<PAGE>   1
                                                                   EXHIBIT 10.39



                 ASSIGNMENT OF LEASE AND CONSENT TO ASSIGNMENT
                      
        This Assignment of Lease and Consent to Assignment is entered into this
11th day of October, 1996 between Roy M. Smith and W. M. Bevly d/b/a Padre
Staples Mall ("Landlord") and Pepe, Inc. d/b/a Casa Ole Restaurant and Cantina
("Tenant/Assignor") and Jack Goodwin ("Guarantor") and Casa Ole No. 29 
Incorporated ("Assignee").

        WHEREAS, Landlord and Rainbolt, Inc. d/b/a Casa Ole entered into a 
Lease Agreement ("the Lease Agreement") for Space Number 1184 at Padre Staples
Mall, Corpus Christi, Nueces County, Texas dated March 23, 1988, which 
Lease Agreement was subsequently assigned to Pepe, Inc. on September 8, 1993 
and remains in full force and effect.
        
        WHEREAS, Tenant/Assignor desires to assign the Lease Agreement to 
Assignee and requests Landlord's consent to the assignment.
        
        NOW THEREFORE, in consideration of the mutual covenants and promises
contained herein, the parties agree as follows:

(1)     ASSIGNMENT. Assignor does hereby assign and transfer to Assignee all of
        its right, title and interest as Tenant pursuant to the terms and
        conditions of the Lease Agreement as of the effective date hereof.

(2)     ASSUMPTION. In consideration of the foregoing assignment, Assignee
        hereby assumes and agrees to be bound by and perform all covenants,
        conditions, obligations and duties of the Lease Agreement on Tenant's
        part to be performed, accruing from and after the effective date hereof.

(3)     LANDLORD'S CONSENT. Landlord hereby consents to the assignment, subject
        to the following terms and conditions:
<PAGE>   2
        (a)     Tenant shall not be in violation or default of any provision of
                the Lease Agreement prior to the effective date of this
                Assignment of Lease.

        (b)     Landlord's consent shall not constitute its consent to any
                further assignment.

        (c)     Landlord's execution hereof shall not be deemed to be effective
                until Assignor and Assignee have both executed and returned this
                original Assignment of Lease and Consent to Assignment to
                Landlord and the accompanying Exhibit "E" Guaranty has been
                executed and returned by the guarantor, Casa Ole Restaurants,
                Inc.

        (d)     Landlord's consent is conditional upon Assignee accepting and
                honoring the Lease Agreement as written.

        (e)     Tenant reimburses Landlord for administrative and attorney fees
                incurred as a result of this Assignment of Lease in the amount
                of $500.00.     

(4)     CONTINUING LIABILITY. Notwithstanding the foregoing, nothing contained
        herein shall be construed as a release of Assignor or any guarantor,
        nor is Landlord's consent to the assignment a release of Assignor or any
        guarantor as to any of the terms, conditions and obligations of the
        Lease Agreement which have accrued or may accrue in the future.

(5)     LEASE AMENDMENT.        (a) Landlord and Assignee agree that Article 9.
        Additional Construction of the Lease Agreement is hereby amended by
        adding the following provision.

        "In the event of an expansion of the Shopping Center or construction or
        the addition of a new department store, Landlord and Tenant agree that
        Landlord shall have the right to relocate Tenant to a new space within
        the Shopping Center, provided that Landlord gives Tenant no less than
        six (6) months prior written notice of such intent to relocate.

                                       2
<PAGE>   3
        Landlord agrees to relocate Tenant to a space resulting from the
        combining of Spaces 1370, 1374 and 1378 into one new "relocation space"
        or such other space as may be mutually agreeable between the parties.
        Further, Landlord agrees to reimburse Tenant for fifty percent (50%) of
        Tenant's construction costs (not to exceed a total construction cost of
        One Hundred Thousand and 00/100 Dollars ($100,000.00) at the new
        location. All construction reimbursement payments by Landlord to Tenant
        shall be made as credits against Tenant's monthly installments of
        Minimum Annual Rent and Percentage Rent. In the event the Tenant elects
        not to relocate, Tenant shall have the right to terminate this Lease by
        giving Landlord thirty (30) days prior written notice of its election to
        terminate.

                Notwithstanding the foregoing to the contrary, Landlord may
        elect to terminate its right to relocate Tenant by giving Tenant written
        notice of such election and this relocation provision shall henceforth
        be null and void and of no further effect." 

        (b) Landlord and Assignee further agree that the Lease Agreement is 
        hereby amended by adding Exhibit "E" Guaranty to the Lease Agreement, 
        a true and correct copy of which is attached hereto and incorporated 
        by reference for all purposes.

(6)     EFFECTIVE DATE. This assignment is effective at 12:01 o'clock a.m.,
        C.S.T., on the 14th day of October, 1996.

                                        

                                        PADRE STAPLES MALL



                                        /s/ ROY M. SMITH
                                        -----------------------------
                                        Roy M. Smith


                                        /s/ W.M. BEVLY by Permission
                                        -----------------------------
                                        W.M. Bevly

                                        "LANDLORD"

                                       3
<PAGE>   4
                                        PEPE, INC. D/B/A CASA OLE
                                        RESTAURANT AND CANTINA

                                        By:    /s/ JOSE A. TORRES
                                               ---------------------
                                        Name:  Jose A. Torres
                                               ---------------------
                                        Title: President PEPE, INC.
                                               ---------------------

                                        "TENANT/ASSIGNOR"

                                        JACK GOODWIN


                                        /s/ JACK R. GOODWIN
                                        ----------------------------
                                        "GUARANTOR"

                                        CASA OLE NO. 29 INCORPORATED



                                        By: /s/ PATRICK A. MORRIS
                                           -------------------------
                                        Name: Patrick A. Morris
                                              ----------------------
                                        Title: President
                                               ---------------------

                                        "ASSIGNEE"

                                        CASA OLE RESTAURANTS, INC.



                                        By: /s/ STACY M. RIFFE
                                            ------------------------
                                        Name: Stacy M. Riffe
                                              ----------------------
                                        Title: Vice President
                                               ---------------------

                                        "GUARANTOR"



                                        4
<PAGE>   5
STATE OF TEXAS          )

COUNTY OF NUECES        )

        BEFORE ME, the undersigned, a Notary Public in and for said county and
state, on this day personally appeared Roy M. Smith and W.M. Bevly, owners of
Padre Staples Mall, known to me to be the persons whose names are subscribed to
the foregoing instrument, and acknowledged to me that they executed the same
for the purposes and consideration therein expressed.

        GIVEN UNDER MY HAND AND SEAL OF OFFICE this 10th day of October, 1996.

[SEAL] 
GABRIELA GEHLMAN                        /s/ GABRIELA GEHLMAN
Notary Public                           ------------------------------
STATE OF TEXAS                          Notary Public, State of Texas
My Comm. Exp. July 21 1999              
                                        Print Name: Gabriela Gehlman
                                                    ------------------

                                        My Commission Expires: 7-21-99
                                                               -------



STATE OF TEXAS          )

COUNTY OF NUECES        )

        

        BEFORE ME, the undersigned, a Notary Public in and for said county and
state, on this day personally appeared Jose A. Torres, President of Pepe, Inc.
d/b/a Casa Ole Restaurant and Cantina, a Texas corporation, known to me to be
the person whose name is subscribed to the foregoing instrument and acknowledged
to me that he/she executed the same for the purposes and consideration therein
expressed, in the capacity therein stated and as the act and deed of said
corporation.

        GIVEN UNDER MY HAND AND SEAL OF OFFICE this the 10th day of October,
1996.



[SEAL]
GABRIELA GEHLMAN                /s/ GABRIELA GEHLMAN
Notary Public                   ------------------------------
STATE OF TEXAS                  Notary Public, State of Texas
My Comm. Exp. July 21 1999      
                                Print Name: Gabriela Gehlman
                                           -------------------

                                My Commission Expires: 7-21-99
                                                       -------



                                       5
<PAGE>   6
STATE OF TEXAS          )

COUNTY OF NUECES        )

        BEFORE ME, the undersigned, a Notary Public in and for said county and
state, on this day personally appeared Jack Goodwin, known to me to be the
person whose name is subscribed to the foregoing instrument, and acknowledged
to me that he executed the same for the purposes and consideration therein
expressed.         

        GIVEN UNDER MY HAND AND SEAL OF OFFICE this 11th day of October, 1996.

[SEAL] 
KELLEY LANDINI                          /s/ KELLEY LANDINI
Notary Public                           ------------------------------
STATE OF TEXAS                          Notary Public, State of Texas
My Comm. Exp. Nov. 26, 1998              
                                        Print Name: Kelley Landini
                                                    ------------------

                                        My Commission Expires: 11-26-98
                                                               -------



STATE OF TEXAS          )

COUNTY OF NUECES        )

        

        BEFORE ME, the undersigned, a Notary Public in and for said county and
state, on this day personally appeared Patricia A. Morris, President of  Casa
Ole No. 29 Incorporated, a Texas corporation, known to me to be the person whose
name is subscribed to the foregoing instrument and acknowledged to me that
he/she executed the same for the purposes and consideration therein expressed,
in the capacity therein stated and as the act and deed of said corporation.   

        GIVEN UNDER MY HAND AND SEAL OF OFFICE this the 10th day of October,
1996.



[SEAL]
GABRIELA GEHLMAN                /s/ GABRIELA GEHLMAN
Notary Public                   ------------------------------
STATE OF TEXAS                  Notary Public, State of Texas
My Comm. Exp. July 21 1999      
                                Print Name: Gabriela Gehlman
                                           -------------------
                                My Commission Expires: 7-21-99
                                                       -------



                                      6
<PAGE>   7
STATE OF TEXAS          )

COUNTY OF NUECES        )

        BEFORE ME, the undersigned, a Notary Public in and for said county and
state, on this day personally appeared Stacy M. Riffe, Vice President of Casa
Ole Restaurants, Inc., a Texas corporation, known to me to be the person whose
name is subscribed to the foregoing instrument, and acknowledged to me that
he/she executed the same for the purposes and consideration therein expressed,
in the capacity therein stated and as the act and deed of said corporation.

        GIVEN UNDER MY HAND AND SEAL OF OFFICE this the 10th day of October, 
1996.




[SEAL]
GABRIELA GEHLMAN                /s/ GABRIELA GEHLMAN
Notary Public                   ------------------------------
STATE OF TEXAS                  Notary Public, State of Texas
My Comm. Exp. July 21 1999      
                                Print Name: Gabriela Gehlman
                                           -------------------
                                My Commission Expires: 7-21-99
                                                       -------


                                      7
<PAGE>   8




                 ASSIGNMENT OF LEASE AND CONSENT TO ASSIGNMENT



        This Assignment of Lease and Consent to Assignment is entered into this
8 day of September, 1993, between Roy M. Smith and W.M. Bevly d/b/a Padre
Staples Mall ("Landlord"), Rainbolt, Inc. d/b/a Casa Ole ("Tenant/Assignor")
and Pepe, Inc. d/b/a Casa Ole Restaurant and Cantina ("Assignee").

                                   WITNESSETH

WHEREAS, Landlord and Assignor are parties to that certain Lease dated March
23, 1988, between Roy M. Smith and W.M. Bevly, d/b/a Padres Staples Mall and
Rainbolt, Inc. d/b/a Casa Ole and that certain Lease Assignment and Consent to
Assignment dated May 1, 1988, between Roy W. Smith and W.M. Bevly, d/b/a Padre
Staples Mall ("Landlord"), Rainbolt Inc. ("Assignor"), Jack Goodwin
("Guarantor") and Modern Restaurant Concepts, Inc. ("Assignee"), and all
amendments and extensions thereto, if any, ("the Lease") for the premises
containing approximately 3,919 square feet of space located at Padre Staples
Mall, Corpus Christi, Texas, said premises being more fully described in the
Lease (the "Premises") and;

WHEREAS, Assignor and Assignee desire to assign to Assignee all Assignor's
right, title and interest in and to the Premises (the "Assignment"); and

WHEREAS, Assignor and Assignee desire to obtain Landlord's consent to said
Assignment as set forth in this Agreement,

NOW THEREFORE, in consideration of the Premises and of the mutual covenants and
conditions contained herein, and for other good and valuable consideration, the
receipt and adequacy of which are hereby acknowledged, the parties hereby agree
as follows:

        1.      ASSIGNMENT Assignor hereby assigns, conveys, grants and
                transfers to Assignee all of its right, title and interest as
                Tenant in the Lease.

        2.      CONSENT TO ASSIGNMENT Landlord hereby agrees and consents to the
                Assignment referenced herein and accepts Assignee as the Tenant
                under the Lease with all of the rights, privileges and
                obligations incident thereto subject to the provisions of
                paragraph 4 hereof.

        3.      ASSUMPTION Assignee agrees that from and after the effective
                date of the Assignment it will faithfully perform, discharge and
                fulfill all of assignor's obligations and duties as the Tenant
                under the Lease. Assignee acknowledges that it has inspected the
                Premises and hereby agrees to accept the Premises in its "as is"
                condition.

        4.      CONTINUING LIABILITY Landlord's consent to the Assignment is
                granted subject to Assignor and Guarantor remaining fully liable
                under the Lease and Assignor and Guarantor hereby acknowledge
                the continuing liability of Assignor and Guarantor to Landlord
                under the Lease.
<PAGE>   9
IN WITNESS WHERE, the parties have set their hands the day and year first
written above.

                                     LANDLORD


                                     /s/ ROY M. SMITH
                                     -------------------------------------
                                     Roy M. Smith d/b/a Padre Staples Mall

                                     
                                     /s/ W.M. BEVLY
                                     -------------------------------------
                                     W.M. Bevly d/b/a Padre Staples Mall

                                     
                                      ASSIGNOR


                                      /s/ JACK R. GOODWIN
                                      ------------------------------------
                                      Jack R. Goodwin
                                      Modern Restaurant Concepts, Inc.


                                      ASSIGNEE


                                      /s/ JOSE A. TORRES
                                      ------------------------------------
                                      Jose Torres, President
                                      Pepe, Inc.
<PAGE>   10
STATE OF TEXAS          

COUNTY OF NUECES        

        BEFORE ME, the undersigned authority, a Notary Public, on this day
personally appeared ROY M. SMITH and W.M. BEVLY, owners of PADRE STAPLES MALL,
known to me to be the persons whose names are subscribed to the foregoing 
instrument, and acknowledged to me that they executed the same for the purposes
and consideration therein expressed, and in the capacity therein stated.

        GIVEN UNDER MY HAND AND SEAL OF OFFICE, this 8 day of September, 1993.

                                        /s/ STEFANIE DELMASTRO
                                        ------------------------------
                                        NOTARY PUBLIC IN AND FOR THE
                                        STATE OF TEXAS
                                        
                                        
                                        ------------------------------
                                        TYPED OR PRINTED NAME

                                       
                                        [SEAL]
                                        STEPHANIE DELMASTRO
                                        MY COMMISSION EXPIRES
MY COMMISSION EXPIRES:                  June 30, 1996

----------------------

STATE OF 
        --------------
COUNTY OF
         -------------

        Before me, the undersigned authority, a Notary Public in and for said
County and State, personally appeared Jack R. Goodwin, the President of Modern
Restaurant Concepts Inc., a _______ corporation, known to me to be the person
and officer whose name is subscribed to the foregoing instrument, and acknow-
ledged to me that (s)he executed the same as the act and deed of said corpora-
tion, and in the capacity therein stated.

        WITNESS MY HAND AND SEAL this 30th day of August, 1993.



                                /s/ SYLVIA HARTLEY
                                ------------------------------
                                NOTARY PUBLIC IN AND FOR THE
                                STATE OF TEXAS


                                Sylvia Hartley
                                ------------------------------
                                TYPED OR PRINTED NAME

MY COMMISSION EXPIRES:                                
      9-15-95
---------------------

STATE OF TEXAS

COUNTY OF VICTORIA                                                      

        Before me, the undersigned authority, a Notary Public in and for said
County and State, personally appeared Jose A. Torres, who acknowledged
that (s)he executed the foregoing instrument as his/her act and deed.

        WITNESS MY HAND AND SEAL this 30th day of August, 1993.



                                /s/ SYLVIA HARTLEY
                                ------------------------------
                                NOTARY PUBLIC IN AND FOR THE
                                STATE OF TEXAS


                                Sylvia Hartley
                                ------------------------------
                                TYPED OR PRINTED NAME

My COMMISSION EXPIRES:                                
      9-15-95
---------------------
                  
<PAGE>   11
                                    PADRE
                                   STAPLES
                                    MALL
                                    LEASE
                                  AGREEMENT
<PAGE>   12
                                    INDEX

<TABLE>
<CAPTION>
      ARTICLE                                                                                      PAGE
      -------                                                                                      ----
         <S>     <C>                                                                                <C>
          1     Leased Premises Term and Use  . . . . . . . . . . . . . . . . . . . . . . . . . .   1
          2     Exhibits and Original Construction. . . . . . . . . . . . . . . . . . . . . . . .   2
          3     Date on Which Rent Begins . . . . . . . . . . . . . . . . . . . . . . . . . . . .   3
          4     Rental  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   3
          5     Definition of Net Sales   . . . . . . . . . . . . . . . . . . . . . . . . . . . .   4
          6     Records and Audits  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   5
          7     Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   5
          8     Subordination and Attornment  . . . . . . . . . . . . . . . . . . . . . . . . . .   6
          9     Additional Construction.. . . . . . . . . . . . . . . . . . . . . . . . . . . . .   6
         10     Condition of Premises . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   6
         11     Repairs and Maintenance . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   6
         12     Alterations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   6
         13     Fixtures and Personal Property      . . . . . . . . . . . . . . . . . . . . . . .   6
         14     Liens . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   7
         15     Laws and Ordinances . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   7
         16     Services  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   7
         17     Joint Use Areas   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   9
         18     Damage to Premises  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   9
         19     Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  10
         20     Indemnification   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  11
         21     Assignment, Subletting and Ownership . . .  . . . . . . . . . . . . . . . . . . .  11
         22     Access to Premises  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  12
         23     Defaults by Tenant  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  12
         24     Surrender of Premises . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  13
         25     Tenant's Conduct of Business  . . . . . . . . . . . . . . . . . . . . . . . . . .  13
         26     Rules and Regulations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  13
         27     Eminent Domain  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  15
         28     Attorney's Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  16
         29     Sales of Premises by Landlord   . . . . . . . . . . . . . . . . . . . . . . . . .  16
         30     Notices   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  16
         31     Remedies  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  16
         32     Successors and Assigns    . . . . . . . . . . . . . . . . . . . . . . . . . . . .  16
         33     Representations   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  16
         34     Waivers   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  16
         35     Holding Over. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  16
         36     Interpretation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  16
         37     Marketing Service . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  16
         38     Covenant of Title . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  17
         39     Waiver of Redemption      . . . . . . . . . . . . . . . . . . . . . . . . . . . .  17
         40     Tenant's Property . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  17
         41     Lease Status. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  17
         42     Recording . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  17
         43     Force Majeure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  17
         44     Broker's Commission . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  18
         45     Limitations on Landlord's Liability . . . . . . . . . . . . . . . . . . . . . . .  18
         46     Security Agreement  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  18
         47     Entire Agreement  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  18
</TABLE>
<PAGE>   13
                 THIS LEASE made and entered into this 23 day of March, 1988
         hereinafter referred to as the "date hereof" by and between ROY M.
         SMITH and W. M. BEVLY, d/b/a PADRE STAPLES MALL with its principal
         office at 5488 Padre Staples Mall, Corpus Christi, Texas 78411
         (hereinafter called "Landlord") and RAINBOLT, INC. d/b/a Casa Ole
         (hereinafter called "Tenant")

                                  WITNESSETH:

                  LANDLORD and TENANT hereby agree as follows:

                 Landlord, for and in consideration of the covenants and
         agreements hereinafter set forth to be kept and performed by both
         parties, does hereby demise and lease to Tenant (for the term
         hereinafter stipulated) the premises (hereinafter called the "leased
         premises") being that portion of a building, shown hatched and
         dimensioned on the plan attached hereto and made a part hereof as
         "EXHIBIT A" to be located in the Padre Staples Mall (hereinafter
         called the "Shopping Center") in the City of Corpus Christi, County of
         Nueces, State of Texas, as shown on the site plan attached hereto and
         made a part hereof as "EXHIBIT B."

                                   ARTICLE 1
                                Leased Premises,
                                  Term and Use

                 (a) LEASED PREMISES: An area consisting of approximately 3,919
                 square feet with a front width of approximately 39 feet, 11
                 inches and a depth of approximately 86 feet, (SPACE NO. 1184)
                 measured to the center line of all walls, common to other
                 tenant premises, to the exterior faces of all other walls, and
                 to be the building line or common Enclosed Mall plane where
                 there is no wall. If the Leased Premises is to be newly
                 constructed and is not a previously completed room, the
                 Landlord may confirm the measurements thereof upon completion,
                 and upon notice to Tenant, the floor area stated in such
                 notice shall be deemed to be the floor area of the Leased
                 Premises for all purposes of this Lease unless, within ten
                 (10) days after receipt of notice, Tenant notifies Landlord
                 that Tenant believes Landlord's measurement to be inaccurate,
                 in which event the Landlord shall cause its architect or
                 engineer to make such measurement and certify the same to the
                 parties. The floor area so certified (which may not exceed the
                 floor area set forth above by more than ten percent (10%))
                 shall be accepted by the parties and the Minimum Annual Rental
                 and other charges based on floor area shall be proportionately
                 adjusted.

                 (b) TERM: The term of this lease shall commence upon the date
                 hereof and shall end upon the January 1st next following the
                 15th anniversary of the date upon which rental is determined
                 to commence under the provisions of ARTICLE 3 hereof, unless
                 such date upon which rental shall be determined to commence
                 shall be January 1st, in which event the term hereof shall end
                 upon the 15th anniversary of such date of commencement.

                 (c) USE: The leased premises shall be used and occupied only
                 for the purpose of: The retail sale of Mexican specialty
                 dishes, fajitas, enchiladas, tacos, nachos, chile rellenos,
                 chicken fried steak, chicken nuggets, Mexican seafood
                 specialties, self-service lunch & dinner buffet, Incidental to
                 Tenant's Mexican food business, Tenant shall be entitled to
                 sell mixed drinks, beer and wine (l) and for no other purpose
                 whatsoever.

                 (d) TENANT TRADE NAME:  CASA OLE

                 (e) TENANT NOTICE ADDRESS(es):

                          (i)  Legal Address for Notice:
                               391 Victoria Mall
                               Victoria, Texas 77904

                          (ii) Billing Address (if different from above):
                               SAME AS ABOVE



(1) provided Tenant first obtains at its sole cost and expense all necessary
local and government permits.


                                     -1-
<PAGE>   14
                                   ARTICLE 2
                      Exhibits and Original Construction


(a) The exhibits listed below and attached to this lease are incorporated
herein by this reference:

    EXHIBIT "A" Location of the Leased Premises within the Enclosed Mall.

    EXHIBIT "B" Site Plan of Shopping Center.

    EXHIBIT "C" Schedule for Tenant Improvements
                Description of Landlord Work and Tenant Work.

    EXHIBIT "D" Tenant Sign Criteria.

(b) The construction of the Shopping Center has as of the date of execution
of this lease been completed.  Notwithstanding Exhibits A, B, C or D or
anything else in this lease, Landlord reserves the right to change or modify
and add to or subtract from the size and dimensions of the Shopping Center or
any part thereof, the number, location and dimensions of buildings and stores,
dimensions of hallways, malls and corridors, the number of floors in any
building, the location, size and number of tenant spaces and kiosks which may
be erected in or fronting on any mall or otherwise, the identity, type and
location of other stores and tenants, and the size, shape, location and
arrangement of joint use areas, and to design and decorate any portion of the
Shopping Center as it desires, but the general character of the Shopping Center
and the size and the approximate location of the tenant premises in relation to
the major department stores and the main entrances to the Enclosed Mall shall
not be substantially changed.



(d) Landlord agrees, at Landlord's expense, to perform Landlord's Work in the
construction of the leased premises substantially in accordance with the
outline specifications entitled "Schedule for Tenant Improvements, Description
of Landlord Work and Tenant Work" attached hereto and made a part hereof as
"EXHIBIT C." All work on the leased premises other than that to be so performed
by Landlord is to be done by Tenant, at Tenant's expense (hereinafter called
"Tenant's Work"). Tenant's Work shall include, but not be limited to, those
items listed in Exhibits C and D.                              
                                                                     

Tenant agrees to commence work in accordance with Exhibit C hereof, to proceed
diligently and to complete the work in strict accordance with Exhibit C hereof
(including the installation of all store and trade fixtures, equipment, stock
and inventory).



NOTWITHSTANDING ANYTHING CONTAINED IN THIS LEASE TO THE CONTRARY, OTHER THAN
ARTICLE 43 HEREOF, TENANT IS REQUIRED TO OPEN THE LEASED PREMISES FOR BUSINESS
TO THE PUBLIC ON OR BEFORE AUGUST 1, 1988. UNLESS REQUESTED TO DELAY SUCH AN
OPENING PURSUANT TO ARTICLE 3(b).

Landlord's ability to perform Landlord's obligations hereunder is dependent upon
prompt receipt of Tenant's plans.

In the event Tenant shall not have commenced Tenant's Work during the time
period specified herein, Landlord shall have the right and option to cancel and
terminate this lease by so notifying Tenant in writing, in which event Tenant
agrees to pay to Landlord, as liquidated damages, the cost of any work done by
Landlord for Tenant's account (on the basis of the actual cost plus twenty
percent (20%) for overhead and supervision), including, but not limited to,
sprinkler and electrical work, plumbing, concrete floor slabs, and cooled air
equipment and facilities, if any. In the event Tenant shall not have completed
Tenant's Work and shall not have opened its store for business as provided
herein (subject to the provisions of ARTICLE 3 hereof), then Tenant's rental
shall nevertheless commence on the date on which tenant should have opened for
business in accordance with the schedule contained herein at the rate of
one-fifteenth (1/15th) of the monthly amount of Tenant's Minimum Annual
Rental payments per day until Tenant shall open for business.

                                      -2-
<PAGE>   15
(e) Landlord agrees, at Landlord's expense, to obtain and maintain public
liability insurance and Workmen's Compensation insurance adequate to fully
protect Tenant as well as Landlord from and against any and all liability for
death of or injury to person or damage to property caused in or about, or by
reason of, the construction of Landlord's Work. Tenant agrees, at Tenant's
expense, to obtain and maintain public liability insurance and Workmen's
Compensation insurance adequate to fully protect Landlord as well as Tenant
from and against any and all liability for death of or injury to person or
damage to property caused in or about, or by reason of, the construction of
Tenant's Work.

(f) In the event Landlord's Work and Tenant's Work shall progress
simultaneously, Landlord shall not be liable for any injury to person or damage
to property of Tenant, or of Tenant's employees, licensees or invitees, from
any cause whatsoever occurring upon or about the leased premises, and Tenant
shall and will indemnify and save Landlord harmless from any and all liability
and claims arising out of or connected with any such injury or damage.

(g) Tenant hereby releases Landlord from any claim whatsoever for damages
against Landlord for any delay in the date on which the leased premises shall be
ready for delivery to Tenant.

(h) During any period of construction of the leased premises, Tenant agrees to
conduct its labor relations and its relations with its employees in such a
manner as to avoid all strikes, picketing and boycotts of, on, or about the
leased premises and the Shopping Center. Tenant further agrees that if, during
the period of construction of the leased premises, any of its employees strike,
or if picket lines or boycotts or other visible activities objectionable to
Landlord are established, conducted or carried out against Tenant or its
employees, or any of them, on or about the leased premises or the Shopping
Center, Tenant shall immediately close the leased premises and remove all
employees therefrom until the dispute giving rise to such strike, picket line,
boycott or objectionable activity has been settled to Landlord's satisfaction

                                   ARTICLE 3
                           Date on Which Rent Begins

(a) The Minimum Annual Rental, and additional rentals and charges, shall begin
to accrue on the earlier of the following dates: (August 1, 1988)

         (i) the date which is set forth in ARTICLE 2(d) as the date on which
         Tenant is required to open for business

                                       OR

         (ii) The date on which Tenant shall open the leased premises for
         business to the public.

                                   ARTICLE 4
                                     Rental

Tenant agrees to pay as rental for the use and occupancy of the leased premises,
at the times and in the manner hereinafter provided, the following sums of
money:

(a) MINIMUM ANNUAL RENTAL: Tenant, in consideration of said demise, does hereby
covenant and agree with Landlord to pay to Landlord, without deduction or
set-off of any kind, the sum of [SEE ADDENDA] DOLLARS ($SEE ADDENDA) per annum
as minimum annual rental (the "Minimum Annual Rental") for said leased
premises. The Minimum Annual Rental shall be payable in twelve (12) equal
monthly installments, in advance, without notice or invoice from Landlord, upon
the first day of each and every month during the term hereof, commencing upon
the date on which rental is determined to commence under the provisions of
ARTICLE 3 hereof and ending upon the termination date of this lease. In the
event such rental shall be determined under the provisions of ARTICLE 3 hereof
to commence on a day other than the first day of a month, then the Minimum
Annual Rental for the period from such commencement date until the first day of
the month next following shall be prorated accordingly. All past due rentals,
additional rentals, and/or other sums due to Landlord under the terms of this
lease shall bear interest at the rate of 18%, from the due date thereof until
paid by Tenant. All                                                        

                                      -3-
<PAGE>   16
rentals in this lease provided (those hereinafter stipulated as well as Minimum
Annual Rental) shall be paid or mailed to:

                          ROY M. SMITH and W. M. BEVLY
                            d/b/a PADRE STAPLES MALL
                            5488 PADRE STAPLES MALL
                          CORPUS CHRISTI, TEXAS 78411

or to such other payee or address as Landlord may designate, in writing, to
Tenant.

Notwithstanding anything to the contrary contained in this lease, in order to
cover the extra expense involved in handling delinquent payments, Tenant, at
Landlord's sole option, shall pay a "late charge" of $200.00 when any
installment of rent (basic percentage or other, as may be considered additional
rental under this lease) is received at the address listed above more than five
(5) days after.  It is hereby understood that this amount is charged as
additional rent, and not as penalty or interest, for the purpose of defraying
Landlord's expenses incident to the processing of such overdue payments.

(c) PERCENTAGE RENTAL: In addition to the Minimum Annual Rental, Tenant agrees
to pay the Landlord, in the manner and upon the conditions and at the times
hereinafter set forth, during and for each calendar year of the term hereof and
as "percentage rental" hereunder an amount equal to six percent (6%) of all
"net sales" (as defined in ARTICLE 5 hereof) in excess of SEE ADDENDA DOLLARS
($ SEE ADDENDA) (prorated for the proportionate part, if any, of (i) the first
calendar year of the term hereof commencing on the date upon which rental shall
commence under ARTICLE 3 hereof and ending on the next following December 31;
or (ii) any year during which rental payments are terminated as a result of a
casualty or condemnation as expressly provided for in this lease) made by
Tenant in the leased premises during any calendar year of the term hereof. Said
percentage rental shall be first paid for the month in which the aggregate net
sales for such calendar year shall first have exceeded SEE ADDENDA DOLLARS ($
SEE ADDEND) and thereafter shall be paid monthly on all additional net sales
made during the remainder of such calendar year (or partial year, as the case
may be), such payments to be made not later than the fifteenth (15th) day of
the next following month.

                                   ARTICLE 5
                            Definition of Net Sales

The term "net sales" as used in this lease shall mean and include (as of the
date of the transaction) The sale price of all merchandise sold (including gift
and merchandise certificates) and charges for all services and all other
receipts from the business performed by Tenant or any person, firm or
corporation selling merchandise or services in, upon or from any part of the
leased premises, whether such amounts shall be for cash, charge accounts or
credit cards, paid or unpaid, collected or uncollected. Each installment or
credit sale shall be treated as a sale for the full price in the month during
which such sale is made, irrespective of whether or when Tenant receives
payment

                                      -4-
<PAGE>   17
therefor. The term "net sales" shall also mean and include gross sales from
vending machines, (except telephone and postage stamp); mail or telephone
orders received or filled at the leased premises; all deposits not refunded to
purchasers; orders taken, although such orders may be filled elsewhere;
insurance proceeds realized for loss of sales, profits, or business; but
deducting or excluding, as the case may be, the following: (a) refunds and
allowances to customers made upon transactions included within net sales, but
not exceeding the selling price of the merchandise returned by the purchaser
and accepted by Tenant; (b) the amount of all sales, use, excise, retailer's
occupation or similar taxes imposed in a specific amount, or percentage upon,
or determined by the amount of retail sales made at the leased premises to the
extent that such taxes were added to or absorbed within the sale price of the
merchandise sold and paid directly to the taxing authority by Tenant; (c)
interest, service, finance or sales carrying charges paid by customers for
extension of credit on sales and where not included in the merchandise sales
price; (d) returns to shippers and manufacturers; (e) the amount of sales, not
in the ordinary course of Tenant's business, of fixtures, machinery or
equipment which Tenant has the right to remove from the leased premises after
use thereof in the conduct of the Tenant's business in the leased premises; and
(f) the value of any exchange or transfer of merchandise between stores of
Tenant where such exchange or transfer is made solely for the convenient
operation of Tenant's business and not for the purpose of consummating a sale
made in, at, or from the leased premises. No deduction shall be allowed for
uncollected or uncollectible credit amounts, and no deduction shall be allowed
for trade-ins.

                                   ARTICLE 6
                               Records and Audits

Tenant agrees to record all sales in accordance with generally accepted
accounting principles, which records, together with all sales and income tax
reports, shall be preserved by Tenant for three (3) years, either (a) at the
leased premises or (b) at the home or regional offices of Tenant and made
available to Landlord at the leased premises or such offices upon demand.
Tenant agrees to deliver to Landlord a statement of each month's sales on or
before the fifteenth (15th) day of the following month and, by January 30th of
each year of the term of this lease, a statement, certified by a Certified
Public Accountant or a financial officer, owner or partner of Tenant
satisfactory to Landlord of the net sales made during the preceding calendar
year. Landlord shall be entitled at Landlord's expense, to have a reaudit of the
net sales made during the period covered by such audit and account either by
Landlord or an auditor designated by Landlord, and to recalculate the rentals
payable for such period.  If it shall be determined as a result of such reaudit
or such certified statement that there has been a deficiency in the payment of
percentage or additional rentals, then such deficiency shall become immediately
due and payable with interest at the maximum legal rate, from the date when
said payments should have been made. In addition, if net sales have been
understated by more than two percent (2%) and Landlord is entitled to an
increase in percentage or additional rental as a result of such understatement,
then Tenant shall pay all costs of such reaudit, including a $500 administrative
charge. In the event Tenant shall be delinquent in furnishing to Landlord any
monthly sales statement or statements required hereunder, then Landlord shall
have the right, without notice, to conduct such reaudit as provided by this
ARTICLE 6 and any and all charges occasioned by reason thereof shall be the
sole obligation of Tenant, which obligation shall be deemed an item of
additional rent. If net sales are determined to have been understated by more
than five (5%), Landlord may elect to terminate this lease by notice to Tenant
given within six (6) months after receipt of such statement and this lease
shall terminate and be null and void sixty (60) days after delivery of such
notice.

                                   ARTICLE 7
                                     Taxes

In addition to the Minimum Annual Rental provided for in ARTICLE 4(a) hereof,
Tenant agrees to pay to Landlord additional rent as follows:

(a) Tenant shall pay its proportionate share of all real property taxes and
assessments which may be levied or assessed against the Shopping Center by any
lawful authority for each calendar year commencing on the date on which rental
shall be determined to commence under ARTICLE 3 hereof, excluding taxes or
assessments levied or assessed against land and/or buildings owned or leased by
department stores which may be located in the Shopping Center Tenant's
proportionate share shall be equal to the product obtained by multiplying such
taxes and assessments, and Landlord's expenses in obtaining or attempting to
obtain any refund or reduction thereof, by a fraction, the numerator of which
shall be the number of square feet of floor area in the leased premises and the
denominator of which shall be the total number of square feet of leased floor
area in the Shopping Center, excluding the floor area contained in the
department store buildings. Should the State of Texas or any political
subdivision thereof or any governmental authority having jurisdiction
thereover, impose a tax and/or assessment (other than a net income or franchise
tax) upon or against the rental payable to Landlord in respect of the Shopping
Center, either by way of substitution for the taxes and assessments levied or
assessed against such land and such buildings, or in addition thereto, such tax
and/or assessment shall be deemed to constitute a tax and/or assessment against
such land and such buildings for the purpose of this ARTICLE 7.

(b) Tenant's proportionate share of all real property taxes and assessments
during the term hereof shall be paid in monthly installments on or before the
first day of each calendar month, in advance, in an amount estimated by
Landlord, provided, that in the event Landlord is required under a mortgage
covering the Shopping Center to escrow real estate taxes, Landlord may, but
shall not be obligated to, use the amount required to be escrowed as a basis
for its estimate of the monthly installments due from Tenant hereunder. Upon
receipt of all tax bills and assessment bills attributed to any calendar year
during the term hereof Landlord shall furnish Tenant with a written statement
of the actual amount of Tenant's proportionate share of the taxes and
assessments for such year. If the total amount paid by Tenant under this
ARTICLE 7 for any calendar year during the term of this lease shall be less
than the actual amount due from Tenant for such year, as shown on such
statement, Tenant shall pay to

                                      -5-
<PAGE>   18
Landlord the deficiency within ten (10) days after demand therefor by Landlord;
and if the total amount paid by Tenant hereunder for any such calendar year
shall exceed such amount due from Tenant for such calendar year, Tenant shall
be entitled to offset the excess against payments next thereafter becoming due
under this ARTICLE 7. For the calendar years in which this lease commences or
terminates, the provisions of this ARTICLE 7 shall apply and Tenant's liability
for its proportionate share of any taxes and assessments for any such year
shall be subject to a prorata adjustment based on the number of days of any
such year during which the term of this lease is in effect. A copy of a tax
bill or assessment bill submitted by Landlord to Tenant shall at all times be
sufficient evidence of the amount of taxes and/or assessments levied or
assessed against the property to which such bill relates. Prior to or at the
commencement of the term of this lease and from time to time thereafter
throughout the term hereof, Landlord shall notify Tenant in writing of
Landlord's estimate of Tenant's monthly installments due hereunder. Landlord's
and Tenant's obligations under this ARTICLE 7 shall survive the expiration of
the term of this lease. No taxes, assessments, fees or charges referred to in
this paragraph shall be considered as taxes under the provisions of ARTICLE 13
hereof.

                                   ARTICLE 8
                          Subordination and Attornment

(a) Upon written request of Landlord, or any mortgagee or beneficiary of
Landlord, Tenant will, in writing, subordinate its rights hereunder to the lien
of any first mortgage or deed of trust now or hereafter in force against the
land and building of which the leased premises are a part, and upon any building
hereafter placed upon the land of which the leased premises are a part and to
all advances made or hereafter to be made upon the security thereof; provided,
however, that the first mortgagee or trustee named in said first mortgage or
trust deed shall agree that Tenant's peaceable possession of the leased
premises will not be disturbed on account thereof, as long as no default exists
under this lease by Tenant.

(b) In the event any proceedings are brought for foreclosure, or in the event
of the exercise of the power of sale under any mortgage or deed of trust made
by Landlord covering the leased premises, Tenant shall attorn to the purchaser
upon any such foreclosure or sale pursuant thereto and recognize such purchaser
as the Landlord under this lease, provided, however, that said Purchaser shall
agree that Tenant's peaceable possession of the leased premises will not be
disturbed on account thereof, as long as no default exists under this Lease by
Tenant.

                                   ARTICLE 9
                            Additional Construction

Landlord hereby reserves the right at any time to make alterations or additions
to, and to build additional stories on, the building in which the leased
premises are contained and to build adjoining the same. Landlord also reserves
the right to add to and subtract land from the Shopping Center, and to
construct other buildings or improvements, including elevated or double-deck
parking facilities in the Shopping Center, from time to time and to make
alterations or additions thereto, and to build additional stories on any such
building or buildings, and to build adjoining same, however, access to and
visibility of Tenant's premises shall not be impaired by virtue of such
additional construction or additions.

                                   ARTICLE 10
                             Condition of Premises

Tenant's taking possession of the leased premises shall be conclusive evidence
of Tenant's acceptance thereof and that the leased premises are in good order
and satisfactory condition. Tenant agrees that no representations respecting
the condition of the leased premises and no promises to decorate, alter, repair
or improve the leased premises either before or after the execution hereof,
have been made by Landlord or its agents to Tenant unless the same are
contained herein or made a part hereof.

                                   ARTICLE 11
                            Repairs and Maintenance

Landlord agrees, at its expense, to keep the foundations, sprinkler mains,
structural systems and masonry walls of the leased premises in good condition
and repair, but Landlord shall not be liable to Tenant for any damage caused by
the same being or becoming out of repair until it has had reasonable opportunity
to have same repaired after being notified in writing of the need of same by
Tenant. Landlord shall not be liable to Tenant for any damage to merchandise,
trade fixtures, floor coverings, drywall, ceilings, lighting or personal
property of Tenant in the leased premises caused by water leakage from water
lines, roof leaks, sanitary sewage, storm drain, sprinkler or cooled air
equipment. Tenant agrees, at Tenant's expense, to keep all other parts of the
leased premises in good order and repair, and in a clean, sanitary and safe
condition, including the replacement of equipment, fixtures and all plate
glass, and to paint the interior and store front when necessary in order to
maintain at all times a clean and sightly appearance. If Tenant refuses or
neglects to make repairs and/or maintain the leased premises or any part
thereof in a manner reasonably satisfactory to Landlord, Landlord shall have
the right, upon giving Tenant reasonable written notice of its election to do
so, to make such repairs or perform such maintenance on behalf of and for the
account of Tenant. In such event, such work shall be paid for by Tenant as
additional rental promptly upon receipt of a bill therefor.

If any damage is caused by any act, omissions, or negligence of Tenant or
Tenant's permittees, Tenant shall upon demand pay or cause its insurance
carrier to pay, for any necessary repairs.

                                   ARTICLE 12
                                  Alterations

Tenant shall not make any structural alterations in any portion of the leased
premises, nor any alterations in the storefront or the exterior of the leased
premises, nor any interior alterations without, in each instance, first
obtaining the written consent of Landlord. All alterations, additions,
improvements, and Tenant's Work provided for herein, shall become, upon
completion, the property of Landlord, subject to the terms of this lease.

                                   ARTICLE 13
                         Fixtures and Personal Property

Any trade fixtures, signs and other personal property of Tenant not permanently
affixed to the leased premises shall remain the property of Tenant, subject to
Landlord's lien for unpaid rent, and Landlord agrees that Tenant shall have the
right, at any time, and from time to time, to remove any and all of it as trade
fixtures, signs and other personal property which it may have stored or
installed in the leased premises, including, but not limiting the same to
counters, shelving, showcases, mirrors and other


                                      -6-
<PAGE>   19
moveable personal property. Nothing contained in this ARTICLE 13 shall be
deemed or construed to permit Tenant to remove so much of such personal
property, without the immediate replacement thereof with similar personal
property of comparable or better quality, as to render the leased premises
unsuitable for conducting the type of business specified in ARTICLE 1(c)
hereof. Tenant, at its expense, shall immediately repair any damage occasioned
to the leased premises by reason of the removal of any such trade fixtures,
signs, and other personal property, and upon expiration or earlier termination
of this lease, shall leave the leased premises in a neat and clean condition,
free of debris. All trade fixtures, signs, and other personal property
installed in or attached to the leased premises by Tenant must be new when so
installed or attached. Tenant shall pay before delinquency all taxes,
assessments, license fees and public charges levied, assessed or imposed upon
its business operation in the leased premises as well as upon its trade
fixtures, leasehold improvements (including, but not limited to, those Tenant
is required to make in accordance with the provisions of ARTICLE 2 hereof),
merchandise and other personal property in, or upon the leased premises. If any
such items of property are assessed with property of Landlord, then such
assessment shall be equitably divided between Landlord and Tenant to the end
that Tenant shall pay only its equitable portion of such assessment. Landlord
shall determine the basis of so prorating any such assessments and such
determination shall be binding upon both Landlord and Tenant. No taxes,
assessments, fees or charges referred to in this paragraph shall be considered
as taxes under the provisions of ARTICLE 7 hereof except any such taxes,
assessments, fees or charges which are apportioned to the Landlord pursuant to
the second preceding sentence.

                                   ARTICLE 14
                                     Liens

Tenant shall not permit to be created nor to remain undischarged any lien,
encumbrance or charge arising out of any work or work claim of any contractor,
mechanic, laborer or any material supplied or claimed to be supplied by any
materialman which might be or become a lien, encumbrance or charge upon the
leased premises or the Shopping Center of which the leased premises is a part
or the income therefrom and Tenant shall not suffer any other matter or thing
whereby the estate, right and interest of Landlord in the leased premises or in
the Shopping Center of which the leased premises is a part might be impaired. If
any lien or notice of lien on account of an alleged debt of Tenant or any
notice of contract by a party engaged by Tenant or Tenant's contractor to work
in the leased premises shall be filed against the leased premises or the
Shopping Center of which the leased premises is a part, Tenant shall, within ten
(10) days after notice of the filing thereof, cause the same to be discharged
of record by payment, deposit or bond in the amount required by a court of
competent jurisdiction or otherwise. If Tenant shall fail to cause such lien or
notice of lien to be discharged within the period provided, then Landlord, in
addition to any other rights or remedies, may but shall not be obligated to,
discharge the same by either paying the amounts claimed to be due or by
procuring the discharge of such lien by deposit or by bonding proceedings; and
in any such event, Landlord shall be entitled, if Landlord so elects, to defend
any prosecution of an action for foreclosure of such lien by the lienor or to
compel the prosecution of an action for the foreclosure of such lien by the
lienor and to pay the amount of the judgment in favor of the lienor with
interest, costs and allowances. Any amount paid by Landlord and all costs and
expenses, including attorney's fees, incurred by Landlord in connection
therewith, together with interest thereon at the maximum legal rate from the
respective dates of Landlord's making of the payment or incurring of the cost
and expense, shall be paid by Tenant to Landlord on demand.

                                   ARTICLE 15
                              Laws and Ordinances

(a) Tenant agrees to comply with all laws, ordinances, orders and regulations
affecting the use and occupancy of the leased premises and the cleanliness,
safety or operation thereof. Tenant agrees to comply with the regulations and
requirements of any insurance underwriter, inspection bureau or similar agency
with respect to that portion of the leased premises installed by Tenant. Tenant
also agrees to permit Landlord to comply with such recommendations and
requirements with respect to that portion of the leased premises installed by
Landlord. In addition, Tenant agrees to comply, to the extent that the same may
be applicable to the leased premises, with the standards and requirements and
subsequent amendments thereto of the Williams-Steiger Act (PL 91-596), known as
the "Occupational Safety and Health Act of 1970," notwithstanding the fact that
Tenant may otherwise be exempted from the provisions of said Act.

(b) Tenant agrees not to: (i) permit any immoral practice to be carried on or
committed on the leased premises; (ii) make use of or allow the leased premises
to be used for any purpose other than that permitted under ARTICLE 1(c) hereof
or that might invalidate or increase the rate of insurance therefor; (iii)
keep, use or permit to be kept or used on the leased premises any flammable
fluids, gases, or explosives without the prior written permission of Landlord;
(iv) use the leased premises for any purpose whatsoever which might create a
nuisance or injure the reputation of the leased premises or of the Shopping
Center; (v) deface or injure the building of the leased premises; (vi) overload
the floors; (vii) commit or suffer any waste; or (viii) install any electrical
equipment that overloads lines.

(c) In connection with the installation of any electrical equipment, Tenant
shall, at Tenant's own expense, make from time to time whatever changes are
necessary to comply with the requirements of the insurance inspectors,
underwriters, government authorities and codes.

                                   ARTICLE 16
                                    Services

(a) Landlord agrees to cause the necessary mains, conduits and other facilities
to be provided to make water, sewer and electricity available to the leased
premises and other occupied space in the Shopping Center and to make available
to Tenant water and electrical services through the plumbing and electrical
systems to be provided within the leased premises by Tenant, in accordance with
and subject to the provisions of EXHIBIT C hereof.

Tenant shall be solely responsible for and promptly pay all charges for the use
or consumption of sewer, gas, electricity, water and all other utility
services.

                                      -7-
<PAGE>   20
If Landlord makes available electrical service, it shall I be made available as
provided in EXHIBIT C, and Tenant agrees to purchase the same from Landlord and
to pay Landlord, as additional rent, on the first day of each month in advance,
for the electrical service at the same cost as would be charged to Tenant from
time to time by the utility company which otherwise would furnish such services
and meter the same directly to the leased premises. Landlord shall compute
Tenant's monthly electrical demand and consumption from the electrical
information provided by Tenant in Tenant's plans, the operating hours of the
center, the shell construction and local weather data. Landlord shall provide
Tenant with the computations of demand and consumption totals. Review of the
totals may be initiated at Tenant's request or Landlord's option.

If Landlord elects to supply water, Tenant shall pay Landlord at the same rate
as would be charged to Tenant by the utility company which otherwise would
furnish such service and meter to same directly to the leased premises, but in
any event not less than the minimum monthly charge which would have been
charged by the water utility company for the size of meter which would have
been installed by Tenant in or for the leased premises.

(b) Tenant agrees, at its own cost and expense, to construct, operate and
maintain, or cause to be operated and maintained, a Cooled Air System designed
to provide cooled air to, and within the leased premises in accordance with
the provisions of EXHIBIT C hereof. Tenant agrees to operate said Cooled Air
System so that the temperature within the leased premises will be reasonably
identical to that within the Enclosed Mall.

(d) If Tenant fails to pay any payment to Landlord within ten (10) days from the
date such payment is due, Landlord may, without limitation, cut off and
discontinue any such utilities and services furnished to the leased premises,
without any liability to Tenant. Any action by Landlord pursuant to the
provisions of this ARTICLE 16(d) shall not be construed as an eviction or
disturbance of Tenant's possession of the leased premises, or as an election by
Landlord to terminate this lease.

(e) Landlord shall not be liable to Tenant in damages or otherwise if the said
utilities or services are interrupted or terminated because of necessary
repairs, installations or improvements, or any cause beyond the Landlord's
reasonable control, nor shall any such interruption or termination relieve
Tenant of the performance of any of its obligations hereunder. Tenant shall
operate the leased premises in such manner as to not waste electricity, water
or heating and cooling effect. Landlord may cease to furnish any one or more of
said services without responsibility to Tenant except to connect the service
facilities with such other nearby source of supply as may be available for the
services so discontinued and to adjust the charge accordingly.

(f) Tenant shall not install any equipment which can exceed the capacity of any
utility facilities as specified in EXHIBIT C and if any equipment installed by
Tenant requires additional utility facilities, the same shall be installed at
Tenant's expense in compliance with all code requirements and plans and
specifications, which must be approved in writing by Landlord.

                                      -8-
<PAGE>   21
(g) Landlord has the right to take any energy management measures Landlord may
deem necessary for energy conservation which shall include, but not be limited
to, control of all Tenant's energy consumption.

(h) If Landlord shall provide or designate a service for collection of refuse
and garbage, Tenant shall use same, at Tenant's expense, provided the cost
thereof is competitive to any identical service available to Tenant.

                                   ARTICLE 17
                                Joint Use Areas

(a) The "joint use areas," as herein referred to, shall consist of all parking
areas, landscaped areas, floors, ceilings, walls, benches, fountains, stairs,
fire exits, windows, glass, doors and hardware, streets, sidewalks, malls,
roof, driveways, loading platforms, canopies, elevators, escalators, washrooms,
lounges and shelters, and other facilities available for joint use, all as they
may from time to time exist and be available to all the tenants in the Shopping
Center, their employees, agents, customers, licensees and invitees.

(b) Landlord shall, subject to events beyond its reasonable control, maintain,
or cause to be maintained, the joint use areas in good order and repair.

(c) It is understood that certain department stores will be occupants of the
Shopping Center, and that one or more other department store companies may
become occupants of a part or parts of Landlord's tract or tracts. Said
department stores may participate in the "joint use area costs" (as hereinafter
defined) incurred by Landlord for the repair and maintenance of all the
Shopping Center in accordance with the terms of their respective agreements
with Landlord.

(d) As used in this lease, the term "joint use area costs" means the total of
all items of expense relating to operating, managing, equipping, policing and
protecting, lighting, repairing, replacing and maintaining the utility of the
joint use areas in at least as good condition as when originally installed.
Such costs and expense shall include, but not be limited to, removal of snow,
ice, trash, garbage, rubbish, dirt and debris, costs of planting, replanting and
replacing landscaping and supplies required therefor, and all costs of
utilities used in connection therewith, including, but not by way of
limitation, all costs of maintaining elevators, speed ramps and escalators,
lighting facilities and storm drainage systems, maintenance, repair and
depreciation of all items used in the operation and maintenance of the joint
use areas, the costs of heating and cooling the enclosed malls, labor salaries
and benefits, security and all premiums for Workmen's Compensation insurance,
wages, unemployment taxes, social security taxes and personal property taxes;
fees for required licenses and permits and administrative costs equal to
fifteen percent (15%) of the total costs of operating and maintaining the
"joint use area".

(e) Effective upon the date on which rental shall be determined to commence
under the provisions of ARTICLE 3 hereof, and at any time thereafter, Tenant
shall pay to Landlord as additional rent hereunder, upon demand, but not more
often than once a month, Tenant's share of the joint use area costs (based upon
Landlord's estimates, subject to readjustment as hereinafter provided in
paragraph (f) of this ARTICLE 17), which share shall be computed as follows:
Tenant's proportionate share of joint use area costs shall be equal to the
product obtained by multiplying such joint use area costs (less any
contributions to said cost made by the department stores) by a fraction, the
numerator of which shall be the number of square feet of floor area in the
leased premises and the denominator of which shall be the total number of
square feet of leased floor area in the shopping center, excluding the floor
area contained in the department store buildings. Notwithstanding any other
provisions of this ARTICLE 17, in no event will Tenant's share of total joint
use area costs be less than an annual minimum payment of TWO THOUSAND AND
NO/100 DOLLARS ($2,000.00).
                        
(f) Within ninety (90) days following the end of each calendar year, Landlord
shall furnish to Tenant a statement, certified as correct by a Certified Public
Accountant or an officer of Landlord, showing the total joint use area costs
for the calendar year just expired, the amount of Tenant's share of such joint
use area costs and payment made by Tenant during such calendar year under
paragraph (e) of this ARTICLE 17. If Tenant's share of such joint use area costs
for such calendar year shall exceed Tenant's payment so made, Tenant shall pay
to Landlord the deficiency within ten (10) days after receipt of said
statement. If the total amount paid by Tenant shall exceed such amount due for
such calendar year, Tenant shall be entitled to offset the excess against
payments next thereafter becoming due.

                                   ARTICLE 18
                               Damage to Premises

In the event the leased premises are hereafter damaged or destroyed or rendered
partially untenable for their accustomed uses by fire or other casualty insured
under the coverage which Landlord is obligated to carry pursuant to ARTICLE
19(a) hereof, then, except as hereinafter provided, Landlord shall promptly
repair said premises and restore the same to substantially the condition in
which they were immediately prior to the happening of such casualty, provided
that Landlord shall not be obligated to expend for such repair an amount in
excess of the insurance proceeds recovered as a result of such damage and that
in no event shall Landlord be required to repair or replace Tenant's stock in
trade, interior partitions, fixtures, equipment, furniture, furnishings, wall
covering, floor covering and draperies. From the date of such casualty until
the leased premises are so repaired and restored, Minimum Annual Rental
payments and all items of additional rental, except Taxes and Insurance, shall
abate in such proportion as the square footage of the leased premises thus
destroyed or rendered untenable bears to the total square footage of the leased
premises, provided, however, that in the event fifty percent (50%)


                                      -9-
<PAGE>   22
or more of the leased premises or the Shopping Center of which they are a part
be hereafter destroyed or rendered untenable by fire or other casualty during
the term of this lease (based upon the cost to replace the premises immediately
prior to such fire or other casualty as shown by certificate of Landlord's
architect, or if one (1) or more department stores are damaged by fire or other
casualty such that they remain closed for business for a period exceeding
twelve (12) months), then Landlord shall have the right to terminate this lease
effective as of the date of such casualty, by giving Tenant, within thirty (30)
days after the happening of such casualty, written notice of such termination.
If said notice be given within said thirty (30) day period, this lease shall
terminate and Minimum Annual Rental and all other charges and items of
additional rental shall abate as aforesaid from the happening of such casualty,
and Landlord shall promptly repay to Tenant any rental theretofore paid in
advance which has not been earned at the date of such casualty. If said notice
be not given and Landlord is required or elects to repair or rebuild the leased
premises as herein provided, then Tenant shall repair and replace its
merchandise, trade fixtures, furnishings and equipment in a manner and to at
least a condition equal to that prior to its damage or destruction. Except as
herein expressly provided to the contrary, this lease shall not terminate nor
shall there be any abatement of rent or other charges or items of additional
rent as the result of a fire or other casualty.

                                   ARTICLE 19
                                   Insurance

(a) Landlord agrees to carry, or cause to be carried, during the term hereof
public liability insurance on the joint use areas, providing coverage
of not less than Three Million Dollars ($3,000,000.00) for personal injury or
death arising out of any one occurrence. Landlord also agrees to carry, during
the term hereof, insurance for fire, extended coverage, vandalism and malicious
mischief, insuring the improvements located on Landlord's property in the
Shopping Center, including the leased premises and all appurtenances thereto
(excluding Tenant's interior partitions, merchandise, trade fixtures,
furnishings, equipment and personal property) for the full insurable value
thereof, such insurance coverage to include Tenant's Work (but excluding
Tenant's merchandise, trade fixtures, furnishings, equipment, wall coverings,
floor covering, drapes, interior partitions and other personal property). Upon
request of Landlord, Tenant shall provide Landlord with a certificate setting
forth the cost of said Tenant's Work.  During the term of this lease or any
renewals or extensions thereof, Tenant agrees to reimburse to Landlord as
additional rent, a prorata share of Landlord's annual total costs for the
premiums for such insurance. Tenant's proportionate share for the costs of the
premiums for such insurance shall be equal to the product obtained by
multiplying Landlord's total costs for such premiums by a fraction, the
numerator of which shall be the number of square feet of floor area in the
leased premises and the denominator of which shall be the total number of square
feet of leased floor area in the Shopping Center, excluding the floor area
contained in the department store buildings. Tenant's prorata share of the costs
for such premium shall be due and payable, in advance, as follows:

         (i) Within ten (10) days after opening, Tenant shall pay to Landlord,
         Tenant's prorata share of the costs for such premiums for the first
         full calendar year of the term of this lease;

         (ii) On the commencement of the payment of rent Tenant shall pay, in
         advance, on the first day of each month one-twelfth (1/12th) of
         Tenant's annual prorata share of such premium for the next
         succeeding calendar year.  Tenant's prorata share for the next
         succeeding calendar year shall be based upon an estimate determined by
         Landlord.

In the event that Landlord's estimate for any year is less than Tenant's actual
prorata share, Tenant shall promptly pay such excess to Landlord upon demand.
If the total amount paid by Tenant shall exceed Tenant's actual prorata share
for any year, Tenant shall be entitled to offset the excess against payments
next thereafter becoming due. As deductibles are paid, Tenant will be assessed
its prorata share of the deductible.

(b) Tenant agrees to carry public liability insurance including product and/or
completed operations liability on the leased premises; and if the Tenant is in
the business of selling or serving alcoholic beverages, Tenant shall also carry
liquor legal liability insurance (in a State having a Dram Shop Statute, then
wording shall be changed to Dram Shop Liability) during the term hereof,
covering both Tenant and Landlord as insureds and, if Landlord elects, any
owner and/or occupant of a tract in the Shopping Center which adjoins
Landlord's tract or tracts, as additional insureds, with terms and companies
satisfactory to Landlord and giving Landlord, Tenant and other additional
insureds a minimum of ten (10) days written notice by the insurance company
prior to cancellation, termination or change in such insurance. Such insurance
shall be for limits of not less than Two Million Dollars ($2,000,000.00) for
bodily injury, including death, and personal injury, arising out of any one
occurrence; and not less than Five Hundred Thousand Dollars ($500,000.00) for
damage to property arising out of any one occurrence, or a policy having a
combined single limit of Two Million Dollars ($2,000,000).

Tenant further agrees to carry insurance against fire and such other risks as
are, from time to time, included in standard extended coverage insurance, for
the full insurable value, covering all of Tenant merchandise, interior
partitions, trade fixtures, furnishings, wall covering, floor covering,
draperies, equipment and all other items of personal property of Tenant located
on or within the leased premises. Tenant shall provide Landlord with copies of
the policies or certificates evidencing that such insurance is in full force
and effect and stating the terms thereof.

(c) Landlord and Tenant and all parties claiming under them mutually release
and discharge each other from all claims and liabilities arising from or caused
by any casualty or hazard, covered or required hereunder to be covered in whole
or in part by insurance on the leased premises or in connection with property
on or activities conducted on the leased premises, and waive any right of
subrogation which


                                      -10-
<PAGE>   23
might otherwise exist in or accrue to any person on account thereof, provided
that such release shall not operate in any case where the effect is to
invalidate such insurance coverage.

(d) Tenant shall be responsible for the maintenance of the plate glass in or on
the leased premises, but shall have the option either to insure the risk or to
self-insure.

                                   ARTICLE 20
                                Indemnification

Tenant shall and will indemnify, defend and save harmless Landlord, owner
and/or operator of the Shopping Center, their agents, officers and employees,
from and against any and all liability, claims, demands, damages, expenses,
fees, fines, penalties, suits, proceedings actions, and causes of action of any
and every kind and nature arising or growing out of or in any way connected
with Tenant's use, occupancy, management or control of the leased premises
and/or Tenant's operations or activities in the Shopping Center. This
obligation to indemnify shall include reasonable legal and investigation costs
and all other reasonable costs, expense and liabilities from the first notice
that any claim or demand is to be made or may be made.

                                   ARTICLE 21
                      Assignment, Subletting and Ownership

(a) Tenant shall not transfer, assign, sublet, enter into license or concession
agreements, change ownership or hypothecate this lease or Tenant's interest in
and to the leased premises without first procuring the written consent of
Landlord, which Landlord may grant or refuse to grant at its sole discretion.
Any attempt at transfer, assignment, subletting, license or concession
agreement, change of ownership or hypothecation without Landlord's written
consent shall be void and confer no rights upon any third person. The
prohibitions of this ARTICLE 21 shall be construed to refer to any acts or
events which occur by operation of law, legal process, receivership, bankruptcy
or otherwise.  Without limiting the generality of the foregoing, Tenant shall
not sublease all or any portion of its interest in the leased premises or this
Lease for an amount of rent determined in whole or in part on the income or
profits derived by any person from such interest (other than an amount based on
a fixed percentage or percentages of receipts or sales).

(b) Tenant agrees to pay Landlord the sum of Five Hundred Dollars ($500.00) as
reimbursement for reasonable professional and administrative expenses incurred
by Landlord in connection with the processing and documentation of any
requested transfer, assignment, subletting, licensing or concession agreement,
creation of a security interest, granting of a collateral assignment, change of
ownership or hypothecation of this lease or Tenant's interest in and to the
leased premises, it being agreed that Landlord shall not be required to take
any action thereon until Landlord is paid such amount. The consent by Landlord
to any transfer, assignment, subletting, license or concession agreement,
change of ownership or hypothecation shall not constitute a waiver of the
necessity for such consent to any subsequent attempted transfer, assignment,
subletting, license or concession agreement, change of ownership or
hypothecation.

(c) Each transfer, assignment, subletting, license or concession agreement and
hypothecation to which there has been consent shall be by instrument in
writing, in form satisfactory to Landlord, and shall be executed by the
transferor, assignor, sublessor, licensor, concessionaire, hypothecator or
mortgagor and the transferee, assignee, sublessee, licensee, concessionaire, or
mortgagee shall agree in writing for the benefit of Landlord to assume, to be
bound by, and to perform the terms, covenants and conditions of this lease to
be done, kept and performed by Tenant. One executed copy of such written
instrument shall be delivered to Landlord. Failure to first obtain in writing
Landlord's consent or failure to comply with the provisions of this ARTICLE 21
shall operate to prevent any such transfer, assignment, subletting, license,
concession agreement or hypothecation from becoming effective.

(d) If Tenant is a corporation, and if the control thereof changes at any time
during the term hereof, then Landlord, at its option, may, by giving sixty (60)
days' prior written notice to Tenant, declare such a change a breach of this
lease, subject to the remedies provided for breach in ARTICLE 23 hereof. The
provisions of the preceding sentence, however, shall not be applicable if
control of the corporation changes as the result of a public offering. If, at
any time during the term of this lease, any part or all of its outstanding
voting stock, if Tenant is a corporation, or any interest in the partnership,
if Tenant is a partnership, shall be transferred by sale, assignment, bequest,
inheritance, operation of law, or other dispositions so as to result in a
change in the present effective voting control of Tenant by the person or
persons owning a majority of said outstanding voting stock or a majority
interest in the partnership, as the case may be, on the date of this lease,
then such event shall constitute an assignment for the purposes of this lease.
In the event there is a surety of this lease, then if at any time during the
term of this lease (a) any part or all of such surety's outstanding voting
stock, if such surety is a corporation, or any interest in the partnership, if
such surety is a partnership, shall be transferred by sale, assignment,
bequest, inheritance, operation of law, or other dispositions so as to result
in a change in the present effective voting control of such surety by the
person or persons owning a majority of said outstanding voting stock or a
majority interest in the partnership, as the case may be, on the date of this
lease, or (b) such surety is dissolved, Tenant shall so notify Landlord. Such
notice shall be effective in accordance with this ARTICLE 21, paragraph (d)
only if said notice shall include or state all of the following: (a) that said
notice is given pursuant to ARTICLE 21, paragraph (d) of this lease; (b) the
occurrences giving rise to such notice, stated with particularity as to the
effective date, parties involved or affected and the shares or interests
affected; (c) in the event of a transfer of shares or a partner's interest, a
recent financial statement (certified by an independent Certified Public
Accountant) of the transferee or transferees; and (d) that Landlord shall have
thirty (30) days from receipt of such notice to terminate this lease as
described in this ARTICLE 21, paragraph (d). Landlord shall have the right, at
its option, to terminate this lease by notice to Tenant given within thirty
(30) days after Landlord's receipt of such notice from Tenant. In the event
Landlord receives other notice of such transfer or of the dissolution of such
surety, then Landlord shall have the right, at its option within ninety (90)
days after receipt of such other notice,


                                      -11-
<PAGE>   24
to terminate this lease or to declare an event of default under ARTICLE 23 of
this lease. The foregoing provisions shall not apply to any corporation if, and
so long as all the outstanding voting stock of such corporation is listed on a
National Securities Exchange as defined in the Securities Exchange Act of 1934,
as amended. For the purposes of this paragraph (d), stock ownership shall be
determined in accordance with the principles set forth in Section 544 of the
Internal Revenue Code of 1954, as the same existed on August 16, 1954, and the
term "voting stock" shall refer to the shares of stock regularly entitled to
vote for the election of directors of the corporation.

                                   ARTICLE 22
                               Access to Premises

Tenant agrees that Landlord, its agents, employees or servants, or any person
authorized by Landlord, may enter the leased premises for the purpose of: (a)
inspecting the condition of same; (b) making such repairs, additions or
improvement thereto, or to the building of which they are a part, as Landlord
may elect or be required to make; (c) exhibiting the same to prospective
purchasers of the building in which the leased premises are contained; and (d)
placing notices, during the last sixty (60) days of the term hereof, in and
upon said premises at such places as may be determined by Landlord. Tenant
agrees that neither Tenant nor any person within Tenant's control will
interfere with such notices. Landlord shall not disturb Tenant's conduct of
business, except in cases of emergency.

                                   ARTICLE 23
                               Defaults by Tenant

(a)      The occurrence of any of the following shall constitute a material
default and breach of this lease by Tenant:

         (i) Any failure by Tenant to pay the rental or make any other payment
         required to be made by Tenant hereunder when same shall become due and
         payable;

         (ii) The abandonment or vacation of the leased premises by Tenant;

         (iii) A failure by Tenant to observe and perform any other provision
         of this lease to be observed or performed by the Tenant, where such
         failure continues for three (3) days after written notice thereof by
         Landlord to Tenant; or

         (iv) The making by Tenant of any general assignment for the benefit of
         creditors; the filing by or against Tenant of a petition to have
         Tenant adjudged as bankrupt or of a petition for reorganization or
         arrangement under any law relating to bankruptcy (unless in the case
         of a petition filed against Tenant, the same is dismissed within sixty
         (60) days); the appointment of a trustee or receiver to take
         possession of substantially all of Tenant's assets located at the
         leased premises or of Tenant's interest in this lease; or the
         attachment, execution or other judicial seizure of substantially all
         of Tenant's assets located at the leased premises or of Tenant's
         interest in this lease, where such seizure is not discharged within
         thirty (30) days.

(b)      In the event of any such default by Tenant, then in addition to any
other remedies available to Landlord at law or in equity, Landlord shall have
the immediate option to terminate this lease and all rights of Tenant hereunder
by giving written notice of such intention to terminate. In the event that
Landlord shall elect to so terminate this lease, then Landlord may recover from
Tenant:

         (i) The worth at the time of award of any unpaid rent which had been
         earned at the time of such termination; plus

         (ii) The worth at the time of award of the amount by which the unpaid
         rent which would have been earned after termination until the time of
         award exceeds the amount of such rental loss Tenant proves could have
         been reasonably avoided; plus

         (iii) The worth at the time of award of the amount by which the unpaid
         rent for the balance of the term after the time of award exceeds the
         amount of such rental loss that Tenant proves could be reasonably
         avoided; plus

         (iv) Any other amount necessary to compensate Landlord for all the
         detriment proximately caused by Tenant's failure to perform its
         obligations under this lease or which in the ordinary course of things
         would be likely to result therefrom; and

         (v) At Landlord's election, such other amounts in addition to or in
         lieu of the foregoing as may be permitted from time to time by
         applicable law.

(c)      The term "rent" as used herein shall be deemed to be and to mean the
Minimum Annual Rental and all other sums required to be paid by Tenant pursuant
to the terms of this lease. For purposes of this ARTICLE 23, all such sums,
other than the Minimum Annual Rental, shall be computed on the basis of the
average monthly amount thereof, accruing during the immediately preceding
twenty-four (24) month period prior to default, except that if it becomes
necessary to compute such rental before such twenty-four (24) month period has
occurred, then such rental shall be computed on the basis of the average
monthly amount accruing during such shorter period. As used in paragraph (b)
(i) and (b) (ii) above, the "worth at the time of award" is computed by
allowing interest at the maximum legal rate. As used in paragraph (b) (iii)
above, the "worth at the time of award" is computed by discounting such amount
at the discount rate of the Federal Reserve Bank of Dallas at the time of award
plus one percent (1%).

(d)      In the event of any such default by Tenant, Landlord shall also have
the right to re-enter the leased premises and remove all persons and property
from said premises, which property may be removed and stored in a public
warehouse or elsewhere at the cost of and for the account of Tenant.

(e)      In the event of the vacation or abandonment of the leased premises by
Tenant or in the event that Landlord shall elect to re-enter as provided in
paragraph (d) above or shall take possession of the leased premises pursuant to
legal proceeding or pursuant to any notice provided by law, and if Landlord
does


                                      -12-
<PAGE>   25
not elect to terminate this lease as provided in paragraph (b) above, then
Landlord may from time to time, without terminating this lease, either recover
all rental as it becomes due or relet the leased premises or any parts thereof
for such term or terms and at such rental or rentals and upon such other terms
and conditions as Landlord in its sole discretion may deem advisable, with the
right to make alterations and repairs to the leased premises.

(f)      In the event that Landlord shall elect to so relet pursuant to the
preceding paragraph, then rentals received by Landlord from such reletting
shall be applied: first, to the payment of any indebtedness other than rent due
hereunder from Tenant to Landlord; second, to the payment of any cost of such
reletting; third, to the payment of the cost of any alterations and repairs to
the leased premises; fourth, to the payment of rent due and unpaid hereunder;
and the residue, if any, shall be held by Landlord and applied in payment of
future rent as the same may become due and payable hereunder. Should that
portion of such rentals received from such reletting during any month, which is
applied to the payment of rent hereunder, be less than the rent payable during
that month by Tenant hereunder; then Tenant shall pay such deficiency to
Landlord. Such deficiency shall be calculated and paid monthly. Tenant shall
also pay to Landlord, as soon as ascertained, any costs and expenses incurred
by Landlord in such reletting or in making such alterations and repairs not
covered by the rentals received from such reletting of the leased premises.

(g)      No re-entry or taking possession of the leased premises by Landlord
pursuant to paragraphs (d) or (e) of this ARTICLE 23 shall be construed as an
election to terminate this lease, nor shall it cause a forfeiture of rents or
other charges remaining to be paid during the balance of the term hereof,
unless a written notice of such intention be given to Tenant or unless the
termination thereof be decreed by a court of competent jurisdiction.
Notwithstanding any reletting without termination by Landlord because of any
default by Tenant, Landlord may at any time after such reletting elect to
terminate this lease for any such default.

                                   ARTICLE 24
                             Surrender of Premises

Tenant shall, upon termination of the term hereof, or any earlier termination
of this lease for any cause, surrender to Landlord the leased premises,
including, without limitation, all building apparatus and equipment then upon
the leased premises; and all alterations, improvements and other additions
which may be made or installed by either party to, in, upon or about the leased
premises, other than trade fixtures, signs, and other personal property which,
if Tenant is not then in default, remain the property of Tenant as provided in
ARTICLE 13 hereof, shall be surrendered to Landlord by Tenant without any
damage, injury or disturbance thereto, or payment therefor.

                                   ARTICLE 25
                          Tenant's Conduct of Business

Tenant covenants and agrees that, continuously and uninterruptedly from and
after its initial opening for business, it will operate and conduct within the
leased premises the business it is permitted to operate and conduct under the
provisions of this lease, except while the leased premises are untenable by
reason of fire or other casualty. Tenant agrees to conduct its business at all
times in a first-class manner consistent with reputable business standards and
practices, and that it will at all times keep and maintain within and upon the
leased premises an adequate stock of merchandise and trade fixtures to service
and supply the usual and ordinary demands and requirements of its customers and
that it will keep the leased premises in a neat, clean, and orderly condition.
Tenant also agrees to conduct Tenant's business under the trade name agreed to
by Landlord in ARTICLE 1. Tenant further agrees to keep open the leased
premises and operate the business conducted thereon at such hours and on such
days and evenings of the week as may be determined from time to time by
Landlord.

                                   ARTICLE 26
                             Rules and Regulations

Landlord agrees that in carrying out the rules and regulations applicable to
all of Landlord's merchant tenants in the Shopping Center, Tenant shall not be
discriminated against, and Tenant covenants and agrees that Tenant will comply
with reasonable rules and regulations set by Landlord from time to time for the
operation of the Shopping Center, including the following:

(a)      Tenant shall not affix or maintain upon the glass panes and supports
of the show windows (and within thirty-six (36) inches of any window), doors
and the exterior walls of the leased premises, any signs, advertising placards,
names, insignia, trademarks, descriptive material or any other such like item
or items, and Landlord shall have the right, without giving prior notice to
Tenant and without any liability for damage to the leased premises, to remove
any signs, advertising placards, names, insignia, trademarks, descriptive
material or any other such like item or items, except such as shall have first
received written approval of Landlord as to size, type, color, location, copy,
nature and display qualities. Anything to the contrary in this lease
notwithstanding, Tenant shall not affix any sign to the roof of the leased
premises;

(b)      No awning or other projections shall be attached to the outside walls
of the leased premises or the building of which they form a part without, in
each instance, the prior written consent of Landlord; and

(c)      All loading and unloading of goods shall be done only at such times,
in the areas and through the entrances designated for such purpose by Landlord.

Tenant shall advise and use its best efforts to cause its vendors to deliver
all merchandise before noon on Mondays through Fridays and not at any other
times. All deliveries are to be made to designated service or receiving areas
and Tenant shall request delivery trucks to approach their service or receiving
areas by designated service routes and drives.

No parking or storing of tractor trailers will be permitted in the Shopping
Center without Landlord's permission. Tractor trailers, which must be unhooked
or parked must use steel plates under dolly wheels to prevent damage to the
asphalt paving surface. In addition, wheel blocking must be available for use.
Tractor trailers are to be removed from the loading areas after unloading. No
parking or storing of such trailers will be permitted in the Shopping Center;
               
                                       13
<PAGE>   26
Except for small parcel packages, no deliveries will be permitted through the
Mall unless the leased premises do not have a rear service door. In such event,
prior arrangements must be made with the Resident Mall Manager for delivery at
such leased premises. Merchandise being received shall immediately be moved
into the leased premises and not be left in the service or receiving areas.

(d)      All garbage and refuse shall be kept in the kind of container
specified by Landlord, and shall be disposed of in the manner and at the times
and places specified by Landlord. Tenant is responsible for storage and removal
of its trash, refuse and garbage. Tenant shall not dispose of the following
items in sinks or commodes: plastic products (plastic bags, straws, boxes);
sanitary napkins; tea bags; cooking fats, cooking oils; any meat scraps or
cutting residue; petroleum products (gasoline, naphtha, kerosene, lubricating
oils); paint products (thinner, brushes); or any other items which the same are
not designed to receive. All tenant store floor area, including vestibules,
entrances and returns, doors, fixtures, windows and plate glass, shall be
maintained in a safe, neat and clean condition;                              

(e)      No radio or television aerial shall be erected on the roof or exterior
walls of the leased premises without the prior written consent of Landlord. Any
aerial so installed shall be subject to removal without notice at any time and
any damage to the walls or roof caused by such removal shall be the
responsibility of Tenant;

(f)      Tenant shall not permit or suffer the use of any advertising medium
which can be heard or experienced outside of the leased premises, including,
without limiting the generality of the foregoing, flashing lights,
searchlights, loud speakers, phonographs, radios or television. No radio,
television, or other communication antenna equipment or device is to be
mounted, attached, or secured to any part of the roof, exterior surface, or
anywhere outside the leased premises, unless Landlord has previously given its
written consent;

(g)      No auction, fire, bankruptcy, going out of business or liquidation
sales shall be conducted on or about the leased premises without the prior
written consent of Landlord;

Tenant shall not permit or suffer merchandise of any kind at any time to be
placed, exhibited or displayed outside its leased premises, nor shall Tenant use
the exterior sidewalks or exterior walkways of its premises to display, store or
place any merchandise. No sale of merchandise by tent sale, truck load sale, or
the like shall be permitted on the parking lot or other Joint Use Areas;

(h)      Tenant shall keep Tenant's display windows illuminated and the signs
and exterior lights lighted each and every day of the term hereof during the
hours designated by Landlord. Tenant shall promptly repair any malfunctions in
sign lighting; or at Landlord's request, Tenant shall turn sign lighting off
until such malfunction is corrected;

(i)      The outside areas immediately adjoining the leased premises shall be 
kept clear at all times by Tenant and Tenant shall not place nor permit any
obstructions, garbage, refuse, merchandise or displays in such areas;

(j)      Nothing is to be attached or placed on the roof or exterior walls of
the leased premises, and Tenant's access to the roof is to be limited to
inspection for damages only. Absolutely no roof penetrations shall be made by
Tenant;

(k)      Landlord may from time to time designate specific areas in which
vehicles owned or operated by Tenant or Tenant's employees must be parked and
may prohibit the parking of any such vehicles in any other part of the common
areas. Landlord will formally notify Tenant, at Tenant's Shopping Center
address, of such parking designation. Upon receipt and acknowledgement of said
notice, Tenant shall notify each of its employees of the provisions of this
section prior to commencing employment connected with the premises. Tenant
shall furnish Landlord a list of license numbers of the motor vehicles operated
by Tenant or Tenant's employees within five (5) days after request by Landlord,
and Tenant shall thereafter notify Landlord of any and all changes to such list
within five (5) days after each change occurs.  Landlord may cause to be towed
away, at Tenant's expense, any violating vehicles, and Tenant waives any
liability of Landlord to Tenant resulting therefrom; or Landlord may, for any
such violating vehicles, charge Tenant, as additional rent, a daily rate equal
to Ten Dollars ($10.00) for each violating vehicle per day or part thereof.
All amounts due under the provisions of this paragraph shall be paid by Tenant
upon demand;

(l)      Tenant shall use, at Tenant's expense, such pest extermination
contractor as Landlord may direct and at such intervals as Landlord may
require, providing the cost thereof is competitive to any similar service
available to Tenant;

(m)      Tenant, its employees and/or agents shall not solicit business in the
parking or other Joint Use Areas, nor shall Tenant, its employees and/or its
agents, distribute any handbills or other advertising matter in or on
automobiles parked in the parking or other Joint Use Areas;

Other than as permitted under the provisions of the EXHIBITS, Tenant shall not
permit or suffer any advertising medium to be placed on Enclosed Mall walls, on
Tenant's mall or exterior windows, on standards in the Enclosed Mall, on the
sidewalks or on the parking lot areas, or outside walls or roof, or light
poles. No permission, expressed or implied, is granted to exhibit or display
any banner, pennant, sign, and trade or seasonal decoration of any size, style
or material within the Shopping Center, outside the Tenant premises;

(n)      In the event Landlord installs a central music system in the Shopping
Center,and Tenant desires to purchase outside music system, then in that event,
Tenant shall purchase such system from Landlord, provided Landlord's charge
therefor is competitive to any similar service available to Tenant;
       




                                    -14-
<PAGE>   27
(o)      Tenant shall not carry on any trade or occupation or operate any
instrument, apparatus or equipment which emits an odor or causes a noise
discernible outside of the leased premises and which may be deemed offensive in
nature;

(p)      Tenant shall not place or maintain any temporary fixtures for the
display of merchandise, other than those approved by Landlord in accordance
with EXHIBIT C hereof, within six (6) feet of any entrance to the leased
premises, and Landlord shall have the right, without giving prior notice to
Tenant and without any liability for damage to the leased premises or Tenant's
merchandise, to remove any of the same from the leased premises, except such as
shall have first received the written approval of Landlord as to size, color,
location, nature and display qualities;

(q)      Tenant shall not permit or suffer any portion of the leased premises
to be used for lodging purposes;

(r)      Tenant shall not, in or on any part of the (inside or outside) Joint 
Use Areas:

Vend, peddle, or solicit orders for sale or distribution of any merchandise,
device, service, periodical, book, pamphlet or other matter whatsoever;

Exhibit any sign, placard, banner, notice or other written material;

Distribute any circular, booklet, handbill, placard or other material;

Solicit membership in any organization, group or association or contribution
for any purpose;

Create a nuisance;

Use any Joint Use Area (including the Enclosed Mall) for any purpose when none
of the other retail establishments within the Shopping Center is open for
business or employment;

Throw, discard, or deposit any paper, glass or extraneous matter of any kind,
except in designated receptacles, or create litter or hazards of any kind; or

Deface, damage or demolish any sign, light standard or fixture, landscaping
materials or other improvement within the Shopping Center, or the property of
customers, business invitees or employees situated within the Shopping Center.

(s)      Tenant agrees to comply with regulations requiring a clear exiting
path through Tenant's stockroom to Tenant's rear exit door within those Tenant
Premises that contain a rear door.

Landlord shall, for the enforcement of the covenants, conditions and agreements
now or hereafter made a part of this ARTICLE 26, to be referred to as "Rules and
Regulations," have all remedies in this lease provided for breach of the
provisions hereof.

                                   ARTICLE 27
                                 Eminent Domain

(a)      In the event the entire leased premises shall be appropriated or taken
under the power of eminent domain by any public or quasi-public authority, this
lease shall terminate and expire as of the date of such taking, and both
Landlord and Tenant shall thereupon be released from any liability thereafter
accruing hereunder. In the event more than twenty-five percent (25%) of the
square footage of floor area (including mezzanine, if any) of the leased
premises is taken under the power of eminent domain by any public or
quasi-public authority, or if by reason of any appropriation or taking,
regardless of the amount so taken, the remainder of the leased premises is not
usable for the purposes for which the leased premises were leased, then either
Landlord or Tenant shall have the right to terminate this lease as of the date
Tenant is required to vacate a portion of the leased premises so taken upon
giving notice to the other in writing of such election within sixty (60) days
after the date of such taking. In the event of such termination, both Landlord
and Tenant shall thereupon be released from any liability thereafter accruing
hereunder. In the event a portion of the Shopping Center shall be taken,
condemned or transferred as aforesaid and as a result thereof Landlord, in its
sole discretion, elects to discontinue the operation of Landlord's Parcel,
Landlord may cancel this Lease by giving Tenant notice of its election and
this Lease shall terminate and shall become null and void ninety (90) days
after said notice and the provisions with respect to the awards shall be as set
forth in paragraph (b) of this ARTICLE 27.

(b)      Whether or not this lease is terminated, Landlord shall be entitled to
the entire award or compensation in such proceedings, but nothing herein shall
be deemed to affect Tenant's right to apply for and receive a separate award
for compensation or damages for its fixtures and personal property. If this
lease is terminated as herein above provided, all items of rent, additional
rent and other charges for the last month of Tenant's occupancy shall be
prorated and Landlord agrees to refund to Tenant any rent, additional rent or
other charges paid in advance.

(c)      Except as otherwise provided in the final sentence in paragraph (a) of
this ARTICLE 27, if both Landlord and Tenant elect not to so terminate this
lease, Tenant shall remain in that portion of the leased premises which shall
not have been appropriated or taken as herein provided, and Landlord agrees
Landlord's cost and expense, to, as soon as reasonably possible, restore the
remaining portion of the leased premises to a complete unit of like quality and
character as existed prior to such appropriation or taking; and thereafter the
Minimum Annual Rental provided for in ARTICLE 4 hereof shall be adjusted on an
equitable basis, taking into account the relative value of the portion taken as
compared to the portion remaining. For the purpose of this ARTICLE 27, a
voluntary sale or conveyance in lieu of condemnation, but under threat of
condemnation, shall be deemed an appropriation or taking under the power of
eminent domain.





                                      -15-
<PAGE>   28
                                 ARTICLE 28
                                Attorney's Fees

In the event that at any time during the term of this lease either Landlord or
Tenant shall institute any action or proceeding against the other relating to
the provisions of this lease, or any default hereunder, then, and in that
event, the unsuccessful party in such action or proceeding agrees to reimburse
the successful party for the reasonable expenses of attorney's fees and
disbursements incurred therein by the successful party.

                                   ARTICLE 29
                          Sale of Premises by Landlord

In the event of any sale or exchange of the leased premises by Landlord and
assignment by Landlord of lease, Landlord shall be and is hereby entirely freed
and relieved of all liability under any and all of its covenants and
obligations contained in or derived from this lease arising out of any act,
occurrence or omission relating to the leased premises or this lease occurring
after the consummation of such sale or exchange and assignment.

                                   ARTICLE 30
                                    Notices

Notices and demands required or permitted to be given hereunder shall be sent
by certified mail addressed, if to Landlord, at the address at which the last
rental payment was made or required to be made, and if to Tenant, addressed to
Tenant at the legal address for notice in ARTICLE 1, or such other address as
was last specified respectively by notice by Landlord or Tenant. The effective
time of such notice shall be when the same is deposited in an official United
States Post Office, postage prepaid, certified or registered mail, return
receipt requested.

                                   ARTICLE 31
                                    Remedies

All rights and remedies of Landlord herein created or otherwise extending at
law are cumulative, and the exercise of one or more rights or remedies may be
exercised and enforced concurrently and whenever and as often as deemed
desirable.

                                   ARTICLE 32
                             Successors and Assigns

All covenants, promises, conditions, representations and agreements herein
contained shall be binding upon, apply and inure to the parties hereto and
their respective heirs, executors, administrators, successors and assigns; it
being understood and agreed, however, that the provisions of ARTICLE 21 are in
nowise impaired by this ARTICLE 32.

                                   ARTICLE 33
                                Representations

It is understood and agreed by Tenant that Landlord and Landlord's agents have
made no representations or promises with respect to the leased premises or the
making or entry into this lease, except as in this lease expressly set forth,
and that no claim or liability, or cause for termination, shall be asserted by
Tenant against Landlord for and Landlord shall not be liable by reason of, the
breach of any representations or promises not expressly stated in this lease.

                                   ARTICLE 34
                                     Waiver

The failure of Landlord to insist upon strict performance by Tenant of any of
the covenants, conditions, and agreements of this lease shall not be deemed a
waiver of any of Landlord's rights or remedies and shall not be deemed a waiver
of any subsequent breach or default by Tenant in any of the covenants,
conditions and agreements of this lease. No surrender of the leased premises
shall be affected by Landlord's acceptance of rental or by any other means
whatsoever unless the same be evidenced by Landlord's written acceptance of
such as a surrender.

                                   ARTICLE 35
                                  Holding Over

If Tenant or any party claiming under Tenant remains in possession of the
premises, or any part thereof, after any termination or expiration of this
lease, no tenancy or interest in the premises shall result therefrom, but such
holding over shall be an unlawful detainer and all such parties shall be
subject to immediate eviction and removal, and Tenant shall pay upon demand to
Landlord, during any period which Tenant shall hold the premises after the term
has expired, as liquidated damages, a sum equal to all percentage rent and
additional rent provided for in this lease plus an amount computed at the rate
of double the Minimum Annual Rental for such period.

                                   ARTICLE 36
                                 Interpretation

The parties hereto agree that it is their intention hereby to create only the
relationship of Landlord and Tenant, and no provision hereof, or act of either
party hereunder, shall ever be construed as creating the relationship of
principal and agent, or a partnership, or a joint venture or enterprise between
the parties hereto.

                                 ARTICLE 37
                               Marketing Service

(a) Landlord will establish a Marketing Service to furnish and maintain
professional advertising and sales promotions which will benefit all merchants
in the shopping center. In conjunction with said Service, Landlord agrees to
provide personnel, including sufficient secretarial services, to pay salaries
and benefits for such personnel, and to pay for office rental, utilities,
supplies, telephone and all equipment expense necessary for efficient
operation. A committee composed of a representative of each department store,
an equal number of representatives of the mall tenants, and a representative of
Landlord will be formed by Landlord to review the advertising and promotional
activities sponsored by the Service.

Tenant agrees to pay for the Marketing Service an amount equal to $0.75 per
square foot of the floor area of leased premises per year, or a minimum annual
fee of $1,200.00, whichever is greater, payable in equal monthly installments
on the same day rent is due under ARTICLE 3 hereof. All monies received under
this ARTICLE 37 (a) shall be used solely for the purpose of advertising and
promotional services of the Shopping Center. The Marketing Service Fee owed by
Tenant hereunder will be increased effective as of January 1 of each calendar
year during the term of this lease by a percentage equal to the percentage
increase, if any, in (i) the United States Department of Labor, Bureau of Labor
Statistics, Consumer Price Index for all Urban Consumers (CPI-U) Dallas, Texas
- All Items (1967 = 100) (the "Index") applicable for the





                                      -16-
<PAGE>   29
month of December of the immediately preceding calendar year, over and above
(ii) the corresponding Index figure for the first full month of the term of
this lease; provided that if such index should be discontinued, such
calculation shall be made by use of another reputable index selected by
Landlord and provided further, that if the base period for the Index (currently
1967 = 100) is hereafter changed, the new base period shall be used in making
the foregoing calculation.

(b)      Landlord shall plan as a part of the yearly advertising and sales
promotion calendar, a variety of joint advertising efforts which Landlord deems
to be in the best sales and traffic generation interest of the Shopping Center.
Tenant agrees to join in a minimum of four (4) said joint advertising efforts
per calendar year with a minimum of one-quarter (1/4) page print ad or the
equivalent expenditure in broadcast or other effort planned by Landlord.

Landlord's representative shall supply to Tenant's designee a schedule of the
coming year's joint advertising efforts no later than ninety (90) days prior to
the close of the previous calendar year. Tenant agrees to supply to Landlord a
list of at least four (4) said joint advertising efforts in which Tenant will
advertise within thirty (30) days of its receipt of the above mentioned notice
from Landlord. Tenant may adjust its commitment at any time so long as it joins
in a minimum of four (4) joint advertising efforts during the calender year.

If Tenant fails to fulfill its advertising obligation set forth above for any
rent year, then Tenant shall, within (60) days after the end of such rent year,
pay to Landlord the difference between the amount properly spent by Tenant in
fulfillment of its advertising obligation, and one percent (1%) of Tenant's
gross sales for such rent year period. Funds paid to the Landlord pursuant to
the preceding sentence shall be spent for the promotion of the Shopping Center
in such a manner as Landlord may determine.

Tenant may, at its option, pay the equivalent of four (4) one-quarter (1/4) page
ads or the equivalent amount in broadcast or other medias selected by the
Shopping Center, into an advertising pool which Landlord agrees to use to
advertise Tenant's store or in a method deemed appropriate by Landlord. Said
monies will be adjusted yearly by the increase or decrease in the cost of
aforementioned one-quarter (1/4) page ad or equivalent broadcast or other effort
planned by Landlord.

                                   ARTICLE 38
                               Covenant of Title

Landlord covenants that it has full right, power and authority to make this
lease and that Tenant or any permitted assignee or sublessee of Tenant, upon the
payment of the rentals and performance of the covenants upon Tenant's part to be
performed hereunder, shall and may peaceably and quietly have, hold and enjoy
the leased premises and improvements thereon during the term or any renewal or
extension hereof.

                                   ARTICLE 39
                              Waiver of Redemption

Tenant hereby expressly waives any and all rights of redemption granted by or
under any present or future laws in the event of Tenant being evicted or
dispossessed for any cause, or in the event of Landlord obtaining possession of
the leased premises by reason of the violation by Tenant of any of the
covenants and conditions of this lease or otherwise.  The rights given to
Landlord herein are in addition to any rights that may be given to Landlord by
any statute or otherwise.

                                   ARTICLE 40
                               Tenant's Property

Landlord, its agents or employees, shall not be liable and Tenant waives all
claims for any, damage to persons or property sustained by Tenant or any person
claiming through Tenant located on the leased premises, nor for the loss of or
damage to any property of Tenant or of others by theft or otherwise, whether
caused by other tenants or persons in the Shopping Center or in the leased
premises, occupants of adjacent property, or the public, or caused by
operations in construction of any private, public or quasi-public work. All
property of Tenant kept or stored on the leased premises shall be so kept or
stored at the risk of Tenant only and Tenant shall hold Landlord harmless from
any claims arising out of damage to the same or damage to Tenant's business,
including subrogation claims by Tenant's insurance carrier.

                                   ARTICLE 41
                                  Lease Status

At any time and from time to time, upon request of Landlord, Tenant will
execute, acknowledge and deliver to Landlord an instrument prepared by Landlord
stating, if the same be true, that this lease is a true and exact copy of the
lease between the parties hereto, that there are no amendments hereof (or
stating what amendments there may be), that the same is then in full force and
effect and that, to the best of Tenant's knowledge, there are then no offsets,
defenses or counterclaims with respect to the payment of rent reserved
hereunder or in the performance of the other terms, covenants and conditions
hereof on the part of Tenant to be performed, and that as of such date no
default has been declared hereunder by either party hereto and that Tenant at
the time has no knowledge of any facts or circumstances which it might
reasonably believe would give rise to a default by either party.

                                   ARTICLE 42
                                   Recording

Tenant shall not record this lease without the written consent of Landlord.
However, upon the request of either party hereto the other party shall join in
the execution of a memorandum or so-called "short form" of this lease for the
purposes of recordation. Said memorandum or short form of this lease shall
describe the parties, the leased premises and the term of this lease and shall
incorporate this lease by reference.

                                   ARTICLE 43
                                 Force Majeure

In the event that either party hereto shall be delayed or hindered in or
prevented from the performance of any act required hereunder by reason of
strikes, lockouts, labor troubles, inability to procure materials, failure of
power, restrictive governmental laws or regulations, riots, insurrection, war
or other reason of a like nature not the fault of the party delayed in
performing work or doing acts required under the terms of this lease, then
performance of such act shall be excused for the period of delay and the period
for the performance of any such act shall be extended for a period equivalent
to the period of such delay. The provisions of this ARTICLE 43 shall not
operate to excuse Tenant from the prompt payment of rent, percentage rent,
additional rent or any other payments required by the terms of this lease.





                                      -17-
<PAGE>   30
                                   ARTICLE 44
                              Broker's Commission

Tenant warrants that it has dealt with no broker or agent in connection with
this lease, and agrees to indemnify and save Landlord harmless from Al claims,
actions, damages, costs and expenses and liability whatsoever, including
reasonable attorney's, fees, that may arise from any claim by or through Tenant
for commission or finder's fees in connection with this lease.

                                   ARTICLE 45
                      Limitations On Landlord's Liability

Notwithstanding anything to the contrary contained in this lease, in the event
of any default or breach by Landlord with respect to any of the terms,
covenants and conditions of this lease to be observed, honored or performed by
Landlord, Tenant shall look solely to the estate and property of Landlord in
the land and building owned by Landlord comprising the Shopping Center for the
collection of any judgment (or any other judicial procedures requiring; be
payment of money by Landlord) and no other property or assets of Landlord shall
be subject to levy, execution, or other procedures for satisfaction of Tenant's
remedies.

                                   ARTICLE 46
                               Security Agreement

1.       For valuable consideration and as security for the payment of rent and
other charges becoming due hereunder, Tenant hereby grants to Landlord a
security interest in the following described collateral: (a) All inventory in
the leased premises during the term of this lease; (b) all equipment and other
personalty placed in the leased premises during the term of this lease; and (c)
all of the proceeds of said inventory, equipment and personalty.

2.       Upon the happening of any of the following events or conditions,
namely: (1) Default in the payment of rent or performance of any of the
obligations or of any covenant or liability contained or referred to herein;
(2) making of any levy, seizure or attachment of the collateral; or (3) death,
dissolution, termination of existence, insolvency, business failure,
appointment of a receiver, assignment for the benefit of creditors by, or the
commencement of any proceeding under any bankruptcy or insolvency laws by or
against, Tenant or any guarantor or surety for Tenant thereupon, or any) time
thereafter (such default not having previously been cured) Landlord shall then
have all the remedies of a secured party under the laws of the state in which
the leased premises are located, including, without limitation thereto, the
right to take possession of the collateral, and for that purpose Landlord may
enter upon the leased premises and remove the same therefrom. Landlord will
give Tenant at last ten (10) days' prior written notice of any public sale
thereof or of the date after which any private sale or any other intended
disposition is to be made, and at any such sale the Landlord may purchase the
collateral.

3.       This security agreement and the security interest and collateral
created hereby shall be terminated when all of the rent and other charges
becoming due during the term of this lease or extension thereof have been paid
in full.

                                   ARTICLE 47
                                Entire Agreement

IT IS UNDERSTOOD AND AGREED BY THE PARTIES HERETO THAT THIS LEASE AGREEMENT
SHALL CONSTITUTE THE ONLY AGREEMENT BETWEEN THEM RELATIVE TO THE DEMISED
PREMISES AND THAT NO ORAL STATEMENTS OR PRIOR WRITTEN MATTER EXTRINSIC TO THIS
INSTRUMENT SHALL HAVE ANY FORCE OR EFFECT. FURTHER, TENANT ACKNOWLEDGES AND
AGREES THAT NEITHER LANDLORD NOR ANY AGENT OR REPRESENTATIVE OF LANDLORD,
INCLUDING ANY LEASING AGENT ACTING ON BEHALF OF LANDLORD, HAS MADE, AND TENANT
HAS NOT RELIED UPON, ANY REPRESENTATIONS OR ASSURANCES AS TO TENANT'S PROJECTED
OR LIKELY SALES VOLUME, CUSTOMER TRAFFIC OR PROFITABILITY.

IN WITNESS WHEREOF, the parties hereto have executed this Lease Agreement on
the day and year first above mentioned, the corporate party or parties by its
or their proper officers duly authorized hereunto.


RAINBOLT, INC.


BY: /s/ JACK R. GOODWIN                  PADRE STAPLES MALL
    --------------------------

ATTEST: /s/ JOSE A. TORRES               BY: /s/ ROY M. SMITH
       -----------------------              -----------------------
                                              ROY M. SMITH

                                         BY: /s/ W. M. BEVLY
                                            -----------------------
                                              W. M. BEVLY


        TENANT                                 LANDLORD

                                      -18-
<PAGE>   31
                                   GUARANTY




        FOR VALUE RECEIVED and in consideration for and as an inducement to
Landlord making the within lease with Tenant, the undersigned, on behalf of
himself, his legal representatives, heirs, successors and assigns,
unconditionally and absolutely guarantees to Landlord, Landlord's successor and
assigns, the full performance and observance of all the provisions therein
provided to be performed and observed by Tenant, including the rules and
regulations, without requiring any notice of non-payment, non-performance, or
non-observance, or proof, notice, or demand, whereby to charge the undersigned
therefor, all of which the undersigned expressly waives and expressly agrees
that the validity of this agreement and the obligations of the Guarantor
hereunder shall in no event and in no manner be terminated, affected or
impaired by reason of the assertion by Landlord against Tenant of any of the
rights or remedies reserved to Landlord pursuant to the provisions of the within
lease. The undersigned further agrees that this Guaranty shall remain and
continue in full force and effect as to any renewal, modification or extension
of this lease. As a further inducement to Landlord to make this lease and in
consideration thereof, Landlord and the undersigned agree that in any action or
proceeding brought by either Landlord or the undersigned against the other on
any matters whatsoever arising out of, under, or by virtue of the terms of this
lease or of this Guaranty, that Landlord and the undersigned shall and do
hereby waive trial by jury.

Dated: 2-29-88
      -----------------------
Witnesses: /s/ JOSE A. TORRES          Guarantor: /s/ JACK GOODWIN
           ------------------                    -----------------------
                                                  Jack Goodwin

-----------------------------          Address:   502 Santa Fe
                                               -------------------------
                                                  Victoria, Texas 77904
                                       ---------------------------------




STATE OF TEXAS          

COUNTY OF VICTORIA

        Personally appeared before me, a Notary Public in and for said County
and State, Jack Goodwin, known personally by me, and being sworn, did dispose
and say that s(he) executed the foregoing LEASE AGREEMENT as Guarantor thereof.

        WITNESS MY HAND AND THIS NOTARIAL SEAL this 4th day of March, 1988.



                                /s/ SYLVIA HARTLEY
                                ------------------------------
                                NOTARY PUBLIC IN AND FOR THE
                                STATE OF TEXAS


                                Sylvia Hartley
                                ------------------------------
                                TYPED OR PRINTED NAME

MY COMMISSION EXPIRES:                                
      9-15-91
---------------------

                  
<PAGE>   32







                                [DIAGRAM EXHIBIT]



        PADRE STAPLES MALL
                           
                                                           APPROVED
                                                           EXHIBIT A
                                                           /s/ JRG
                                                           ------------------
                                                           TENANT'S INITIALS

                                                           /s/ RS  WMB
                                                           -------------------
                                                           LANDLORD'S INITIALS


NOTE: This is a lease plan and is not a representation as to the size, 
location, or opening date of any tenant or occupancy of building at Padre
Staples Mall. This plan is subject to change and to the approval of all
governmental agencies having jurisdiction. Exact dimensions and store locations
are binding only to the extent provided for in executed lease.
                                                                
<PAGE>   33







                                [DIAGRAM EXHIBIT]



        PADRE STAPLES MALL
                           
                                                           APPROVED
                                                           EXHIBIT B
                                                           /s/ JRG
                                                           ------------------
                                                           TENANT'S INITIALS

                                                           /s/ RS  WMB
                                                           -------------------
                                                           LANDLORD'S INITIALS


NOTE: This is a site plan and is not a representation as to the size, 
location, or opening date of any tenant or occupancy of building at Padre
Staples Mall. This plan is subject to change and to the approval of all
governmental agencies having jurisdiction. Exact dimensions and store locations
are binding only to the extent provided for in executed lease.
                                                                
<PAGE>   34
                            EXHIBIT "C" - FOOD COURT
                        SCHEDULE FOR TENANT IMPROVEMENTS
                DESCRIPTION OF LANDLORD WORK AND OF TENANT WORK

      The Landlord is exercising special and strict design control over the
      Tenant stores that are within the Food Court section of the Mall. The
      character of the Food Court has been carefully developed by the Landlord
      and the Landlord's Architect to display an ambiance and quality that
      departs from the traditional "franchise" look.

      The Landlord will respect Tenant's method of operation, including food
      service and flow; however, the design appearance of all elements visible
      to customers will be designed by Landlord and his Architect. The schedule
      for Tenant Improvements is outlined below:

I.    SCHEDULE FOR TENANT IMPROVEMENTS - Lease Outline Drawings, Delivery Date,
      Schedule and Acceptance By Lessor of Tenant Work

      A.    Landlord has delivered to Tenant by separate enclosure,
            illustrative outline drawings of the leased premises (hereinafter
            called the "lease outline drawings") which contain the basic
            architectural, electrical and mechanical information necessary for
            the preparation of Tenant's plans and specifications for Tenant's
            Work.  By its execution of this lease, Tenant acknowledges receipt
            of the outline drawings and by this reference the same are
            incorporated herein. The date of this lease (or the date of actual
            delivery whichever shall be later), shall be deemed to be the date
            of delivery (hereinafter called the "delivery date") of the outline
            drawings for the purpose of establishing construction schedules:

            1.    WITHIN FIFTEEN (15) CALENDAR DAYS AFTER THE DELIVERY DATE:

                  Tenant agrees to notify Landlord of the identity and mailing
                  address of the licensed architect engaged by Tenant for the
                  preparation of plans for Tenant's Work and Landlord agrees to
                  accept such licensed architect as Tenant's authorized agent
                  (unless notified to the contrary, in writing, by Tenant).

            2.    WITHIN FORTY-FIVE (45) CALENDAR DAYS AFTER DELIVERY DATE:

                  Tenant, at Tenant's expense, shall cause Tenant's architect
                  to prepare and deliver to Landlord for Landlord's approval
                  four(4) sets of plans and specifications for Tenant's Work
                  plus one (1) set of sepias, using the outline drawings as the
                  basis for same. Landlord shall notify Tenant of the matters,
                  if any, in which said plans fail to conform to Tenant's
                  construction requirements or otherwise fail to meet with
                  Landlord's approval. Tenant shall promptly, upon receipt of
                  any such notice from Landlord, cause said plans to be revised
                  in such manner as is requisite to obtaining Landlord's
                  approval and shall submit revised plans for Landlord's
                  approval.

            When Landlord has approved Tenant's plans or revised plans, as the
            case may be, Landlord shall initial and return one set of approved
            plans to Tenant, which so shall also show the date of Landlord's
            approval, and the same shall be made a part hereof by express
            reference thereto as "EXHIBIT C-2." Tenant agrees not to commence
            work upon any of the aforesaid Tenant's Work until Landlord has
            approved EXHIBIT C-2.

      B.    Tenant agrees to notify Landlord of the name and address of
            Tenant's Contractor, and to commence construction work within
            twenty (20) days, to proceed with it diligently, and complete it in
            strict accordance with EXHIBIT C-2 hereof (including the
            installation of all store and trade fixtures, equipment, stock and
            inventory), and to open for business (subject to the provisions of
            ARTICLE 3 hereof) within sixty (60) days (subject to force majeure)
            after the later of the following dates:

            1.    The date of Landlord's approval of EXHIBIT C-2 hereof,
                  provided Tenant has complied with all of the requirements of
                  the preceding Section A with respect to the time limitations
                  for submitting plans and specifications for Tenant's Work; or

            2.    The date upon which the leased premises are sufficiently
                  completed to permit the commencement of Tenant's Work as
                  established by notice from Landlord to Tenant.

            Landlord agrees to notify Tenant fifteen (15) days in advance of
            the time when Tenant can commence Tenant's Work.

      C.    Landlord agrees to issue to Tenant a written acceptance of Tenant
            Work and materials provided in connection with Tenant Work on the
            leased premises not later than thirty (30) days after full
            completion of Tenant Work, provided that Tenant has furnished
            Landlord with all of the following:

            1.    Tenant's affidavit that Tenant Work on the leased premises
                  has been completed and was performed in strict accordance
                  with Tenant Plans approved by Landlord pursuant to ARTICLE 2,
                  and any negligent or false statement as to a material fact
                  therein shall constitute a material breach of this lease.

            2.    An affidavit from the prime contractor or contractors
                  performing Tenant Work that all work has been fully completed
                  in accordance with approved Tenant Plans and that all
                  subcontractors, laborers and material suppliers have been
                  discharged and paid in full.





                                      C-1
<PAGE>   35
            3.    A waiver of lien identifying the store name and the nature
                  of the work performed with respect to the leased premises
                  executed by said prime contractor or contractors and, if
                  requested by Landlord, waivers of lien executed by every
                  subcontractor supplying labor or materials for the leased
                  premises.

            4.    Tenant's written acceptance of the leased premises stating,
                  in part, that Tenant reserves no rights for claims, offsets
                  or backcharges.

            5.    A copy of the Tenant's Certificate of Insurance on file with
                  the center manager.

            6.    Tenant's affidavit that all corrections have been made to the
                  leased premises as required by the Landlord's underwriter.

            7.    Tenant's completion of all items listed on Landlord's punch
                  list.

II.   LANDLORD WORK - The following work is to be performed exclusively by
      Landlord at Landlord's sole expense:

      A.    Floor Slab

            Landlord shall install a minimum four inch (4") reinforced concrete
            floor slab. Concrete to be a minimum 3000 PSI concrete with a
            minimum 6 x 6 x 10 x 10 wire mesh reinforcement. All slab
            penetrations shall be at Tenant's expense and must be approved in
            writing by Landlord.

      B.    Parking Areas, Roads and Sidewalks

            Landlord will provide paved, drained and lighted parking areas,
            together with access roads, sidewalks, directional signs and
            markers.

      C.    Utilities

            Landlord shall provide the following utilities:

            1.    Sanitary Sewer - Landlord will install a sanitary sewer to
                  the Tenant premises within an area and sized as indicated on
                  the lease outline drawing.

            2.    Domestic Water - Landlord will install domestic water to the
                  Tenant premises within an area and sized as indicated on the
                  lease outline drawing.

            3.    Electrical Service - Landlord will install electrical conduit
                  (without wiring) to the Tenant premises within an area
                  indicated on the lease outline drawing. Electrical service
                  shall be 277/480 volt, three phase, four-wire, for Tenant's
                  lighting requirements. Conduit shall be sized to accommodate
                  a service of 10 watts per square foot of floor area of the
                  leased premises. Any increase in the conduit size or other
                  hardware to accommodate electrical service in excess of the
                  amounts stated herein shall be at Tenant's sole expense.

            4.    Telephone - All telephone service to and within the leased
                  premises shall be the sole responsibility of Tenant.

            5.    Gas - No gas service will be available or permitted except
                  with the written approval of Landlord. If such approval is
                  granted, Landlord agrees to cause gas mains to be installed
                  leading to Tenant's meter located at a point determined by
                  Landlord. Connections from this point to the boundary line of
                  the Tenant premises shall be provided by Tenant at Tenant's
                  sole expense. Any further extension within the leased
                  premises shall be constructed by Tenant at its cost. All
                  connections and construction relating to supply of gas shall
                  be subject to approval by all governing bodies.

            6.    Sprinkler System - An automatic wet sprinkler supply main
                  shall be brought to the leased premises within an area
                  indicated on the lease outline drawing. At least one supply
                  Tee connection shall be provided by Landlord. If required by
                  the local governing authority, Landlord will provide
                  sprinkler systems based on one sprinkler head per 100 square
                  feet. Tenant will reimburse Landlord at the rate of $140.00
                  per sprinkler head. Any further modifications to the
                  Landlord's sprinkler system will be the sole responsibility
                  and at the sole expense of the Tenant.

            7.    HVAC System - Tenant shall provide all systems facilities and
                  equipment necessary for the distribution and control of the 
                  cooled air delivered to and within the leased premises.

      D.    Public Spaces

            1.    Mall and Courts - The Malls and Courts shall be hard
                  surfaced, lighted, heated and cooled.

            2.    Service Corridors - Landlord shall complete all construction
                  and finishes to service corridors.

            3.    Service doors to Outside Service Areas - Where possible, a
                  frame and door three feet (3'-0") in width without lockset
                  shall be provided between the Tenant premises and outside
                  service courts, unless Tenant premises can be served from a
                  Landlord-provided service corridor, in which case Tenant will
                  furnish and install a recessed door, frame and lockset.





                                      C-2
<PAGE>   36
            2.    Mall and Courts - The Malls and Courts shall be hard
                  surfaced, lighted, heated and cooled.

            3.    Service Corridors - Landlord shall complete all construction
                  and finishes to service corridors.

            4.    Service doors to Outside Service Areas - Where possible, a
                  frame and door three feet (3'-0") in width without lockset
                  shall be provided between the Tenant premises and outside
                  service courts, unless Tenant premises can be served from a
                  Landlord-provided service corridor in which case Tenant will
                  furnish and install a recessed door, frame and lockset.

            5.    Public Toilet Facilities - Public toilet facilities shall be
                  located outside of the Tenant premises at such locations as
                  the Landlord shall determine.

      E.    Building

            1.    Frame, etc. - The structural frame, columns, beams and roof
                  deck shall be constructed of steel.

            2.    Roof - The roof shall be built-up asphalt and gravel or other
                  membrane roofing over insulation to provide a minimum "U"
                  factor of.15.

            3.    Exterior Walls - Exterior walls shall be of non-combustible
                  construction with an exterior finish of suitable nature and
                  of appropriate materials having a finished appearance and
                  decorative quality designed by Landlord's Architect.

            4.    Partitions - Partitions of exposed studs or exposed masonry
                  shall, at Landlord's option, be provided between the Tenant
                  premises and other Tenant areas. These partitions shall
                  extend from finished floor to the underside of the roof.

            5.    Space Heights - Landlord shall maintain a clear height of
                  eleven feet (11'-0") above Tenant's finished floor slab
                  unless otherwise indicated on the lease outline drawing.

            6.    Neutral Strips - Where desirable in Landlord's opinion, a
                  vertical neutral strip shall separate the leased premises
                  from any adjoining Tenant premises; the center line of said
                  strip may coincide with the vertical lines separating the
                  leased premises.

III.  TENANT WORK - The following work required to complete and place the
      leased premises in finished condition ready to open for business is to be
      performed by the Tenant at the Tenant's own expense. Tenant Work
      includes, but is not limited to, the following:

      A.    Food Court Storefronts

            The Food Court area is distinguished from the balance of the center
            by selected design features which the Tenant is required to
            incorporate into his storefront design, food service operation, and
            display of merchandise. In order to achieve the design continuity
            in the Food Court, the storefronts shall be constructed of ceramic
            tile which has been selected by the Landlord's Project Architect,
            and as set forth in the Tenant Design Criteria Handbook. Landlord
            has complete Design and Construction approval for all Tenant work.

            1.    The Food Court area storefront of the leased premises shall
                  be no less than 75% open. Security shall be  provided by
                  dark bronze anodized roll up or sliding grilles.

            2.    The flooring used in the Food Court public spaces shall be
                  carried into the leased premises to the base of any counters,
                  gondolas, merchandise display units and any other visible
                  areas. This material shall be provided and installed by
                  Tenant.

            3.    All counters, serving lines, display units, etc. shall be
                  located as indicated on the lease outline drawings.

            4.    Tenant shall submit for Landlord approval, a complete palette
                  of materials and colors to be used within the store.

      B.    Signs

            In order to assure an orderly and aesthetically coordinated
            signing, plans for all Tenant's signs must conform to Exhibit "D"
            hereto attached and the Tenant Design Criteria Handbook and before
            installation must be approved by Landlord. Sign drawing submittals
            shall include not only all storefront signage, but also all menu
            board and other graphic material intended for use in the store. No
            permission is granted, expressed or implied to permit Tenant to
            erect an exterior sign of any type.

      C.    Ceiling

            1.    Tenant shall provide all finished ceilings and coves within
                  the leased premises, the height of which shall not exceed
                  eleven feet (11'-0") above the finished floor, unless
                  specifically approved by Landlord.





                                      C-3
<PAGE>   37
            2.    Tenant ceilings shall be non-combustible Class A acoustic
                  tile, gypsum board and/or plaster, suspended by adequate
                  noncombustible suspension systems to conform to final
                  requirements of governing authorities.

            3.    The space above the ceiling line, which is not occupied or
                  allotted to Landlord Work (structural members, duct work,
                  piping, etc.) may be used for the installation of suspended
                  ceiling, recessed lighting fixtures and duct work, and shall
                  not contain any combustible material.

                  Tenant shall provide twenty-four inch by twenty-four inch
                  (24" x 24") access panels in the ceiling within the leased
                  premises at dampers and elsewhere as required by Landlord to
                  provide access to equipment.

                  Expansion joints are installed as a necessary function of
                  this structure. These joints do not occur in all Tenant
                  spaces, and those spaces in which they occur shall be clearly
                  identified. The ceiling expansion joint shall be a complete
                  installation by Tenant.

      D.    Walls

            1.     Tenant shall provide all interior walls and curtain walls 
                   within the leased premises, including all interior lath 
                   and plastering and gypsum board thereon, and including lath
                   and plastering, or dry wall on Landlord's exposed masonry or
                   stud party wall partitions. Dividing wall between Tenant
                   premises shall meet code requirements and be continuous from
                   floor to the underside of the roof deck. Tenant will
                   fireproof according to code all steel columns within the
                   premises, including sides of columns within Tenants' 
                   demising walls. Tenant shall provide bracing and/or studs 
                   as necessary to support wall mounted fixtures. Cracks, 
                   joints and openings in walls are to be filled with 
                   appropriate fire resistive materials. Top of demising walls 
                   joining roof deck, beams or joists must be sealed airtight. 
                   Tenant shall insulate and seal to deck, bulk head above 
                   Tenant lease line as shown on lease outline drawing.     
                                                                               
            2.     Tenant shall provide insulation blankets of non-combustible 
                   glass fiber or spun mineral fiber, with flame spread rating 
                   not exceeding 25, open-faced, foil-covered on vapor barrier 
                   side in widths sized to fit snugly between Landlord 
                   provided structural members as shown on the lease outline 
                   drawings for all exterior walls. The wall construction shall 
                   provide a minimum "U" value of.30. If Landlord utilizes 
                   tilt-up or masonry construction, Tenant will be required 
                   to install insulation and fireproofing to meet the values 
                   herein or requirements of the Code for Energy Conservation 
                   in New Building Construction, whichever is higher. 
                                                                      
            3.     Tenant will not be permitted to install openings in exterior
                   or interior demising walls for any purpose without the prior
                   written approval of Landlord. Such approved openings will 
                   be Tenant's responsibility and installed at its expense by 
                   the Landlord's general contractor or by Tenant's contractor
                   with Landlord's approval. 
                                                                               
            4.     Expansion joints are installed as a necessary function of 
                   this structure. These joints do not occur in all Tenant 
                   spaces, and those spaces in which they occur shall be 
                   clearly identified. The wall expansion joint shall be a 
                   complete installation by Tenant.                 

      E.    Interior Painting

            All interior painting and decoration shall be provided by Tenant.

      F.    Floor Coverings

            All floor coverings and floor finishes, including recesses for
            special floor finishes, are Tenant's responsibility. It is Tenant's
            responsibility to join neatly and flush to the mall finish provided
            by Landlord. Jointage of materials on floor at Tenant's storefront
            control limits joint shall be joined by caulking if applicable.

            Tenant may elect to set back storefront element within the leased
            premises. If such set-back storefront configuration is established,
            Tenant shall furnish and install flooring material identical in
            quality, color and pattern to the adjacent mall flooring and caulk
            at Tenant's storefront control limits joint. Tenant is encouraged,
            but not required, to contact Landlord's Project Manager to arrange
            for purchase of floor materials at storefront.

            Expansion joints are installed as a necessary function of this
            structure. These joints do not occur in all Tenant spaces, and
            those spaces in which they occur shall be clearly identified. The
            floor expansion joint shall be a complete installation by Landlord,
            and it shall be Tenant's responsibility to install finish floor
            covering material to this joint in a workmanship manner. Landlord
            will not accept responsibility for finished floor material
            installed over the expansion joint.

      G.    Show Window Backgrounds

            All show window backgrounds, show windows, show window floors and
            ceilings, and show window lighting installations are Tenant's
            responsibility





                                      C-4
<PAGE>   38
                                    ADDENDA

This Addenda dated this day of 23 day of March, 1988 is attached to and made
part of this Lease Agreement by and between ROY M. SMITH AND W. M. BEVLY, D/B/A
PADRE STAPLES MALL, Landlord, and . Rainbolt,... d/b/a Casa Ole, Tenant.

                                  ARTICLE 4(a)
                                     RENTAL

Tenant agrees to pay as rental for the use and occupancy of the leased
premises, at the times and in the manner hereinafter provided, the following
sums of money:

(a) MINIMUM ANNUAL RENTAL: Tenant, in consideration of said demise, does hereby
covenant and agree with Landlord to pay to Landlord without deduction or
set-off of any kind, the sum of THIRTY-NINE THOUSAND ONE HUNDRED NINETY AND
N0/100 DOLLARS ($39,190.00) per annum from the date of opening or August 1,
1988, whichever is earlier, for the first sixty (60) months of this lease;
FORTY-SEVEN THOUSAND TWENTY-EIGHT AND N0/100 DOLLARS ($47,028.00) per annum for
the sixty-first (61st) month through the one hundred twentieth (120th) month
of this lease; and FIFTY-FOUR THOUSAND EIGHT HUNDRED SIXTY-SIX AND N01100
DOLLARS ($54,866.00) per annum for the one hundred twenty-first (121st) month
through the expiration of this lease term as minimum annual rental (the
"Minimum Annual Rental") for said leased premises.

                                  ARTICLE 4(c)
                               PERCENTAGE RENTAL

Date of opening or August 1, 1988, whichever is earlier, through the first
sixty (60) months:

                                  $653,166.67

Sixty-first (61st) month through the one hundred twentieth (120th) month:

                                  $783,800.00

        One hundred twenty-first (121st) month through the expiration
                             of this lease term:

                                  $914,433.00

                                   ARTICLE 4
                                  RENT CREDIT

Notwithstanding anything in this Addenda to the contrary, during each of the
first twenty-four (24) months after the Rental Commencement Date (i) Tenant may
offset, as a rent credit, the sum of THREE THOUSAND TWO HUNDRED SIXTY-FIVE AND
N0/100 DOLLARS ($3,265.00) per month Against Minimum Annual Rental otherwise
due hereunder, and (ii) Tenant shall not be obligated to pay percentage rent,
the marketing service fee referred to in Article 37(a) or participate in the
joint ads referred to in Article 37(b). All other rentals and charges due
Landlord hereunder shall be due and payable from the Rental Commencement Date.

                                   ARTICLE 46
                                 SUBORDINATION

Notwithstanding anything in this ARTICLE 46 to the contrary, Landlord agrees to
subordinate the security interest granted by this ARTICLE 46 to any bona-fide
third party lender or equipment lessor of Tenant, provided such subordination
is on such terms and conditions and in such form approved by Landlord.


                                                                               
                                                                               
          /s/ JRG                                       /s/ RS  /s/ WMB        
-------------------------------                 -------------------------------
      TENANTS INITIAL                                  LANDLORD'S INITIAL      
                                                                               

                               PAGE 1 OF ADDENDA
<PAGE>   39
                                    ADDENDA

This Addenda dated this 23 day of March, 1988, is attached to and made part of
this Lease Agreement by and between ROY M. SMITH AND W. M. BEVLY, D/B/A PADRE
STAPLES MALL, Landlord, and Rainbolt, Inc. d/b/a Casa Ole, Tenant.

                                   ARTICLE 48
                               FRANCHISE AGREEMENT

Tenant warrants and represents to Landlord that it is a bona-fide franchisee of
Casa Ole' and has the exclusive right to operate a Casa Ole' Mexican Restaurant
at the shopping center for the full term of this lease. Tenant recognizes that
Landlord would not enter into this lease, but for the fact that Tenant is to
operate Casa Ole' Restaurant at the leased premises for the full term of this
Lease and in the event Tenant ceases to operate the leased premises as a Casa
Ole' franchisee under the trade name Casa Ole' as a result of the termination
of Tenant's franchise agreement or otherwise, same shall at Landlord's option
constitute a default under this Lease.

                                   ARTICLE 48
                               EARLY TERMINATION
                                    (MUTUAL)

Landlord and Tenant shall each have the right to terminate this lease on the
last day of the month next following the expiration of ninety (90) days after
the tenth (10th) anniversary of the date on which rental is determined to
commence, if, and only if, Tenant does not achieve net sales of SEVEN HUNDRED
FIFTY THOUSAND AND N0/100 DOLLARS ($750,000.00) or more for at least one (1)
year of the eighth (8th), ninth (9th), and tenth (10th) years after the rental
commencement date, provided that the party so terminating gives the other
written notice of such election to terminate no later than the sixtieth (60th)
day after the end of the tenth (10th) year. Tenant's right to terminate
pursuant to this Article is contingent upon Tenant not being in default of any
provision of this lease.

                                   ARTICLE 49
                                    POP-OUT

Tenant shall have the right, provided Landlord first approves in writing the
size, location and plans and specifications for same, to construct in
accordance with the provisions of Exhibit C, a "pop-out" of the leased premises
along the present southern demising line of the leased premises at Tenant's
sole cost and expense. Such pop-out shall be constructed no later than the date
which is 90 days after Landlord approves Tenant's plans same and in no event
later than the third(3rd) year after the rental commencement date. In the event
Tenant constructs such pop-out, Tenant's Minimum Annual Rental shall increase
by an amount equal to the product of $10 (Ten Dollars) ($12.00, years 6-10 and
$14.00,years 11-15) times the number of square feet in the pop-out and such
additional square footage shall be added to the leased premises for all
purposes (including but not limited to the calculation of additional rentals
and charges), provided however, that for the first twenty-four (24) months
after the pop-out space is completed, Tenant shall not be obligated to pay the
increase in Minimum Annual Rental and increase in marketing service fee
                    

                                                                               
                                                                               
          /s/ JRG                                       /s/ RS  /s/ WMB        
-------------------------------                 -------------------------------
      TENANTS INITIAL                                  LANDLORD'S INITIAL      
                                                                               


                               PAGE 2 OF ADDENDA
<PAGE>   40
                                    ADDENDA


This Addenda dated this 23 day of March, 1988, is attached to and made part of
this Lease Agreement by and between ROY M. SMITH AND W. M. BEVLY, D/B/A PADRE
STAPLES MALL, Landlord, and Rainbolt, Inc. d/b/a Casa Ole, Tenant.

                               ARTICLE 49 cont'd.

attributable to such increase in square footage.  It is understood and agreed
by Tenant that Landlord must obtain certain approvals before Landlord can
permit Tenant to construct such pop-out, and Landlord's obligations under this
Lease are expressly contingent on obtaining such approvals. In the event
Landlord has not notified Tenant that it has obtained such approvals by April
1, 1988, either party at its option can cancel this lease by giving the other
party written notice at any time prior to the date Landlord subsequently gives
Tenant written notice that it has obtained such approvals.

                                  ADDEN90.044
                                     022588

In the event tenant constructs said "pop out" tenant shall be entitled to
"recapture" from 1/2 the percentage rent which tenant owes Landlord if any for
the first sixty (60) months after the pop out space is completed, tenants
actual out of pocket construction cost (excluding soft costs) incurred in
connection with such pop out. Tenant's right of recapture shall be contingent
upon tenant furnishing Landlord upon demand copies of all receipts, paid
invoices, cancelled checks, work orders or other proof of payment Landlord
requires which accurately evidences tenants out of pocket construction cost. In
no event shall tenants right of recapture (i) apply to any rent or other rent
or charges owed Landlord, except percentage rent (ii) extend beyond such sixty
(60) month period regardless of whether or not tenant has recaptured any or all
of its construction cost or (iii) exceed forty thousand dollars ($40,000).


                                                                               
                                                                               
          /s/ JRG                                       /s/ RS  /s/ WMB        
-------------------------------                 -------------------------------
      TENANTS INITIAL                                  LANDLORD'S INITIAL      
                                                                               

                               PAGE 3 OF ADDENDA
<PAGE>   41
STATE OF TEXAS

COUNTY OF NUECES

     BEFORE ME, the undersigned authority, a Notary Public, on this day
personally appeared ROY M. SMITH and M. W. BEVLY, owners of PADRE STAPLES MALL,
known to me to be the persons whose names are subscribed to the foregoing
instrument and acknowledged to me that they executed the same for the purposes
and consideration therein expressed, and in the capacity therein stated.

     GIVEN UNDER MY HAND AND SEAL OF OFFICE, this 23 day of March, 1988.

                                            /s/ NANCY A. HAYES                 
                                            -----------------------------------
                                            NOTARY PUBLIC IN AND FOR THE
                                            STATE OF TEXAS

                                            [SEAL]
                                            NANCY A. HAYES, Notary Public
                                            In and for the State of Texas
                                            My commission expires Dec. 23, 1990
                                            -----------------------------------
                                            TYPED OR PRINTED NAME


MY COMMISSION EXPIRES:
       9-15-91                      
------------------------------------
STATE OF   Texas                    
        ----------------------------
COUNTY OF   Victoria                
         ---------------------------

     Before me, the undersigned authority, a Notary Public in and for said
County and State, personally appeared Jack R. Goodwin, the President of
Rainbolt, Inc., a Texas corporation, known to me to be the person and officer
whose name is subscribed to the foregoing instrument, and acknowledged to me
that (s)he executed same as the act and deed of said corporation, and in the
capacity therein stated.

     WITNESS MY HAND AND SEAL this 4th day of March, 1988.

                                            /s/ SYLVIA HARTLEY                  
                                            ----------------------------------- 
                                            NOTARY IN AND FOR THE               
                                            STATE OF   Texas                    
                                                    --------------------------- 
                                            Sylvia Hartley                      
                                            ----------------------------------- 
                                            TYPED OR PRINTED NAME               


MY COMMISSION EXPIRES:

-----------------------------------
STATE OF                           
        ---------------------------
COUNTY OF                          
         --------------------------


     Before me, the undersigned authority, a Notary Public in and for said
County and State, personally appeared ________________, who acknowledged that
(s)he executed the foregoing instrument as his/her act and deed.

     WITNESS MY HAND AND SEAL this ___ day of ______________ 19___.


                                            -----------------------------------
                                            NOTARY PUBLIC IN AND FOR THE 
                                            STATE OF                           
                                                    ---------------------------
                                                                               
                                            -----------------------------------
                                            TYPED OR PRINTED NAME              
MY COMMISSION EXPIRES:

-----------------------------------

<PAGE>   42
      Expansion joints as installed as a necessary function of this structure.
      These joints do not occur in all Tenant spaces, and those spaces in which
      they occur shall be clearly identified. The floor expansion joint shall
      be a complete installation by Landlord, and it shall be Tenant's
      responsibility to install finish floor covering material to this joint in
      a workmanship manner. Landlord will not accept responsibility for
      finished floor material installed over the expansion joint.

G.    Show Window Backgrounds

      All show window backgrounds, show windows, show window floors and
      ceilings, and show window lighting installations are Tenant's
      responsibility.

H.    Furniture, Fixtures and Signs

      Tenant shall install all furnishings, trade fixtures, signs, and related
      parts, including installation. Location and design of all signs are
      subject to prior written consent of Landlord.

I.    Plumbing

      All plumbing fixtures are to be installed by Tenant except utility
      service to the area, including a properly sized water meter, if the same
      is required by Landlord, in which latter event Tenant shall make any
      required utility deposits.

J.    Water Heater

      Domestic electric water heater should be installed by Tenant, where
      required, including final connections.

K.    Toilet Room

      A toilet room is required.

      Tenant is responsible for furnishing and installation of wiring,
      lighting, fixtures, mechanical toilet exhaust systems, vents, towel
      cabinets, soap dishes, hand driers, deodorizers, mirrors and other
      similar items in toilet rooms within the leased premises.

L.    Cooled Air Systems

      1.   Tenant shall provide all systems facilities and equipment necessary
           for the distribution and control of the cooled air delivered to and
           within the leased premises.
        
      2.    
            
            
      3.   In the event that Tenant's supply air requirements deviate from the
           air quantity scheduled for his space on Landlord's mechanical
           drawings, which is based on a lighting and miscellaneous load of 5.5
           watts per square foot, Tenant shall be responsible for and assume
           additional costs, based on $1700.00 per ton, which may be required
           to permit Landlord to accommodate Tenant's requirements.         
                                                                            
      4.   Tenant shall arrange and pay for a certified test and air balance
           for its space, within two (2) months after completion of the 
           construction. A certified air balance report shall be submitted to 
           the Landlord for final review and approval. In the event that 
           Landlord requires adjustments to Tenant's air distribution, Tenant 
           shall pay all costs related thereto.
                                               
      5.   Supply air for a complete exhaust system from kitchen dining room,
           cafeteria area, pet shops,beauty salons and other Tenants who may 
           emit odors in Landlord's opinion, must be by Tenant-furnished and
           installed air fans.  Tenant shall design, furnish and install a 
           complete supplementary make-up air system, complete with all 
           required heating and cooling as required to meet Tenant's specific
           needs.                     
                                     
           Maximum Exhaust Air shall be based on codes and special requirements.
           Food or other odors from kitchen, dining rooms and cafeterias must be
           exhausted to atmosphere through Tenant-furnished and installed
           exhaust system equipped with a high velocity vertical air discharge
           exhaust fan equal to Penn Ventilator Co. Fume X. The manufactured fan
           unit shall be modified by the addition of a fabricated venturi type
           duct adaptor to assure a discharge velocity of 2000 F.P.M. The
           exhaust fan shall be provided with a drainage area at the bottom of
           the unit complete with a residue trough equipped to be cleaned
           periodically by Tenant. The location of the exhaust fan shall be such
           as to avoid contaminating air intakes to other tenants as
           specifically approved in writing by Landlord, and in general, shall
           not be installed closer than fifteen feet (15-0") to any outside air
           intake. Tenant's plans and specifications shall clearly define the
           exhaust equipment to be furnished and installed by Tenant at Tenant's
           expense. Landlord shall approve final equipment selection, in
           writing, before equipment is erected.                      
                                                 
      6.   Tenants who provide their own roof-top mounted cooled air units or 
           other equipment shall have the 
        


                                      C-5
<PAGE>   43
M.    Gas

      If gas service is made available, Tenant shall provide a gas service
      cut-off, and shall install its own gas meter and shall install all gas
      connections and piping to and within the leased premises.

N.    Mechanical Equipment

      All mechanical equipment, including dumb-waiters, elevators, escalators,
      freight elevators, conveyors and their shafts and doors located within
      the leased premises, including electrical work for these items, are
      Tenant's responsibility.

O.    Electrical

      1.    Tenant shall install fused main disconnect, A1 interior
            distribution panels, lighting panels, (except those relating to
            Landlord's cooled air system), transformers, outlet boxes, switches,
            outlets and wires to and within the leased premises (except conduit
            to lease space provided by Landlord) and all other electrical
            equipment relating to Tenant's space as may be necessary, whether
            located within demised premises or at a remote location. Tenant
            shall provide electrical conduit boxes in the concrete floor slab,
            walls, and ceiling, including all other electrical equipment, as
            required to permit Landlord to construct his work as outlined in
            Landlord Work. All electrical work shall be installed in accordance
            with correct National Electric Code and other approving
            authorities.

      2.    All electrical fixtures, including lighting fixtures and equipment
            and installation thereof is Tenant's responsibility.

      3.    All ceiling lighting fixtures which are fluorescent shall be
            recessed and shall have lenses. There shall be no exposed tube or
            surface mounted fluorescent lighting fixtures installed in any
            public space or sales area. Surface mounted fluorescent fixtures
            shall be permitted in non-sales areas.

      4.    All systems and conduit where required for intercommunication,
            music, antenna, material handling or conveyor, burglar alarm, vault
            wiring, fire protection alarm, time clock and necessary telephone
            equipment and telephone wires in the leased premises are to be
            installed by Tenant.

      5.    Tenant must install feeder cable from Landlord's facilities to the
            leased premises, including all connections.

      6.    Electrical drawing submittals to Landlord must include a tabulation
            of the electrical load, including quantities and size of lamps,
            appliances, signs, and water heater.

      7.    The total load within the Tenant's space shall be balanced to
            within ten percent (10%) on each of the three (3) phases provided.

      8.    Tenant shall furnish and install time clocks for control of Tenant
            signs and show window lighting.

P.    Sprinkler System

      Tenant shall contract for a wet type fire protection sprinkler system
      compatible with Landlord's system and it shall be installed throughout
      the leased premises by Tenant in accordance with, but not limited to, the
      following requirements:

      1.    All work shall be in accordance with the requirements of, and be
            approved by Landlord's underwriter and the appropriate state
            governing authorities. If required by the governing authorities,
            Landlord will provide sprinkler systems based on one sprinkler head
            per 100 square feet. Tenant will reimburse Landlord at the rate of
            $140.00 per sprinkler head. Any further modifications to the
            Landlord's sprinkler system will be the sole responsibility and at
            the sole expense of the Tenant.

      2.    Before proceeding with any installation work, Tenant shall forward
            a set of reproducible engineered sprinkler plans to Landlord which
            bear the written approval of appropriate state governing
            authorities. Upon completion, and before Tenant takes possession of
            the leased premises, Tenant shall submit written proof from the
            Landlord's underwriter that the system was inspected and approved.

      3.    Tenant's installation shall provide for a minimum temperature of
            forty degrees F (40 degrees F) in all areas in which the sprinkler
            lines are installed.
           
      4.    Landlord shall furnish a flanged connection Tee on the building's
            sprinkler distribution main, capped with a test blank. Tenant Work
            begins at this point. The test blank shall not be removed until the
            Tenant's system has been pressure tested by approved method and
            certified in the field by the inspecting authority.

      5.    Any damage caused by Tenant to Landlord's sprinkler system may be
            repaired by Landlord at Tenant's expense.


                                      C-6
<PAGE>   44
      6.    An electrically activated alarm device, if required, shall be
            installed by Tenant.

      7.    Tenant shall provide all facilities for properly draining the
            system, and any necessary test valves or equipment required, if
            deemed necessary by inspecting authority.

      8.    Landlord's sprinkler main will become active on a schedule
            established by Landlord. Should Tenant require the Landlord's
            sprinkler mains be drained, it shall be done by Landlord's
            contractor at Tenant's expense.

      9.    Tenant's sprinkler system shall be based on the following coverages,
            subject to approval of design by Landlord's underwriter and any
            governing authorities.

            a.    Maximum coverage per head: 120 sq. ft. 

            b.    Minimum coverage per head: 90 sq. ft. 

            If Tenant's design requires less area than ninety (90) square feet
            per sprinkler head, and said design compels Landlord to increase
            service to Tenant, Tenant shall pay all costs, expenses, and
            charges incurred by Landlord by reason of such increase of service.

      10.   Landlord's fire underwriter shall from time to time during the term
            of this lease have the right to inspect the fire protection system
            and the component parts thereof. Such system shall at all times
            comply with the requirements of such underwriter and shall meet the
            conditions established for approval.

      11.   Restaurant Tenants

            Automatic Extinguishing Equipment - Tenant shall furnish and
            install automatic extinguishing equipment in accordance with the
            National Fire Protection Association Standard 96, latest edition,
            Section 10, in all food preparation areas.

            Basic guidelines for the installation are contained herein and
            listed below.

            The extinguishing system should be Underwriter's Laboratories,
            Inc., approved, pre-engineered system with at least the following
            features:

            a.    Protection of the hood and duct must be provided.

            b.    The system should include surface protection for deep fat
                  fryer, griddle, broiler and range.

            C.    Automatic devices should be provided for shutting down fuel
                  or power supply to the appliances getting the surface
                  protection. It should be noted that these devices must be of
                  the manual reset type and not automatic reset. In addition,
                  gas fired cooking equipment must have a permanent notice
                  posted at the reset device cautioning the operator to shut
                  off the gas at all appliances before resetting the device.

            d.    A readily accessible means to manually actuate the fire
                  extinguisher equipment shall be provided in a path of exit
                  and shall be clearly identified. This means shall be
                  mechanical and shall not rely on electric power for
                  actuation.

            e.    National Fire Protection Association Standard 96 calls for
                  the installation of these systems to be made only by persons
                  properly trained and qualified by the manufacturer of the
                  system being installed. Tenant shall also have an inspection
                  agreement for regular routine inspection with an approved
                  firm whose personnel are properly trained and qualified (by
                  the manufacturer) to perform these inspections.  A copy of
                  this agreement shall be filed with Landlord. The agreement
                  shall remain in effect the full term of this lease.

            f.    If dry chemical systems are used, the exhaust fan must run
                  during the actuation of the extinguishing system in order to
                  draw the dry chemical extinguishant up through the duct work.

            g.    Before the system is fabricated and installed, the system
                  vendor should submit plans and other pertinent information on
                  the proposed system to Landlord for review and approval.

            h.    All exhaust system duct work and exhaust fans used for
                  exhausting cooking odors and grease contaminated air shall be
                  cleaned on a regular schedule by an established contractor
                  engaged in that type of service. This cleaning will occur at
                  intervals often enough to insure against grease accumulation
                  in exhaust system, thus eliminating the possibility of fires
                  in the system. A copy of this agreement shall be filed with
                  Landlord. Tenant shall cause this agreement to remain in
                  effect the full term of this lease.

      Q.    Fire Extinguisher Requirements

            Tenant shall furnish and install fire extinguishers throughout the 
            leased premises as required by governing authorities.

                                      C-7
<PAGE>   45
       R.    Doors and Exiting Requirements

            1.    Tenant will furnish recessed rear exit door, hardware and 
                  framing from leased premises to Landlord provided service 
                  corridor.

            2.    Tenant will be responsible for adherence to existing codes.

            3.    Tenant will maintain a clear exiting path through the 
                  stockroom to Tenant's rear door for those Tenant premises 
                  that contain a rear door.

      S.    Pest Control

            In order to maintain the highest quality of standards in selling
            food and beverage items to be consumed by the public, the Tenant
            shall contract with a licensed pest control service. The
            maintenance of this service shall occur at intervals often enough
            to insure against any insects or pests. A copy of the agreement
            between pest control service and Tenant must be filed with center
            manager. Tenant shall cause this agreement to remain in effect the
            full term of this Lease.

IV.   General Provisions

      All work performed by Tenant shall be governed in all respects by, and be
      subject to, the following:

      A.    Landlord shall have the right to require Tenant to furnish payment
            and performance bonds or other security in a form satisfactory to
            Landlord for the prompt and faithful performance of Tenant Work,
            assuring completion of Tenant Work with a provision that Landlord
            will be held harmless from payment of any claim either by way of
            damages or liens on account of bills for labor or material in
            connection with Tenant Work.  Tenant agrees to deliver to Landlord,
            upon completion of construction, a complete "Release of Liens" from
            all Tenant contractors or material suppliers who have contracted
            with or furnished Tenant work or materials, on forms provided by
            Landlord.

      B.    It is understood and agreed between Landlord and Tenant that costs
            incurred by Landlord if any, as a result of Tenant's failure or
            delay in providing the information as required in this Exhibit C
            and in the lease to which this Exhibit C is attached, shall be the
            sole responsibility of Tenant and Tenant will pay such costs, if
            any, promptly upon Landlord's demand.

      C.    Tenant's work shall be coordinated with that of Landlord and other
            Tenants in the Shopping Center to such extent that Tenant's Work
            will not interfere with or delay completion of other construction
            work in the Shopping Center. Tenant will at all times enforce
            strict discipline and good order among its contractors and
            employees hired to perform Tenant's Work and Tenant will not
            employ, on the work, any unfit person or anyone not skilled in the
            work assigned to him or any workman that will cause labor disputes
            or stoppages among other contractors performing work in the
            Shopping Center.

      D.    Plans and specifications must have written approval of Landlord, as
            well as all governing bodies having jurisdiction. These documents
            plus supporting calculation data must be submitted for written
            approval of Landlord before any contracts are let. Tenant will
            furnish complete plans to Landlord for approval prior to
            construction.

            Method of submittal of Tenant's plans and specifications will be
            detailed with transmittal of Lease Drawing.

      E.    Tenant shall prepare all plans and perform all work to comply with
            all governing statutes, ordinances, regulations, codes and
            insurance rating boards; take out all necessary permits and obtain
            certificates of occupancy for the work performed, all subject to
            Landlord's approval. Landlord's approval of Tenant's plans does not
            relieve Tenant of its obligation to complete the development in
            accordance with the terms of the lease agreement, nor does it
            relieve Tenant of the necessity of complying with the laws, rules,
            regulations and requirements of local governing authorities.
            Certificates of Occupancy, or copy thereof, shall be filed with
            Landlord before Tenant opens for business.

            Landlord reserves the right to require changes in Tenant Work at
            Tenant expense when necessary by reason of code requirements.

      F.    Tenant shall comply with any existing or future city, state or
            federal regulations or legislation regarding the control of
            pollution as it applies to the Tenant's operation.

      G.    Landlord, Tenant or utility company shall have the right, subject
            to Landlord's approval to run utility lines, pipes, roof drainage
            pipe, conduit, wire or duct work, where necessary, through attic
            space, or other parts of the leased premises, and to maintain this
            installation in a manner which does not interfere unnecessarily
            with Tenant's use thereof. It shall be Tenant's responsibility to
            provide access panels in its finish work where required by
            Landlord.

      H.    Tenant and its contractor must comply and conform to all of the
            requirements of the OSHA Act, and no exceptions will be recognized.

                                      C-8
<PAGE>   46
I.    Construction Activities

      1.    During the leased premises interior construction, Tenant shall use
            rear opening to the leased premises for moving in/ out of materials,
            for those Tenant premises that contain a rear door.

      2.    Use of the Enclosed Mall shall be kept to a minimum, and shall be
            for those tenant premises not served by a rear door. Tenant shall
            be responsible for any damage caused by Tenant or its contractors
            to any Enclosed Mall finishes.

      3.    If the leased premises are not complete and ready to open pursuant
            to the provisions of Exhibit C of the Lease, Tenant, at is expense,
            shall install a temporary store front shielding the interior of the
            leased premises from the Enclosed Mall, the design and construction
            of which temporary store front shall be previously approved by
            Landlord. If Tenant fails to timely install said temporary store
            front, Landlord shall have the right to do so at Tenant's expense.

      4.    All roof cuts and openings shall be performed by Landlord's roofer
            at Tenant's expense. Location, size and design of roof vents, hoods
            and caps shall be approved by Landlord. Landlord reserves the right
            to approval of any equipment to be placed on the roof. Tenant shall
            install equipment at locations where structural reinforcement are
            provided. All roof openings or changes in structural design caused
            by Tenant's equipment shall be made by Landlord and paid for by
            Tenant.

      All drilling, welding, or other attachment to the structural system must
      be approved by Landlord in writing before work is begun.

J.    Temporary Services

      1.    Temporary electrical service, when available, will be provided by
            Landlord during construction from designated areas. Tenant shall
            not connect temporary lines to the power source for service to the
            leased premises without the written consent of Landlord, which
            consent shall be requested in writing. The cost to Tenant for this
            service shall be $250.00 per month or six (6) cents per square foot
            of floor area within the leased premises, whichever is greater
            Payment for this cost is to be remitted to Landlord in advance, on
            or before the first day of each month after service is initiated
            and shall continue until permanent electric service has commenced
            or one-time central billing.

      2.    Landlord will, during the periods of initial construction and
            Tenant fixturing and merchandise stocking, make available a trash
            removal service from designated areas. Tenant shall be responsible
            for breaking down all boxes and placing trash in appropriate
            containers in such areas. Tenant's cost for this service shall be
            remitted to Landlord in advance, on or before the first day of each
            month after service is initiated on the following basis:

<TABLE>
<CAPTION>
                               Area of Leased Premises                                Monthly Charge in $
                               <S>                                                          <C>
                               30,001 sq. ft. or more                                       $250.00
                               20,001 sq. ft. to 30,000 sq ft.                              $235.00
                               15,001 sq. ft. to 20,000 sq ft.                              $220.00
                               10,001 sq. ft. to 15,000 sq ft.                              $210.00
                                5,001 sq. ft. to 10,000 sq ft.                              $200.00
                                2,00I sq. ft. to 5,000 sq ft.                               $185.00
                                2,000 sq. ft. or less                                       $175.00
</TABLE>

            Tenant is cautioned against allowing trash to accumulate within its
            area or in the corridor, mall or arcade adjacent to Tenant's space.
            Should Landlord be forced to remove Tenant's or Tenant contractor's
            trash because of failure to remove trash, the charge will be two
            (2) times Landlord's actual cost, but in no event less than
            $200.00.

K.    Insurance

      Prior to the commencement of Tenant Work and continuously until
      completion and acceptance by the owner, Tenant shall effect and maintain
      Builder's Risk Insurance or an Installation Floater covering Landlord,
      Tenant and Tenant's Contractors, as their interest may appear, against
      loss or damage by fire, "Extended Coverage Endorsement," Vandalism and
      Malicious Mischief, and "All Risk" upon all Tenant Work in place and all
      materials in transit and stored at the site of Tenant's Work and
      elsewhere for the full insurable value thereof at all times.  All other
      materials equipment, supplies and temporary structures of all kinds
      incidental to Tenant Work shall remain at the risk of the Tenant and be
      insured. In addition, Tenant agrees to indemnify and hold Landlord
      harmless against any and all claims for injury to persons or damage to
      property by reason of the use of the leased premises for the performance
      of Tenant Work, and claims, fines, and penalties arising out of the
      failure of Tenant or its agents, contractors and employees to comply with
      any law, ordinance, code requirement, regulations or other requirement
      applicable to Tenant Work and to effect and deliver to Tenant and
      Landlord prior to commencement of said work and maintain continuously
      until completion of said work certificates with a thirty (30) day notice
      of cancellation or non-renewal evidencing the existence of the following
      insurance coverages:

      1.    Workmen's Compensation Insurance in accordance with the laws of the
            State in which the property is located, including Employer's
            Liability Insurance to the limit of $100,000.00.

                                      C-9
<PAGE>   47
      2.    Comprehensive General Liability Insurance, including Contractual
            Liability recognizing the liability imposed by this lease and
            including product and/or completed operations liability against
            bodily injury, including death, and personal injury for
            $1,000,000.00. Bodily injury for any one occurrence and against
            property damage insurance for $500,000.00 or a combined single
            limit policy of $1,000,000.00. The policy shall not exclude the
            explosion, collapse, or underground property damage liability
            hazard.

      3.    Automobile Liability Insurance covering owned and non-owned
            automobiles for bodily injury including death for a limit of 
            $1,000,000.00 for any one occurrence and property damage for a limit
            of $500,000.00 for any one occurrence, or a combined single limit
            policy of $1,000,000.00.

L.    Should Tenant request that the Landlord perform some of "Tenant Work" as
      outlined in Exhibit C, and Landlord agrees to perform such work, within
      the leased premises prior to, during or after Tenant commences
      construction, Tenant agrees to execute a Work Order directing Landlord to
      perform said work at an agreed price plus twenty percent (20%)
      administrative charge, provided a provision for Landlord to perform such
      work is not included in other exhibits of this lease. Tenant may be
      billed for the work completed in whole or in part as construction
      progresses and agrees to pay Landlord within thirty (30) days after
      request for payment.

M.    Tenant shall design space in accordance with applicable energy codes.



                                                                               
                                                                               
          /s/ JRG                                       /s/ RS  /s/ WMB        
-------------------------------                 -------------------------------
      TENANT'S INITIAL                                 LANDLORD'S INITIAL      
                                                                               
                                      C-10
<PAGE>   48
                                  EXHIBIT "D"
                              Tenant Sign Criteria

A.    Purpose, Administration, and Responsibility

      The purpose of this Sign Exhibit is to establish a quality atmosphere
      while creating an environment which produces maximum traffic and promotes
      the greatest sales for all Tenants in the Shopping Center.

      Tenant's storefront signing must be unique, original, in proportion, in
      excellent taste, and will be approved only after this criteria has been
      demonstrated to the Landlord.

      Detail drawings, in triplicate and one set of sepias, as well as samples
      of materials and colors to be used for each sign, must be prepared and
      submitted by Tenant in conjunction with the storefront design
      information. Sign drawings must be approved in writing by the Landlord
      before the sign may be installed. No Tenant will be allowed to open
      without an approved sign.

      Tenant's sign drawings and submittal must include the following:

      1.    Elevation view of storefront showing sign (drawn to accurate scale)
            with dimensions of height of letters and length of sign.

      2.    Color sample of sign.

      3.    Color sample of sign letters (unless they are to be WHITE).

      4.    Cross section view through sign letter and sign panel showing
            location of sign relative to the storefront line and showing the
            dimensioned projection of the face of the letter from the face of
            the sign panel. The drawings shall also show other elements such as
            soffits, canopies, and the relationship of the sign to the other
            elements of the storefront, especially the vertical facia.

      The Landlord shall not be responsible for the cost of refabrication of
      signs fabricated, ordered or constructed, that do not conform to the sign
      criteria.

      All signs, permits and related or resulting construction shall be
      Tenant's responsibility, and all signs shall be installed with the
      approval of the Project Supervisor. No sign maker's identification tabs
      or stickers shall be permitted. Sign contractor shall repair any damage
      to any work caused by his work. All signs must conform to Local Building
      and Electrical Codes.

B.    Criteria - Interior Signs

      Tenant will not erect signs except in conformity with the following
      policy:

      Wording shall be limited to the name of the store; however, each party's
      customary signature or logo, hallmark, insignia, or other trade
      identification will be respected.

      All signs must be compatible to colors and materials of Tenant's
      storefront and submitted to the Landlord for approval.

      All signs must be internally illuminated, and connected to Tenant's 
      electric service.

      Light boxes will not be permitted.

      Signs with individually illuminated letters should have lamps or tubes
      entirely concealed within the depth of the letter with translucent
      plastic face with no visible openings. Maximum brightness allowed for
      interior (Enclosed Mall) signs will be 100 foot lamberts taken at the
      letter face and must comply with all building and electrical codes.

      Reverse channel letter signs are not permitted.

      The size of all Tenant's signs shall be limited. The scale and concept
      of the Enclosed Mall requires the use of signs which are not larger than
      necessary to be legible from within the Enclosed Mall. Thus, except for
      department store signs, Tenant's signs shall be located within the limits
      of its storefront and shall not project more than six inches (6") beyond
      the store front and shall conform to the following maximum height
      criteria:



<TABLE>
             <S>    <C>                                          <C>
             (1)    Up to 30' storefront: . . . . . . . . . . .  18" capitals, 12" lower case 
                                                                      all capital letters 15"

             (2)    30' to 60' storefront:  . . . . . . . . . .  21" capitals, 15" lower case                        
                                                                      all capital letters 18"

             (3)    60'and over storefront: . . . . . . . . . .  24" capitals, 18" lower case                           
                                                                     all capitals letters 21"
</TABLE>

                                      D-1
<PAGE>   49
In addition to complying with the above criteria, signs in the Enclosed Mall
shall be limited in length to seventy percent (70%) of Tenant's frontage on the
Enclosed Mall, and shall in no case exceed a length of thirty feet (30'-0").

Signs and identifying marks shall be placed entirely within the boundaries of
the leased premises with no part higher than twelve feet (12'-0") above the
finished floor line, nor shall any projecting sign be located closer than eight
feet (8'-0") to the finished floor line, but in no event shall such a sign
extend above the wall or parapet upon which it is mounted.

The total sign area (rectangle enclosing each group of letters, symbols or
logos) shall not exceed ten percent (10%) of the area of the storefront, and
shall be located at least thirty inches (30") from each lease line.

Except as otherwise approved in writing by Landlord, only one (1) sign per
Tenant will be permitted within the Enclosed Mall area. Corner Tenants must
have two (2) such signs, one on each mail front.

Signs may be installed at right angles to the mall storefront provided that
they are wholly contained within the lease line of the leased premises and
otherwise conform to the provisions of these regulations and criteria. Said
signs may not exceed fifty inches (50") in width and eighteen inches (18") in
height.

No other sign, advertisement, notice, decal or other lettering shall be
exhibited, inscribed, painted, affixed on any part of any storefront, unless
specifically approved by the Landlord.

Paper signs and stickers are prohibited.

Exposed neon tubes forming letters or logs: This type of signage is encouraged,
especially in food court Tenant spaces.  It is to be used in a decorative as
well as an informative fashion, and shall be allowed only at the discretion of
Landlord on an individual basis.

There shall be no exposed conduits, raceways, transformers, or other electrical
connections.

Signs of the flashing, blinking, rotating, moving, or animated types or audible
type signs are not permitted.

Sign company names or stamps shall be concealed (Code permitting).

Banners or flags are prohibited.

Tenant shall not install any roof top signs.

Pylon signs are not permitted, except at the locations shown on the site plan
and they shall be subject to the approval of the parties hereto as to the
design and size.

No signs will be permitted at the rear of any building, except in the case of
stores with customer entrances opening directly onto the parking areas and only
as approved by the Landlord in writing.

All non-customer service doors for receiving merchandise will have a standard
block letter sign with the name of the Tenant and mall address. These signs
will be furnished by Landlord to Tenant at a cost of $20.00 per sign to be paid
within thirty (30) days of opening of Tenant's store.

Public safety decals or artwork on glass in minimum sizes to comply with
applicable Code, subject to the approval of Landlord may be used, as required
by building codes or other governmental regulations.

                                                                               
                                                                               
          /s/ JRG                                       /s/ RS  /s/ WMB        
-------------------------------                 -------------------------------
      TENANTS INITIAL                                  LANDLORD'S INITIAL      
                                                                               

                                      D-2
<PAGE>   50



                                  EXHIBIT "E"
                                   GUARANTY

        FOR VALUE RECEIVED and in consideration for and as an inducement to
Landlord to make this Lease with Tenant, the undersigned, on behalf of himself,
his legal representatives, heirs, successors and  assigns, unconditionally and
absolutely guarantees to Landlord, Landlord's successor and assigns, the full
performance and observance of all the provisions therein provided to be
performed and observed by Tenant, including the rules and regulations, without
requiring any notice of non-payment, non-performance, or non-observance, or
proof, notice, or demand, whereby to charge the undersigned therefor, all of
which the undersigned expressly waives and expressly agrees that the validity
of this agreement and the obligations of the Guarantor hereunder shall in no
event and in no manner be terminated, affected or impaired by reason of the
assertion by Landlord against Tenant or any of its sub Tenants and/or assignees
or successors of any of the rights or remedies reserved to Landlord pursuant to
the provisions of the within Lease. The undersigned further agrees to pay, on
demand, all attorney fees, costs and other expenses, including court costs,
incurred by Landlord in connection with the administration enforcement or
collection of the obligations set forth in this Guaranty. The undersigned
further agrees that this Guaranty shall remain and continue in full force and
effect as to any renewal, amendment, modification, hold over, assignment or
extension of this Lease. As a further inducement to Landlord to make this Lease
and in consideration thereof, Landlord and the undersigned agree that in any
action or proceeding brought by either Landlord or the undersigned against the
other on any matters whatsoever arising out of, under, or by virtue of the
terms of this Lease or of this Guaranty, that Landlord and the undersigned
shall and do hereby waive trial by jury.

Dated: 10/11/96
       --------

                                        Guarantor:



                                        CASA OLE RESTAURANTS, INC.

                                        By: /s/ STACEY M. RIFFE
                                           ----------------------
                                        Name: Stacey M. Riffe
                                             --------------------
                                        Title: Vice President
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                                        Address: 1135 Edgebrook
                                                -----------------
                                        Houston, TX 77034
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STATE OF TEXAS          )

COUNTY OF NUECES        )
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        Personally appeared before me, a Notary Public in and for said State,
Stacy Rife, of Casa Ole Restaurants, Inc., a Texas corporation, known personally
by me, and being sworn, did dispose and say that s(he) executed the foregoing
GUARANTY for and on behalf of said corporation by authority of its Board of
Directors.

        WITNESS MY HAND AND THIS NOTARIAL SEAL this 11th day of October, 1996


[SEAL]
KELLEY LANDINI                          /s/ KELLEY LANDINI
Notary Public                           ------------------------------
STATE OF TEXAS                          Notary Public, State of Texas
My Comm. Exp. Nov. 26, 1998             Print Name: Kelley Landini
                                                    -------------------
                                        My Commission Expires: 11-26-98
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