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                                                                   EXHIBIT 10.14



                       SUGAR CREEK NATIONAL BANK BUILDING

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                                                 LEASE AGREEMENT

                                                 SUGAR CREEK NATIONAL BANK BUILDING

                                                 THE STATE OF TEXAS)
                                                 COUNTY OF FORT BEND)

                                                 This Lease, made and entered into on the 7th day of August, 1992, by and
                                                 between SUSAN LAND PLAZA BUILDING CORPORATION, a Texas Corporation, (the
                                                 "Landlord") and MEDICAL SOLUTIONS, INC., (the "Tenant");

                                                 WITNESSETH:

                                                       In consideration of the mutual covenants set forth herein, Landlord and
                                                 Tenant hereby agree as follows:

                                       PREMISES        1.   Landlord hereby leases to Tenant and Tenant hereby leases from
                                                 Landlord for the rental and on the terms and conditions hereinafter set forth
                                                 7,929 square feet of Rentable Area (defined in Paragraph 7) in the SUGAR
                                                 CREEK NATIONAL BANK BUILDING which shall include all improvements (the
                                                 "Building") on land located in Sugar Land, Fort Bend County, Texas, (the
                                                 "Land") which land is more particularly described in Exhibit A hereto, which
                                                 space (the "Premises"), less the common areas described in Paragraph 7 below
                                                 included within the Rentable Area for the Premises) is designated by the area
                                                 outlined in red on Exhibit B hereto.  The Premises includes space between the
                                                 top surface of the floor slab of the area outlined and finished surface of
                                                 the ceiling immediately above and all Tenant Improvements (defined in
                                                 Paragraph 10) constructed within this space.

                                     AUTHORIZED        2.   Tenant shall have the right to occupy and use the Premises for
                                            USE  general business office purposes, or any other related use which may be
                                                 deemed proper by the Landlord.

                                           TERM        3.   Subject to and upon the terms and conditions set forth in the
                                                 Lease, this Lease shall be in force for a term (the "Term") of three (3)
                 (1) Tenant shall be entitled    years beginning on the 15th day of September, 1992 (the "Commencement Date")
                 to One (1) Renewal Option for   and ending on the 30th day of September, 1995. (1)
                 Three (3) additional years at
                 Market Rates and the Right of
                 First Refusal to immediately
                 adjacent Space on the eighth
                 floor.

                                           RENT        4.   Tenant shall pay to Landlord as rent (the "Rent") for the initial
                                                 month beginning on the 1st DAY OF OCTOBER, 1992 and each month thereafter
                                                 during the Term the sum of EIGHT THOUSAND NINE HUNDRED TWENTY AND 12/100
                                                 ($8,920.12) per month, subject to adjustment as hereinafter provided.

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                 ADJUSTMENT                            5.   In the event that the Operating Expenses (defined in Paragraph 8)
                 OF RENT                         during any Operating Period (an Operating Period being defined as each six
                                                 (6) calendar months beginning January I and ending June 30 and beginning July
                                                 1 and ending December 31 of each year during the Term, the first Operating
                                                 Period for purposes of this Lease beginning on the January 1 or July 1
                 (1) 1992 Base Year              immediately preceding the Commencement Date) shall exceed, on an annualized
                                                 basis, $ (1) per year per square foot of Rentable Area of the Building,
                                                 Tenant shall pay to Landlord, as additional rent for the Operating Period or
                                                 Periods, the amount of such excess multiplied by the number of square feet of
                                                 Rentable Area of the Premises, as set forth in Paragraph 1. For all
                                                 calculations pursuant to the provisions of this Lease, the Rentable Area of
                                                 the Building shall be deemed to be 196,690 square feet.  If the Term
                                                 commences or expires on other than the beginning date of any Operating
                                                 Period, the amount of additional rent shall be reduced in proportion to the
                                                 number of days of any such Operating Period not included within the Term.

                                                       Landlord shall have the right to collect monthly from Tenant the
                                                 escalations owed or to be owed by Tenant under this paragraph, said monthly
                                                 payments to be in such amounts as are estimated by Landlord in its sole
                                                 discretion.  The monthly payment shall be due and payable at the same time as
                                                 the Rent provided for in Paragraph 4 is due and payable.  Landlord shall,
                                                 within the period of one hundred twenty (120) days after the close of any
                                                 such Operating Period for which additional rent may be due under the
                                                 provisions of this paragraph, give written notice thereof to Tenant, which
                                                 notice shall also contain or be accompanied by a statement of the Operating
                                                 Expenses during such Operating Period, and by a computation of such
                                                 additional rent.  Failure of Landlord to give Tenant said notice within said
                                                 time period shall not be a waiver of Landlord's right to collect said
                                                 additional rent.  When the Landlord presents Tenant with a statement of
                                                 amounts due by Tenant for any escalation set out in this paragraph, Tenant
                                                 shall pay Landlord the difference between its proportionate share of said
                                                 escalation and the amount of monthly payments made by Tenant attributable to
                                                 said escalation, or Tenant shall receive a credit therefor if said escalation
                                                 is less than the amount of monthly payments collected by Landlord
                                                 attributable to said escalation, said credit to be applied to future monthly
                                                 payments attributable to future escalations.

                 PAYMENT                               6.   On or before the first day of each calendar month during the Term
                 OF RENT                         hereof, Tenant shall pay to Landlord for such month the Rent then in effect.
                                                 All such payments shall be paid to Landlord in lawful money of the United
                                                 States of America at the address of Landlord shown herein or to such other
                                                 party or to such other place as Landlord may designate from time to time in a
                                                 written notice to Tenant.  If this Lease commences or terminates on any day
                                                 other than the first or last day of a .calendar month, the Rent due hereunder
                                                 shall be prorated except as otherwise provided in this Lease.

                 RENTABLE                              7.   The Rentable Area for a full floor of the Building shall be the
                     AREA                        area bounded by the exterior Building walls (measured to the interior surface
                                                 of the glass windows on such floors that do not have balconies, and on such
                                                 floors that have balconies, to the interior surface of the balcony wall),
                                                 including the area used for elevator lobbies, corridors, special stairways,
                                                 restrooms, atriums, mechanical rooms, telephone closets, and the structural
                                                 columns of the Building and all vertical penetrations for the special use of
                                                 Tenant but excluding the area used for Building stairs, vertical ducts,
                                                 elevator shafts, flues, vents, stacks, and pipe shafts; and with respect to
                                                 the second floor of the Building, one-half ( 1/2) of the Bank Atrium footage
                                                 (deemed to be 2,200 square feet).  The Rentable Area for the





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                                                 Premises shall be the total Rentable Area calculated for the floor or floors
                                                 to be occupied by Tenant; or where only a portion of a floor is to be
                                                 occupied, the Rentable Area for the Premises shall be the area calculated
                                                 within the boundaries defined by any exterior Building walls bounding the
                                                 Premises (measured to the interior surface of the glass windows or the
                                                 interior surface of the balcony wall, as the case may be), the center line of
                                                 any common walls separating the Premises from area leased or to be leased to
                                                 other tenants and the exterior of any walls separating the Premises from any
                                                 public corridors or other public or common areas on such floors plus a pro
                                                 rata portion of the area used for elevator lobbies, corridors, rest rooms,
                                                 atriums, mechanical rooms and telephone closets.

                 OPERATING                             8.   "Operating Expenses," as used in this Lease, refers to the
                  EXPENSES                       aggregate of all expenses, costs and disbursements of every kind and nature
                                                 relating to or incurred or paid during any Operating Period in connection
                                                 with the ownership, operation and maintenance of the Building, Land,
                                                 equipment, fixtures, and facilities used in connection therewith, including,
                                                 but not limited to wages and salaries of all employees directly engaged in
                                                 the operation, maintenance or security of the Building and Land, including
                                                 taxes, insurance and benefits relating thereto; the cost of all labor,
                                                 supplies, materials and tools used in the operation and maintenance of the
                                                 Building and Land; management fees (not exceeding the industry standard of
                                                 similar buildings in Harris County, Texas); the cost of all accounting
                                                 expenses incurred in connection with the ownership and operation of the
                                                 Building and Land; the cost of all utilities for the Building and Land,
                                                 including, but not limited to, the cost of water and sewer services and power
                                                 for heating, lighting, air conditioning and ventilating; the cost of all
                                                 maintenance and service agreements for the Building, Land and equipment
                                                 therein or thereon, including, but not limited to, security service, window
                                                 cleaning, elevator maintenance and janitorial service; the cost of all
                                                 insurance relating to the Building and Land, including, but not limited to,
                                                 the cost of casualty, rental abatement and liability insurance applicable to
                                                 the Building, Land and Landlord's personal property used in connection
                                                 therewith; Taxes (defined in Paragraph 9); the cost of all license and permit
                                                 fees; the cost of repairs, refurbishing, restoration and general maintenance;
                                                 a reasonable amortization charge on account of any capital expenditure
                                                 incurred (i) to comply with any governmental rule, regulation, law or
                                                 otherwise, or (ii) to effect a reduction in the Operating Expenses of the
                                                 Building or Land; and, all other items constituting operating and maintenance
                                                 costs in connection with the Building and Land according to generally
                                                 accepted accounting principles.  Except as specifically provided in the
                                                 immediately preceding sentence, Operating Expenses shall not include the
                                                 following: (i) depreciation, (ii) leasing commissions, (iii) repairs and
                                                 restorations paid for by the proceeds of any insurance policy or (iv)
                                                 construction of improvements of a capital nature, (v) ground rent, (vi)
                                                 income and franchise taxes other than that portion, if any, of income and
                                                 franchise taxes which may hereafter be assessed and paid in lieu of or as a
                                                 substitute in whole or in part for Taxes.  If less than 95% of the Rentable
                                                 Area of the Building is actually occupied during any Operating Period,
                                                 Operating Expenses shall be the amount that such Operating Expenses would
                                                 have been for such Operating Period had 95% of the Rentable Area of the
                                                 Building been occupied during all such Operating Period, as determined by
                                                 Landlord.  Tenant, at its cost, shall have the right to inspect, in
                                                 Landlord's offices, during Landlord's usual business hours, within the sixty
                                                 (60)-day period following delivery of the statement referred to in
                                                 Paragraph 5 herein, Landlord's records of the Operating Expenses referred to
                                                 in such statement.  If within such sixty (60)-day period neither party hereto
                                                 delivers to the other party a notice referring in reasonable





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                                                 detail to one or more errors in such statement, it shall be deemed
                                                 conclusively that the information set forth in such statement is correct.

                        TAXES                          9.   Where used in this Lease, the term "Taxes" means all ad valorem
                                                 taxes, personal property taxes, and all other taxes, assessments, use and
                                                 occupancy taxes, transit taxes, water and sewer charges, excises, levies,
                                                 license and permit fees and all other similar charges, if any, which are
                                                 levied, assessed, or imposed upon or become due and payable in connection
                                                 with, or a lien upon, the Land, the Building or facilities used in connection
                                                 therewith, and all taxes of whatsoever nature that are imposed in
                                                 substitution for or in lieu of any of the taxes, assessments, or other
                                                 charges included in this definition of Taxes; provided, however, Taxes shall
                                                 not include the portion, if any, of ad valorem taxes against the Premises
                                                 that is paid by tenants as a separate charge pursuant to Paragraph 19 of this
                                                 Lease.

                       TENANT                          10.  The Premises shall be deemed ready for occupancy when offered by
                 IMPROVEMENTS                    Landlord to Tenant with doors, floor coverings, ceilings, walls, window
                                                 coverings, lighting, heating, cooling, ventilating, water, electrical and
                                                 other interior treatments, fittings, furnishings and fixtures ("Tenant
                                                 Improvements") substantially completed and accepted by Tenant; Landlord and
                                                 Tenant have agreed upon the various "Building Standard Improvements" (defined
                                                 in Exhibit C) and any other special additional improvements ("Special Tenant
                                                 Improvements"), which shall be required.  All such Tenant Improvements shall
                                                 be fully described by approved plans and specifications prepared pursuant to
                                                 a separate written agreement ("Work Letter Agreement") signed by Landlord and
                                                 Tenant.  Upon Tenant's taking possession, the Premises, including any Tenant
                                                 Improvements to be completed by Landlord, shall be deemed satisfactorily
                                                 completed unless otherwise expressly agreed in writing by both parties.

                   COMPLETION                          11.  If the Premises are not ready for occupancy by the Commencement
                    OF TENANT                    Date because Tenant Improvements have not been completed, the obligations of
                 IMPROVEMENTS                    Landlord and Tenant under this Lease shall nevertheless continue in full
                          AND                    force and effect and the Rent shall commence on the earlier of (i) the
                 COMMENCEMENT                    Commencement Date if occupancy is delayed due to Tenant's failure to furnish
                      OF RENT                    information or complete work which Tenant has agreed to provide within the
                                                 time agreed upon in the Work Letter Agreement and/or if delay of occupancy is
                                                 occasioned by special orders from Tenant, or (ii) the date the Premises are
                                                 ready for occupancy if the delay is due to Landlord's failure to complete
                                                 work which Landlord has agreed to provide under the terms of the Work Letter
                                                 Agreement and, in such event, abatement of Rent shall constitute full
                                                 settlement of all claims that Tenant might otherwise have against Landlord by
                                                 reason of the Premises not being ready for occupancy at the Commencement
                                                 Date.
                 MAINTENANCE                           12.  Landlord shall provide all normal maintenance and repair of the
                  AND REPAIR                     exterior and the structural portions of the Building and common areas, such
                                                 as lobbies, stairs, corridors, rest rooms, roof, elevators, escalators, and
                                                 shall provide painting of partitions and refinishing of doors in the Premises
                                                 included in the Building Standard Improvements at times when the Landlord, in
                                                 its discretion, deems it appropriate for the continued use and enjoyment of
                                                 the Premises.  Landlord shall not have any obligation to maintain, repair, or
                                                 replace any Tenant Improvements, except the portions thereof included in
                                                 Building Standard Improvements.  Except to the extent that Landlord is
                                                 obligated to furnish maintenance, repair and painting of portions of the
                                                 Premises pursuant to this Paragraph and to repair damage by fire or other
                                                 casualty pursuant to Paragraph 22,





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                                                 Tenant, at its sole cost, shall maintain and repair the Premises and
                                                 otherwise keep the Premises in good order and repair, but all workmen,
                                                 artisans and contractors employed for such purposes shall be obtained through
                                                 or specifically approved by Landlord prior to the commencement of any work on
                                                 the Premises.

                 LANDLORD'S                            13.  Landlord, at its cost, shall furnish the Premises with (i) cleaning
                   SERVICES                      and janitorial services (defined in Exhibit D), (ii) hot and cold domestic
                                                 water at those points of supply provided for general use of other tenants in
                                                 the building and electricity ( 110 volt current) for normal office uses,
                                                 (iii) elevator service at the times and frequency required, in Landlord's
                                                 judgment, for normal business use of the Premises by Tenant pursuant hereto,
                                                 (iv) lamp and ballast replacement for light fixtures included in Building
                                                 Standard Improvements, (v) heating, ventilating, and air conditioning service
                                                 between 7:00 o'clock a.m. and 7:00 o'clock p.m. on Monday through Friday, and
                                                 between 7:00 o'clock a.m. and 1:00 o'clock p.m. on Saturday, except on New
                                                 Year's Day, Memorial-Day, July 4, Labor Day, Thanksgiving Day, Christmas Day
                                                 and other holidays ("Holidays") observed from time to time by tenants
                                                 occupying a majority of the Rentable Area in the Building; however, in the
                                                 event applicable governmental laws, edicts, etc. cause normal hours to be
                                                 modified (e.g., Federal Energy Plan), then such heating, ventilating and air
                                                 conditioning service shall be changed to be in compliance with such
                                                 promulgations.  Landlord shall furnish heating, ventilating and air
                                                 conditioning and cooling service on days and at times other than those
                                                 referred to in subsection (v) above provided Tenant requests such service a
                                                 reasonable time in advance and agrees in writing to bear all core to Landlord
                                                 thereof.  Landlord shall not be liable for any damages, directly or
                                                 indirectly, resulting from, nor shall any Rent be abated by reason of, the
                                                 installation, use or interruption of use of any equipment in connection with
                                                 the furnishing of any of the foregoing services, or failure to furnish or
                                                 delay in furnishing any such service when such failure or delay is caused by
                                                 accident or any other occurrence or condition beyond the reasonable control
                                                 of Landlord or by the making of necessary repairs or improvements to the
                                                 Premises or to the Building.  The failure to furnish any of such services
                                                 shall not be construed as an eviction of Tenant or relieve Tenant from the
                                                 duty of observing and performing any of its obligations under this Lease
                                                 unless such failure substantially handicaps, impedes or impairs the normal
                                                 use of the Premises by Tenant for the purposes authorized in this Lease and
                                                 unless within a reasonable time after delivery to Landlord by Tenant of a
                                                 written notice setting forth in reasonable detail a description of the
                                                 services not so furnished, Landlord fails to commence curing any such failure
                                                 or thereafter fails to continue the curing thereof with appropriate diligence
                                                 and speed under the circumstances until cured.

                 PROHIBITED                            14. Tenant shall not use or permit any other party to use all or any
                        USE                      part of the premises for any purpose whatsoever not authorized in Paragraph 2
                                                 of this Lease.  Tenant shall not do or permit anything to be done in or about
                                                 the Building nor bring or keep or permit anything to be brought to or kept
                                                 therein, which is prohibited by or which will in any way conflict with any
                                                 law, statute, ordinance or governmental rule or regulation now in force or
                                                 hereafter enacted or promulgated, or which is prohibited by any standard form
                                                 of fire insurance policy or which will in any way increase the existing rate
                                                 of or affect any fire or other insurance which Landlord carries upon the
                                                 Building or any of its contents, or cause a cancellation of any insurance
                                                 policy covering the Building or any part thereof or any of its contents.
                                                 Tenant shall not do or permit anything to be done in or about the Premises
                                                 which will in any way obstruct or interfere with the rights of other tenants
                                                 of the Building, or injure or annoy them or use or allow the Premises to be


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                                                 used for any unlawful or objectionable purpose.  Tenant shall not cause,
                                                 maintain or permit any nuisance in, on, or about the Premises or Building or
                                                 commit or suffer to be committed any waste to, in, on or about the Premises
                                                 or Building.

                   RULES AND                           15.  Tenant shall perform and comply with the Rules and Regulations of
                 REGULATIONS                     the Building set out in Exhibit E and, upon written notice thereof, all other
                 OF BUILDING                     rules and regulations with respect to safety care, cleanliness, and
                                                 preservation of good order in the Building that may be established from time
                                                 to time by Landlord for tenants of the Building.  Landlord shall not have any
                                                 liability to Tenant for any failure of any other tenants of the Building to
                                                 comply with such Rules and Regulations.

                  COMPLIANCE                           16.  Tenant shall, at its sole cost and expense, promptly comply with
                   WITH LAWS                     all laws, statutes, ordinances and governmental rules, regulations or
                   AND OTHER                     requirements now in force or which may hereafter be in force, with the
                 REGULATIONS                     requirements of any board of fire underwriters or other similar body now or
                                                 hereafter constituted, and with any directive or occupancy certificate issued
                                                 pursuant to any law by any public officer or officers insofar as any thereof
                                                 relate to or affect the condition, use or occupancy of the Premises,
                                                 excluding requirements of structural changes not resulting from Special
                                                 Tenant Improvements or acts of Tenant.

                   ALTERATIONS                         17.  Tenant shall not make any alterations or additions to the Tenant
                 AND ADDITIONS                   Improvements, Premises or Building, except with the prior written consent of
                                                 the Landlord.  All Tenant Improvements, alterations and additions to the
                                                 Tenant Improvements, to the Premises and to the Building shall be the
                                                 property of the Landlord and shall not be removed by Tenant either during or
                                                 after the end of the Term without the express written approval of Landlord.
                                                 Tenant shall not be entitled to any reimbursement or compensation resulting
                                                 from its payment of the cost of constructing all or any portion of the Tenant
                                                 Improvements or any alterations or additions thereto unless otherwise
                                                 expressly agreed by Landlord in writing.  Tenant shall not permit any
                                                 mechanics', materialmen's or other liens to be fixed or placed against the
                                                 Premises or the Building or the Land and agrees immediately to discharge
                                                 (either by payment or by filing of the necessary bond, or otherwise) any
                                                 mechanics', materialmen's or other lien which is allegedly fixed or placed
                                                 against any of the foregoing.

                      TENANT'S                         18.  Except for desk or table mounted typewriters, adding machines,
                     EQUIPMENT                   office calculators, dictation equipment and other similar office equipment,
                           AND                   Tenant shall not install within the Premises any fixtures, equipment,
                 INSTALLATIONS                   facilities, or other improvements until the plans therefor have been approved
                                                 by Landlord and shall not, without the specific written consent of Landlord
                                                 and Tenant's written agreement to pay additional costs, install or maintain
                                                 any apparatus or devices within the Premises which will increase the usage of
                                                 electrical power, water or gas for the Premises to an amount greater than
                                                 would be normally required for general office use.

                     TAXES ON                          19.  Tenant shall pay all ad valorem and similar taxes or assessments
                   PERSONALTY                    levied upon or applicable to all equipment, fixtures, furniture, and other
                   AND TENANT                    property placed by Tenant in the Premises and all license and other fees or
                 IMPROVEMENTS                    charges imposed on the business conducted by Tenant on the Premises.  If the
                                                 Tenant Improvements do not consist entirely of Building Standard Improvements
                                                 and Landlord shall be required to pay a higher ad valorem tax with respect to
                                                 the Building than would have been payable had the Tenant Improvements
                                                 consisted entirely of Building Standard Improvements, Tenant shall pay to
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                                                 demand, the amount by which the ad valorem taxes payable by Landlord with
                                                 respect to the Building for the tax period exceed the amount of ad valorem
                                                 taxes that otherwise would have been payable by Landlord.

                    LANDLORD'S                         20.  Landlord shall have the right, at all reasonable times during the
                        ACCESS                   Term, to enter the Premises and to inspect the condition thereof, to show the
                                                 Premises to prospective new tenants, to determine if Tenant is performing its
                                                 obligations under this Lease, and to perform the services or to make the
                                                 repairs and restoration that Landlord is obligated or elects to perform or
                                                 furnish under this Lease, to make repairs to adjoining space, to cure any
                                                 defaults of Tenant hereunder that Landlord elects to cure, and to remove from
                                                 the Premises any improvements thereto or property placed herein in violation
                                                 of this Lease.

                     INSURANCE                         21.  Landlord shall maintain, during the Term of this Lease fire and
                                                 extended coverage insurance ("Insurance") insuring the Building and Premises,
                                                 but excluding Tenant's goods, furniture or property of Tenant's Improvements
                                                 not consisting wholly of Building Standard Improvements placed in the
                                                 Premises, against damage or loss from fire or other casualty normally insured
                                                 against under the terms of standard policies of fire and extended coverage
                                                 insurance.  Tenant shall be responsible for providing, at Tenant's own
                                                 expense, all insurance coverage necessary for the protection against loss or
                                                 damage from fire or other casualty of Tenant's goods, furniture, Tenant's
                                                 Improvements not consisting wholly of Building Standard Improvements, or
                                                 other property placed in the Premises.

                 FIRE OR OTHER                         22.  If the Premises or the Building is damaged or destroyed, in whole
                      CASUALTY                   or in part, by fire or other casualty at any time during the Term, and if,
                                                 after such damage or destruction, Tenant is not able to use the portion of
                                                 the Premises not damaged or destroyed to substantially the same extent and
                                                 for substantially the same purpose as Tenant used the Premises prior thereto,
                                                 then unless such damage or destruction is the result of the negligence or
                                                 willful misconduct of Tenant, within thirty (30) days after delivery to
                                                 Landlord by Tenant of a written notice describing in reasonable detail such
                                                 damage or destruction, Landlord shall give Tenant a written notice setting
                                                 forth Landlord's election, either to (i) terminate this Lease, or (ii)
                                                 restore or replace the damaged or destroyed portion to substantially the same
                                                 condition that existed immediately prior to such damage or destruction.  If
                                                 Landlord does not elect to proceed under the foregoing subsection (ii), it
                                                 shall be deemed that it has elected to terminate this Lease pursuant to the
                                                 foregoing subsection (i).  If such damage or destruction occurs, then, unless
                                                 such damage or destruction is the result of the negligence or willful
                                                 misconduct of Tenant, the Rent shall be abated for the period and
                                                 proportionately to the extent that after such damage or destruction Tenant is
                                                 not able to use the portion of the Premises damaged or destroyed to
                                                 substantially the same extent and for substantially the same purposes as
                                                 Tenant used the Premises prior thereto.  If Landlord elects to restore or
                                                 replace the damaged or destroyed portions of the Premises or Building, this
                                                 Lease shall continue in full force and effect in accordance with the terms.
                                                 hereof except for the rent abatement referred to above (if applicable) and
                                                 except that the Term shall be extended by a length of time equal to the
                                                 period beginning on the date of such damage or destruction and ending upon
                                                 completion of such restoration or replacement.  If Landlord elects to restore
                                                 or replace the damaged or destroyed portions of the Premises or Building,
                                                 such restoration or replacement shall be made within a reasonable 90 days or
                                                 less time subject to delays arising from Acts of God, shortages of labor or
                                                 materials, war, or other similar or dissimilar conditions or events beyond
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                                                 Landlord elects to terminate this Lease, this Lease shall terminate on the
                                                 last day of the month next following the end of the thirty (30)-day period
                                                 referred to above.

                    WAIVER                             23.  Anything in this Lease to the contrary notwithstanding, each party
                        OF                       hereto releases and waives all claims, rights of recovery, and causes of
                    CLAIMS                       action that either such party or any party claiming by, through, or under
                                                 such party by subrogation or otherwise may now or hereafter have against the
                                                 other party or any of the other party's directors, officers, partners,
                                                 employees, or agents for any loss or damage that may occur to the Building,
                                                 Premises, Tenant Improvements, or any of the contents of any of the foregoing
                                                 by reason of fire, Act of God, the elements, or any other cause, excluding
                                                 gross negligence or willful misconduct but including negligence of the
                                                 parties hereto or their directors, officers, partners, employees, or agents
                                                 that could have been insured against under the terms of standard fire and
                                                 extended coverage insurance policies.  Landlord shall not be liable to Tenant
                                                 for any inconvenience or loss to Tenant in connection with any of the repair,
                                                 maintenance, damages, destruction, restoration, or replacement referred to in
                                                 this Lease.  Landlord shall not be obligated to insure any of the Tenant
                                                 Improvements not consisting wholly of Building Standard Improvements or any
                                                 of Tenant's goods, furniture, or other property placed in or incorporated in
                                                 the Building and, except with respect to the portion of the Tenant
                                                 Improvements that Landlord is expressly obligated to repair, maintain or
                                                 replace pursuant to the provisions of Paragraph 12 hereof, Landlord shall not
                                                 be obligated to repair, maintain, restore, or replace or otherwise be liable
                                                 for any damage to or destruction of any of the foregoing.

                 INDEMNITY                             24.  Except for the claims, rights of recovery and causes of action that
                                                 Landlord has released and waived pursuant to Paragraph 23 hereof, Tenant
                                                 shall indemnify and hold harmless Landlord and Landlord's agents, directors,
                                                 officers, partners, employees, invitees, and contractors, from all claims,
                                                 losses, costs damages, or expenses (including, but not limited to, attorneys'
                                                 fees) resulting or arising from any and all injuries to, including death of,
                                                 any person or damage to any property, caused by any act, omission, or neglect
                                                 of Tenant or Tenant's directors, officers, employees, agents, invitees, or
                                                 guests, or any parties contracting with Tenant relating to the Premises.
                                                 Landlord shall not be liable for any damage of any kind or for any damage to
                                                 property, death or injury to persons from any cause whatsoever by reason of
                                                 the use and occupancy of the Building by Tenant.  Landlord shall not be
                                                 liable to Tenant and Tenant hereby waives all claims against Landlord or
                                                 Landlord's directors, officers, partners, employees, or agents for any damage
                                                 or loss of any kind, for direct damages, consequential damages, loss of
                                                 profits, business interruption, and for any damage to property, death or
                                                 injury to persons from any cause whatsoever, including, but not limited to,
                                                 acts of other tenants, vandalism, loss of trade secrets or other confidential
                                                 information, any damage, loss or injury caused by a defect in the Premises or
                                                 the Building, pipes, air conditioning, heating, plumbing, or by water leakage
                                                 of any kind from the roof, walls, windows, or other portion of the Premises
                                                 or the Building, or caused by electricity, gas, oil, fire or any other cause
                                                 in, on, or about the Premises, Building, or Land or any part thereof, unless
                                                 caused solely by the willful misconduct or negligence of Landlord.  During
                                                 the term of this Lease, Tenant, at its sole cost, shall obtain and maintain
                                                 with insurance companies approved by Landlord, comprehensive public liability
                                                 insurance including property damage insuring Tenant, Landlord and Landlord's
                                                 designees, if any, against liability for injury to persons or property
                                                 occurring in or about the Premises or arising out of the ownership,
                                                 maintenance, use or occupancy thereof The liability under such





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                                                 insurance shall not be less than $500,000.00 for any one person injured
                                                 and/or killed and not less 100,000.00 for any one accident and not less than
                                                 $100,000.00 for personal property damage per accident, all such amounts to be
                                                 increased if, in the reasonable judgment of Landlord, any such increase is
                                                 necessary for Landlord's protection. A certificate of such insurance shall be
                                                 furnished to Landlord, and such policy shall provide that it may not be
                                                 altered or cancelled without ten (10) days' notice being first given to
                                                 Landlord.

                 NON-WAIVER                            25.  No consent or waiver, express or implied, by Landlord to or of any
                                                 breach in the performance or observance by Tenant of any of its obligations
                                                 under this Lease shall be construed as or constitute a consent or waiver to
                                                 or of any other breach in the performance or observance by Tenant of such
                                                 obligation or any other obligations of Tenant.  Neither the acceptance by
                                                 Landlord of any Rent or other payment hereunder, whether or not any default
                                                 hereunder by Tenant is then known to Landlord, nor any custom or practice
                                                 followed in connection with this Lease shall constitute a waiver of any of
                                                 Tenant's obligations under this Lease.  Failure by Landlord to complain of
                                                 any action or non-action on the part of Tenant or to declare Tenant in
                                                 default, irrespective of how long such failure may continue, shall not be
                                                 deemed to be a waiver by Landlord of any of its rights hereunder.  Time is of
                                                 the essence with respect to the performance of every obligation of Tenant
                                                 under this Lease in which time of performance is a factor.  Except where
                                                 expressly provided herein to the contrary, all Rent and other amounts payable
                                                 by Tenant under this Lease shall be paid without abatement, offset,
                                                 counterclaim, or diminution to any extent whatsoever.  Except for the
                                                 execution and delivery of a written agreement expressly accepting surrender
                                                 of the Premises, no act taken or failed to be taken by Landlord shall be
                                                 deemed an acceptance of surrender of the Premises.

                      QUIET                            26.  Provided Tenant has performed all its obligations under this Lease,
                 POSSESSION                      including, but not limited to, the payment of Rent and all other sums due
                                                 hereunder, Tenant shall peaceably and quietly hold and enjoy the Premises for
                                                 the Term, subject to the provisions and conditions set forth in this Lease.

                    NOTICES                            27.  Each Notice required or permitted to be given hereunder by one
                                                 party to the other shall be in writing, with a statement therein to the
                                                 effect that notice is given pursuant to this Lease, and the same shall be
                                                 given and shall be deemed to have been delivered, served and given if placed
                                                 in the United States mail, postage prepaid, by United States registered or
                                                 certified mail, return receipt requested, addressed to such party at the
                                                 address provided for such party herein.  Any notices to the Landlord shall be
                                                 addressed and given to Landlord as follows:

                                                            SUGAR LAND PLAZA BUILDING CORPORATION
                                                            Sugar Creek Boulevard at Southwest Freeway
                                                            Sugar Land, Texas 77478

                                                       Prior to the Commencement Date, the address for notices to Tenant shall
                                                 be the address set forth for Tenant on the signature page of this Lease;
                                                 after the Commencement Date, the address for Tenant shall be the Premises.
                                                 The address stated above shall be effective for all notices to the respective
                                                 parties until written notice of a change in address is given pursuant to the
                                                 provisions hereof.






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                 LANDLORD'S                            28.  If Landlord fails to perform any of its obligations under this
                    FAILURE                      Lease, Landlord shall not be in default hereunder and Tenant shall not have
                 TO PERFORM                      any rights or remedies growing out of such failure, unless Tenant gives
                                                 Landlord written notice thereof setting forth in reasonable detail the nature
                                                 and extent of such failure and such failure by Landlord is not cured within
                                                 the thirty (30)-day period following delivery of such notice or such longer
                                                 period therefor provided elsewhere in this Lease.  If such failure cannot
                                                 reasonably be cured within such thirty (30)-day period, the length of such
                                                 period shall be extended for the period reasonably required therefor if
                                                 Landlord commences curing such failure within such thirty (30)-day period and
                                                 continues the curing thereof with reasonable diligence and continuity.

                    TENANT'S                           29. If Tenant fails to perform any one or more of its obligations
                     FAILURE                     hereunder, in addition to the other rights of Landlord hereunder, Landlord
                  TO PERFORM                     shall have the right, but not the obligation, to perform all or any part of
                                                 such obligations of Tenant.  Upon receipt of a demand therefor from Landlord,
                                                 Tenant shall reimburse Landlord for (i) the cost to Landlord of performing
                                                 such obligations and a reasonable profit and overhead, plus (ii) interest
                                                 thereon at the then maximum legal rate from the date of demand.  If the
                                                 obligation so performed by Landlord involves any repair or maintenance or the
                                                 removing by Landlord of any improvements to or use of the Premises not
                                                 authorized by this Lease, such reasonable profit and overhead shall be ten
                                                 percent (10%) of the cost to Landlord of performing such obligation.

                      ACT OF                           30.  The term "Act of Default" refers to the occurrence of any one or
                     DEFAULT                     more of the following: (i) failure of Tenant to pay when due any Rent or
                                                 other amount required to be paid under this Lease; or (ii) failure of Tenant
                                                 after thirty (30) days written notice from Landlord of Tenant's default in
                                                 the performance of any of Tenant's obligations, covenants or agreements under
                                                 this Lease, to do, observe, keep and perform with diligence and continuity
                                                 any of such obligations, covenants, or agreements; or (iii) the adjudication
                                                 of Tenant to be a bankrupt; or (iv) the filing by Tenant of a voluntary
                                                 petition in bankruptcy, receivership, or other related or similar
                                                 proceedings; or (v) the making by Tenant of a general assignment for the
                                                 benefit of its creditors; or (vi) the appointment of a receiver of Tenant's
                                                 interests in the Premises in any action, suit or proceeding by or against
                                                 Tenant's interest in the Premises or by or against Tenant; or (vii) any other
                                                 voluntary or involuntary proceedings instituted by or against Tenant under
                                                 any bankruptcy or similar laws, unless the occurrence of any such involuntary
                                                 receivership or proceeding is cured by the same being dismissed or stayed
                                                 within sixty (60) days thereafter; or (viii) the failure of Tenant to
                                                 discharge any judgment against Tenant within sixty (60) days after such
                                                 judgment becomes final; or (ix) the sale or attempted sale under execution or
                                                 other legal process of the interest of Tenant in the Premises, or (x)
                                                 abandonment of the Premises for any period of time consisting of thirty (30)
                                                 consecutive days.

                 RIGHTS UPON                           31.  If an Act of Default occurs, Landlord at any time thereafter prior
                     DEFAULT                     to the curing of such Act of Default and without waiving any other rights
                                                 herein available to Landlord at law or in equity, may either terminate this
                                                 Lease or terminate Tenant's right to possession without terminating the
                                                 Lease, whichever Landlord elects.  In either event, Landlord may, without
                                                 additional notice and without court proceedings, reenter and repossess the
                                                 Premises, and remove all persons and property therefrom using such force as
                                                 may be necessary, and Tenant hereby waives any claim arising by reason
                                                 thereof or by reason of issuance of any





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                                                 distress warrant and agrees to hold Landlord harmless from any such claims.
                                                 If Landlord elects to terminate this Lease, it may treat the Act of Default
                                                 as an entire breach of this Lease and Tenant immediately shall become liable
                                                 to Landlord for damages for the entire breach in an amount equal to the
                                                 amount by which (i) the total Rent (being the Rent set forth in Paragraph 4
                                                 hereof as adjusted pursuant to Paragraph 5 hereof for any increase and
                                                 estimated increase in Operating Expenses which would be payable by Tenant
                                                 during the unexpired balance of the Term) and all other payments due for the
                                                 balance of the Term is in excess of (ii) the fair market rental value of the
                                                 Premises for the balance of the Term as of the time of default, both
                                                 discounted at the rate of 6% per annum to the then present value.  If
                                                 Landlord elects to terminate Tenant's right to possession of the Premises
                                                 without terminating the Lease, Landlord may rent the Premises or any part
                                                 thereof for the account of Tenant to any person or persons for such rent and
                                                 for such terms and other conditions as Landlord deems practical, and Tenant
                                                 shall be liable to Landlord for the amount, if any, by which the total rent
                                                 and all other payments herein provided for the unexpired balance of the Term
                                                 exceed the net amount, if any, received by Landlord from such re-renting,
                                                 being the gross amount so received by Landlord less the cost of repossession,
                                                 re-renting, remodeling and other expenses.  Such sum or sums shall be paid by
                                                 Tenant in monthly installments on the first day of each month of the Term.
                                                 In no case shall Landlord be liable for failure to re-rent the Premises or
                                                 collect the rental due under such re-renting.  If Landlord elects to
                                                 terminate Tenant's right to possession without terminating the Lease,
                                                 Landlord shall have the right at any time thereafter to terminate this Lease,
                                                 whereupon the foregoing provisions with respect to termination will
                                                 thereafter apply.  If an Act of Default occurs or in case of any holding over
                                                 or possession by Tenant of the Premises after the expiration or termination
                                                 of this Lease, Tenant shall reimburse Landlord on demand for all costs
                                                 incurred by Landlord in connection therewith including, but not limited to,
                                                 reasonable attorney's fees, court costs and related costs plus interest
                                                 thereon at the then maximum legal rate from the date such costs are paid by
                                                 Landlord.  Actions by Landlord to collect amounts due from Tenant as provided
                                                 in this Paragraph 31 may be brought at any time, and from time to time, on
                                                 one or more occasions, without the necessity of Landlord's waiting until the
                                                 termination of this Lease.

               SURRENDER                               32.  On the last day of the Term, or upon the earlier termination of
                                                 this Lease, Tenant shall peaceably and quietly surrender the Premises to
                                                 Landlord, broom clean, in good order, repair and condition at least equal to
                                                 the condition when delivered to Tenant, excepting only fair wear and tear
                                                 resulting from normal use and damage by fire or other casualty covered by the
                                                 Insurance carried by Landlord.  Prior to the surrender of the Premises to
                                                 Landlord, Tenant, at its sole cost and expense, shall remove all liens and
                                                 other encumbrances which may have resulted from the acts or omissions of
                                                 Tenant.  If Tenant fails to do any of the foregoing, Landlord, in addition to
                                                 other remedies available to it at law or in equity, may, without notice,
                                                 enter upon, reenter, possess and repossess itself thereof, by force, summary
                                                 proceedings, ejectment, or otherwise, and may dispossess and remove Tenant
                                                 and all persons and property from the Premises; and Tenant waives any and all
                                                 damages or claims for damages as a result thereof.  Such dispossession and
                                                 removal of Tenant shall not constitute a waiver by Landlord of any claims by
                                                 Landlord against Tenant.

                 HOLDING                               33.  If Tenant does not surrender possession of the Premises at the end
                    OVER                         of the Term, or upon earlier termination of this Lease, at the election of
                                                 Landlord, Tenant shall be a tenant-at-sufferance of Landlord and the Rent and
                                                 other






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                                                 payments due during the period of such holdover shall be two times the amount
                                                 set forth above in effect immediately prior to the end of the Term or
                                                 termination of this Lease.

                     REMOVAL OF                        34.  Tenant shall retain the ownership of all movable equipment,
                       TENANT'S                  furniture, and supplies placed in or on the Premises by Tenant and shall have
                       PROPERTY                  the right to remove such movable equipment, furniture, and supplies prior to
                                                 termination of this Lease provided that no Act of Default has been committed
                                                 by Tenant which has not been fully cured in a manner acceptable to Landlord
                                                 and further provided that Tenant repairs any injury to the Premises or the
                                                 Building resulting from such removal.  Unless Tenant has made prior
                                                 arrangements with Landlord and Landlord has agreed in writing to permit
                                                 Tenant to leave such equipment, furniture or supplies on the Premises for an
                                                 agreed period, if Tenant does not remove such movable equipment, furniture
                                                 and supplies prior to such termination, then, in addition to its other
                                                 remedies at law or in equity, Landlord shall have the right to have such
                                                 items removed and stored and all damage to the Premises or Building resulting
                                                 therefrom repaired at the cost of Tenant or elect that such movable
                                                 equipment, furniture and supplies automatically become the property of the
                                                 Landlord upon termination of this Lease, and, in the latter case, Tenant
                                                 shall not have any further right with respect thereto or for reimbursement
                                                 therefor.

                          LIENS                        35.  Tenant shall not permit any mechanics', materialmen's or other
                                                 liens to be fixed or placed against the Premises or the Building or the Land,
                                                 and agrees immediately to discharge (either by payment or by filing of the
                                                 necessary bond, or otherwise) any mechanics', materialmen's or other lien
                                                 which is allegedly fixed or placed against any of the foregoing.  In addition
                                                 to and cumulative of Landlord's statutory lien.

                       INTEREST                        36.  All amounts of money payable by Tenant to Landlord under this
                                                 Lease, if not paid when due, shall bear interest from the date due until paid
                                                 at the then maximum legal rate.

                     ASSIGNMENT                        37.  Landlord shall have the right to transfer and assign in whole or in
                 AND SUBLETTING                  part, by operation of law or otherwise, its rights and obligations hereunder
                                                 whenever Landlord, in its sole judgment, deems it appropriate without any
                                                 liability to Tenant and Tenant shall attorn to any party to which Landlord
                                                 transfers the Building.  Tenant shall not assign or otherwise transfer,
                                                 mortgage, pledge, hypothecate or otherwise encumber this Lease, or any
                                                 interest herein, and shall not sublet the Premises or any part thereof, or
                                                 any right or privilege appurtenant thereto, or permit any other party to
                                                 occupy or use the Premises, or any portion thereof, without the express
                                                 written consent of Landlord, which consent shall not be unreasonably
                                                 withheld.  Any such consent by Landlord shall not release Tenant from any of
                                                 Tenant's obligations hereunder or be deemed to be a consent to any subsequent
                                                 assignment, subletting, occupation or use by another person.  Subject to the
                                                 foregoing, the rights and obligations of the parties hereunder shall inure to
                                                 the benefit of and being binding on the parties hereto and their respective
                                                 successors, assigns, heirs, and legal representatives.

                      MERGER OF                        38.  The voluntary or other surrender of this Lease by Tenant, or a
                        ESTATES                  mutual cancellation thereof, shall not work a merger and shall, at the option
                                                 of Landlord, terminate all or any existing subleases or subtenancies, or may,
                                                 at the option of Landlord, operate as an assignment to it of Tenant's
                                                 interest in any or all such subleases or subtenancies.





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                    LANDLORD'S                         39.   Any provisions of this Lease to the contrary notwithstanding, Tenant
                     LIABILITY                   hereby agrees that no personal or corporate liability of any kind or
                                                 character whatsoever now attaches or at any time hereafter under any
                                                 condition shall attach to Landlord for payment of any amounts payable under
                                                 this Lease or for the performance of any obligation under this Lease.  The
                                                 exclusive remedies of Tenant for the failure of Landlord to perform any of
                                                 its obligations under this Lease shall be to proceed against the interest of
                                                 Landlord in and to the Building.

                         LIGHT                         40.  Neither diminution nor shutting off of light or air or both nor any
                       AND AIR                   other effect on the Premises by any structure erected or condition now or
                                                 hereafter existing on lands adjacent to the Building shall effect this Lease,
                                                 abate Rent, or otherwise impose any liability on Landlord.

                  CONDEMNATION                         41.  If all or more than twenty-five percent (25%) of the interest in
                                                 the Premises shall be taken as a result of the exercise of the power of
                                                 eminent domain, this Lease shall terminate as to the part so taken as of the
                                                 date of taking.  If more than 25% of the interest in the Premises or if a
                                                 substantial portion of the Building is so taken, either Landlord or Tenant
                                                 shall have the right to terminate this Lease as to the balance of the
                                                 Premises by written notice to the other within thirty (30) days after the
                                                 date of taking, provided, however, that a condition to the exercise by Tenant
                                                 of such right to terminate shall be that the portion of the Premises or
                                                 Building taken shall be of such extent and nature as to substantially
                                                 handicap, impede or impair Tenant's use of the Premises or the balance of the
                                                 Premises remaining.  In the event of any taking, Landlord shall be entitled
                                                 to any and all compensation, damages, income, rent and awards with respect
                                                 thereto, except for an award, if any, specified by the condemning authority
                                                 for any property that Tenant has the right to remove upon termination of this
                                                 Lease.  Tenant shall have no claim against Landlord for the value of any
                                                 unexpired Term.  In the event of a partial taking of the Premises which does
                                                 not result in a termination of this Lease, the Rent thereafter to be paid
                                                 shall be equitably reduced by being proportionately reduced as to the square
                                                 footage so taken.

                 SUBORDINATION                         42.  The rights and interests of Tenant under this Lease and in and to
                                                 the Premises shall be subject and subordinate to first deeds of trust,
                                                 mortgages, and other security instruments and to all renewals, modifications,
                                                 consolidations, replacements and extensions thereof (the "Security
                                                 Documents") heretofore or hereafter executed by Landlord covering the
                                                 Premises, the Building and the Land, or any parts thereof, to the same extent
                                                 as if the Security Documents had been executed, delivered and recorded prior
                                                 to the execution of this Lease.  After the delivery to Tenant of a notice
                                                 from Landlord that it has entered into one or more Security Documents, then,
                                                 during the term of such Security Documents, Tenant shall deliver to the
                                                 holder or holders of all Security Documents a copy of all notices to Landlord
                                                 and shall grant to such holder or holders the right to cure all defaults, if
                                                 any, of Landlord hereunder within the same time period provided in this Lease
                                                 for curing such defaults by Landlord and, except with the prior written
                                                 consent of the holder of the Security Documents, shall not (i) amend this
                                                 Lease, (ii) surrender or terminate this Lease, except pursuant to a right to
                                                 terminate expressly set forth in this Lease, or (iii) pay any Rent more than
                                                 one month in advance or pay any Rent or other amounts payable hereunder other
                                                 than in strict accordance with the terms hereof.  The provisions of this
                                                 subsection shaft be self-operative and shall not require further agreement by
                                                 Tenant, however, at the request of Landlord, Tenant shall execute such
                                                 further documents as may be





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                                                 required to evidence and set forth for the benefit of the holder of any
                                                 Security Documents the obligations of Tenant hereunder.  At any time and from
                                                 time to time upon not less than ten (10) days' prior notice by Landlord,
                                                 Tenant shall execute, acknowledge and deliver to the Landlord a statement of
                                                 the Tenant, in writing, certifying that this Lease is unmodified and in full
                                                 force and effect (or, if there have been modifications, that the same is in
                                                 full force and effect as modified and stating the modifications, if any), and
                                                 stating whether or not to the best knowledge of Tenant the Landlord is in
                                                 default in the keeping, observance or performance of any covenant, agreement,
                                                 term, provision or condition contained in this Lease and, if so, specifying
                                                 each such default of which Tenant may have knowledge, it being intended that
                                                 any such statement may be relied upon by any prospective purchaser, tenant,
                                                 mortgagee or assignee of any mortgage of the Building or of the Landlord's
                                                 interest therein.

                          LEGAL                        43.  This Lease and the rights and obligations of the parties hereto
                 INTERPRETATION                  shall be interpreted, construed, and enforced in accordance with the laws of
                                                 the State of Texas.  The determination that one or more provisions of this
                                                 Lease is invalid, void, illegal or unenforceable shall not affect or
                                                 invalidate the remainder.  All obligations of either party requiring any
                                                 performance after the expiration of the Term shall survive the expiration of
                                                 the Term and shall be fully enforceable in accordance with those provisions
                                                 pertaining thereto.  If the rights of the Tenant hereunder are owned by two
                                                 or more parties, or two or more parties are designated herein as Tenant, then
                                                 all such parties shall be jointly and severally liable for the obligations of
                                                 Tenant hereunder.  Paragraph titles appearing in the margins are for
                                                 convenient reference only and shall not be used to interpret or limit the
                                                 meaning of any provision of this Lease.

                         USE OF                        44.  Tenant shall not have the right to use the name SUGAR CREEK
                          NAMES                  NATIONAL BANK BUILDING except in connection with giving the address of
                                                 Tenant, and then such terms cannot be emphasized or displayed with more
                                                 prominence than the rest of such address.  Landlord shall have the right to
                                                 change the name of the Building whenever Landlord in its sole judgment deems
                                                 appropriate without any consent of or liability to Tenant.

                          WHOLE                        45.  No oral statements or prior written material not specifically
                      AGREEMENT                  incorporated herein shall be of any force or effect.  Tenant agrees that in
                                                 entering into and taking this Lease, it relies solely upon the
                                                 representations and agreements contained in this Lease and no others.  This
                                                 Lease, including the Exhibits which are attached hereto and a part hereof for
                                                 all purposes, constitutes the whole agreement of the parties and shall in no
                                                 way be conditioned, modified or supplemented, except by a written agreement
                                                 executed by and delivered to both parties.






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                                THENCE South 72 degrees 26'06" West, 31.26 feet
                                to a 3/4 inch iron rod in a curve concave to the
                                West, a radial to said 4 inch iron rod bears
                                North 85 degrees 13'09" East, 1,271.99 feet;

                                THENCE Northerly 9.70 feet along said 1,271.99
                                foot curve through a central angle of 00 degrees
                                26'13" to a 3/4 inch iron rod at a point of
                                tangency;

                                THENCE North 5 degrees 13'03" West, 195.00 feet
                                to a 3/4 inch iron rod set for corner, said
                                corner being at the beginning of a curve concave
                                to the West, a radial line to said corner bears
                                North 84 degrees 46'56" East, 495.00 feet;

                                THENCE Northerly 20.43 feet along said 495.00
                                foot radius curve through a central angle of 02
                                degrees 21'54" to a 3/4 inch iron rod set for
                                corner,

                                THENCE North 23 degrees 55'00" East, 18.66 feet
                                to a 3/4 inch iron rod set for corner, said
                                corner being a point in a curve concave South, a
                                radial fine to said corner bears North 32
                                degrees 19'08" West, 334.94 feet;

                                THENCE Easterly, 165.38 feet along said 334.94
                                foot radius curve through a central angle of 28
                                degrees 17'25" to a 3/4 inch iron rod set for
                                corner;

                                THENCE South 53 degrees 58'08" East, 15.89 feet
                                to a 3/4 inch iron rod set for corner in the
                                West right-of-way line of said Sugar Creek
                                Boulevard, said corner being in a curve concave
                                East, a radial line to said corner bears South
                                74 degrees 44'13" West, 1,221.28 feet;

                                THENCE Southerly, 570.42 feet coincident with
                                Southwest right-of-way line of Sugar Creek
                                Boulevard along said 1,221.28 foot radius curve,
                                through a central angle of 26 degrees 45'40" to
                                a 5/8 inch iron rod found for corner;

                                THENCE South 03 degrees 27'55" West, 56.45 feet
                                coincident with a West line of said Parcel 128
                                to the PLACE OF BEGINNING, containing 4.4677
                                acres of land.

                                SAVE AND EXCEPT THE FOLLOWING DESCRIBED 0.8951
                                ACRE TRACT:

                                ALL that certain tract of land being 0.8951
                                acres, in that certain 110.95 acres tract
                                described in deed to Jake Kamin, et al., dated
                                the 18th day of January, 1971 and recorded in
                                Volume 539 at Page 488, et seq., (Clerk's File
                                Code 190280) of the Deed Records Fort Bend
                                County, Texas, being also in that certain 21
                                acres tract described in deed to Sugar Creek
                                Corporation dated the 31st day of August, 1976
                                and recorded in Volume 698 at Page 385, et seq.,
                                (Clerk's File Code 299678), Deed Records Fort
                                Bend County, Texas, all of said 0.8951 acres
                                tract being in the Brown and Belknap Survey,
                                Abstract 15, Fort Bend County, Texas, being more
                                particularly described as follows (all bearings
                                are referenced to the Texas State Coordinate
                                System, South Central Zone and a grid bearing of
                                South 44 degrees 25'33" East from National
                                Geodetic Survey Triangulation Station Stafford
                                to Stafford Water Tank, all distances are
                                horizontal surface distances);




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                                COMMENCING at the intersection of the center
                                line of Sugar Creek Boulevard, (a 150 feet wide
                                connecting road between the Southwest Freeway
                                and U.S. 90-A), and the Northwest right-of-way
                                line of the Southwest Freeway, both roads being
                                described as Parcel 128 in that certain deed to
                                the State of Texas dated the 27th day of
                                December, 1967 and recorded in Volume 497 at
                                Page 26, et seq., (Clerk's File Code 167860 of
                                the Deed Records of Fort Bend County, Texas
                                (FDCDR). a radial line to said commencing point
                                bears North 41 degrees 31'35" West, 3613.89
                                feet;

                                THENCE Southwesterly 115.92 feet, more or less,
                                along said 3613.89 foot radius curve to a 3/4
                                inch iron rod set at a concrete monument a
                                radial fine to said 3/4 inch iron rod bears
                                North 43 degrees 21'51" West, 3613.89 feet;

                                THENCE North 3 degrees 27'55" East, 56.45 feet
                                coincident with a Northwest line of said Parcel
                                128 to a 5/8 inch iron rod found at the
                                beginning of a curve concave to the East, a
                                radial line to said 5/8 inch iron rod bears
                                South 47 degrees 58'33" West, 1221.28 feet;

                                THENCE Northerly 394.87 feet coincident with the
                                West right-of-way line of Sugar Creek
                                Boulevard, along said 1221.28 feet radius curve,
                                through a central angle of 18 degrees 3131" to a
                                3/4 inch iron rod set for corner to which a
                                radial line bears South 66 degrees 30'04" West,
                                1221.28 feet, said corner being the PLACE OF
                                BEGINNING of this description;

                                THENCE South 72'26'06' West, 228.35 feet to a
                                3/4 inch iron rod set for corner;

                                THENCE North 5 degrees 13'03" West, 155.95 feet
                                parallel with and 50.00 feet east of a west fine
                                of said 21 acres tract to a 3/4 inch iron rod
                                set at the beginning of a curve concave to the
                                west, a radial line to said 3/4 inch iron rod
                                bears North 84 degrees 46'56" East, 495.00 feet;

                                THENCE Northerly 20.43 feet along said 495.00
                                foot radius curve, through a central angle of 2
                                degrees 21'54" to a 3/4 inch iron rod set for
                                corner;

                                THENCE North 23 degrees 55'00" East, 18.66 feet
                                to a 3/4 inch iron rod set for corner, said
                                corner being a point in a curve concave South, a
                                radial line to said corner bears North 32
                                degrees 19'08" West, 334.94 feet;

                                THENCE Easterly 165.38 feet along said 334.94
                                foot radius curve, through a central angle of 28
                                degrees 17'25" to a 3/4 inch iron rod set for
                                corner;

                                THENCE South 53 degrees 58'08" East, 15.89 feet
                                to a 3/4 inch iron rod set for corner in the
                                West right-of-way line of said Sugar Creek
                                Boulevard being in a curve concave to the East,
                                a radial line to said corner bears South 74
                                degrees 44'13" West, 1,221.28 feet;

                                THENCE Southerly 175.55 feet coincident with the
                                west right-of-way line of said Sugar Creek
                                Boulevard, along said 1,221.28 foot radius
                                curve, through a central angle of 8 degrees
                                14'09" to the PLACE OF BEGINNING, containing
                                0.8951 acres of land.




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<PAGE>   17

                                EXHIBIT B

                                DIAGRAM OF "TYPICAL FLOOR PLAN 3-9"

<TABLE>
                 <S>            <C>
                 1.             Office Space
                 2.             Freight Elevator
                 3.             Electrical
                 4.             Mechanical
                 5.             Telephone
                 6.             Janitor
                 7.             Men
                 8.             Women
</TABLE>





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<TABLE>
<S>      <C>                    <C>
                                EXHIBIT C

                                BUILDING STANDARD IMPROVEMENTS

                                As used in this Lease, Building Standard Improvements shall refer to the following:

1.       660                    linear feet of partitioning, painted and in place. The partitions will be 3
         ---                    3/4" nominal thickness, consisting of two (2) 5/8" thick, full-height gypsum
                                boards, attached to each side of 2 1/2" metal studs. Demising partitions
                                will include batt-type insulation for sound insulation purposes.  One (1)
                                linear foot per twelve (12) square feet of Rentable Area.

2.       26                     doors:  Doors are to be full height solid core with non-glare laminate-clad
         --                     exterior finish.  One (1) entry door included with additional corridor doors
                                as required by the Fire Code section of the applicable Building Code.
                                Interior doors equipped with passage sets.  Corridor doors furnished with
                                heavy duty lockset and closers.  Door stops provided for all doors.  One (1)
                                door per three hundred (300) square feet of Rentable Area.

3.       99                     light fixtures:  Light Fixtures are recessed 2' x 4' ceiling mounted
         --                     parabolic fluorescent fixtures.  One (1) fixture per eighty (80) square feet
                                of Rentable Area.

4.       66
         --                     electrical outlets:  Each convenience outlet to be wall-mounted at standard
                                height.  One (1) duplex outlet per one hundred twenty (120) square feet of
                                Rentable Area.

5.       38                     telephone outlets:  Provisions for installation of telephone outlets to be
         --                     wall-mounted at standard height.  One (1) outlet per two hundred ten (210)
                                square feet of Rentable Area.

6.       Ceiling                Acoustical tile ceiling hung throughout Premises.

7.       Carpet                 Building Standard carpet provided throughout office areas.

8.       Window Covering        Building Standard window coverings on all exterior window openings.

9.       Heating,               Furnish and install Landlord's Building Standard air-conditioning system
         Ventilating            throughout the leased premises and Air Conditioning.
         and Air
         Conditioning

10       Automatic Fire         Furnish and install Building Standard automatic fire sprinkler system
         Sprinkler System       through out the leased premises, not to exceed one sprinkler head per one
                                hundred forty-five (145) square feet of Rentable Area.
</TABLE>





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<TABLE>
  <S>                               <C>
                                    EXHIBIT D

                                    CLEANING AND JANITORIAL SERVICES

   NIGHTLY                          1.  Empty, clean and damp dust all waste receptacles, wash as necessary.
  CLEANING                          2.  Empty and clean all ash trays.
                                    3.  Vacuum all rugs and carpeted areas.
                                    4.  Dust furniture, files, fixtures, etc.
                                    5.  Damp wipe and polish all glass furniture tops.
                                    6.  Remove finger marks and smudges from vertical surfaces.
                                    7.  Clean all water coolers.
                                    8.  Sweep all private stairways nightly, vacuum if carpeted.
                                    9.  Damp mop spillage in office and public areas as required.
                                    10  .Damp dust all telephones as necessary.

  WASH ROOMS                        1.  Damp mop, rinse and dry floors nightly.
  (NIGHTLY)                         2.  Scrub floors as necessary.
                                    3.  Clean all mirrors, bright work and enameled surfaces nightly.
                                    4.  Wash and disinfect all fixtures.
                                    5.  Damp wipe and disinfect all partitions, tile walls, etc.
                                    6.  Empty and sanitize all receptacles.
                                    7.  Fill toilet tissue, soap, towel, and sanitary napkin dispensers.
                                    8.  Clean flushometers and other metal work.
                                    9.  Wash and polish all wall partitions, tile walls and enamel surfaces from
                                        trim to floor monthly.
                                    10. Vacuum all louvers, ventilating grilles and dust light fixtures monthly.

  FLOORS                            1.  Ceramic tile, marble and terrazzo floors to be swept and buffed nightly and washed
                                        or scrubbed as necessary.
                                    2.  Vinyl asbestos floors and bases to be swept nightly.
                                    3.  Tile floors to be waxed and buffed monthly.
                                    4.  All carpeted areas and rugs to be vacuum cleaned nightly.
                                    5.  Carpet shampooing will be performed at Tenant's request and billed to Tenant.

  GLASS                             1.  Clean all perimeter windows quarterly, inside and outside.
                                    2.  Clean glass entrance doors and adjacent glass panels nightly.
                                    3.  Clean partition glass and interior glass doors quarterly.

  HAND DUSTING                      1.  Dust and wipe clean all closet shelving when empty.

  (QUARTERLY)                       2.  Dust all picture frames, charts, graphs, etc.
                                    3.  Dust clean all vertical surfaces.
                                    4.  Damp dust all ceiling air conditioning diffusers.
                                    5.  Dust the exterior surfaces of lighting fixtures.

  DAY SERVICE                       1.  Check men's washrooms for toilet tissue replacement.
                                    2.  Check ladies' washrooms for toilet tissue and sanitary napkin replacements.
                                    3.  Supply toilet tissue, soap and towels in men's and ladies' washrooms.

Anything hereinabove to the contrary notwithstanding, it is understood that no services of the character provided for in this
Exhibit shall be per- formed on Saturdays, Sundays or Holidays defined in this Lease.
</TABLE>

<PAGE>   20
<TABLE>
         <S>                   <C>               <C>
                               EXHIBIT E

                               RULES AND REGULATIONS OF BUILDING

           RULES AND           1. Landlord will provide and maintain a directory for all tenants of the
         REGULATIONS              Building.  No signs, advertisements or notices visible to the general
                                  public shall be permitted within the Building unless first approved in
                                  writing by Landlord.

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


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

                               4. Plumbing fixtures and appliances shall be used only for the purposes for
                                  which designed, and no sweepings, rubbish, rags or other unsuitable
                                  material shall be thrown or placed therein.  Damage resulting to any such
                                  fixtures or appliances from misuse by a tenant shall be paid by tenant.

                               5. Landlord shall provide all locks for doors into each tenant's leased
                                  area, and no tenant shall place any additional lock or locks on any door
                                  in its leased area without Landlord's prior written consent.  Two keys
                                  for each lock on the doors in each tenant's leased area shall be finished
                                  by Landlord.  Additional keys shall be made available to tenants at
                                  tenant's cost.  Tenants shall not have any duplicate keys made except by
                                  Landlord.

                               6. Electric current shall not be used for cooking, or heating without
                                  Landlord's prior written permission.

                               7. All tenants will refer all contractors, contractors' representatives and
                                  installation technicians who are to perform any work within the Building
                                  to Landlord for Landlord's supervision, approval and control before the
                                  performance of any such work.  This provision shall apply to all work
                                  performed in the Building including, but not limited to installation of
                                  telephones, medical type equipment, telegraph equipment, electrical
                                  devices and attachments, and any and all installations of every nature
                                  affecting floors, walls, woodwork, trim, windows, ceilings, equipment and
                                  any other physical portion of the Building.

                               8. Movement in or out of the Building of furniture or office equipment, or
                                  dispatch or receipt by tenants of any heavy equipment, bulky material or
                                  merchandise shall be performed only in such manner, during such hours and
                                  using such elevators and passageways as the Building Manager may
                                  designate and approve in advance and, if reasonable, necessary or
                                  appropriate in view of all the circumstances, then only upon having been
                                  scheduled in advance with the Building Manager.

                               9. The location, weight and supporting devices for any medical type equipment,
                                  safes and other heavy equipment shall in all cases be approved by
                                  Landlord prior to initial installation or relocation.
</TABLE>

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<PAGE>   21

<TABLE>
                   <S>      <C>
                   10.      No portion of any tenant's leased area shall at any time be used for
                            cooking, sleeping or lodging quarters.  No birds, animals or pets of
                            any type, with the exception of guide dogs accompanying visually
                            handicapped persons, shall be brought into or kept in, on or about
                            Tenant's leased area.

                   11.      Tenants shall not make or permit any loud or improper noises in the
                            Building or otherwise interfere in any way with other tenants or
                            persons having business with them.

                   12.      Each tenant shall endeavor to keep its leased area neat and clean.
                            Nothing shall be swept or thrown into the corridors, halls, elevator
                            shafts or stairways, nor shall tenants place any trash receptacles
                            in these areas.

                   13.      Tenants shall not employ any person for the purpose of cleaning
                            other than the authorized cleaning and maintenance personnel for the
                            Building unless otherwise approved in writing by Landlord.

                   14.      To insure orderly operation of the Building, Landlord reserves the
                            right to approve all concessionaires, vending machine operators or
                            other distributors of cold drinks, coffee, food or other
                            concessions, water, towels or newspapers.

                   15.      Landlord shall not be responsible to the tenants, their agents,
                            patients, employees or invitees for any loss of money, jewelry or
                            other personal property from the leased premises or public areas or
                            for any damages to any property therein from any cause whatsoever
                            whether such loss or damage occurs when an area is locked against
                            entry or not.

                   16.      Tenants shall exercise reasonable precautions in protection of their
                            personal property from loss or damage by keeping doors to unattended
                            areas locked.  Tenants shall also report any thefts or losses to the
                            Building Manager and security personnel as soon as reasonably
                            possible after discovery and shall also notify the Building Manager
                            and security personnel of the presence of any persons whose conduct
                            is suspicious or causes a disturbance.

                   17.      Tenants, their employees, patients, guests and invitees may be
                            Called upon to show suitable identification and sign a building
                            register when entering or leaving the Building at times other than
                            normal Building operating hours, and all tenants shall cooperate
                            fully with Building personnel in complying with such requirements.

                   18.      Tenants shall not solicit from or circulate advertising material
                            among other tenants of the Building except through the regular use
                            of the U.S. Postal Service.  Tenants shall notify the Building
                            Manager or the Building personnel promptly if it comes to their
                            attention that any unauthorized persons are soliciting from or
                            causing annoyance to tenants, their employees, guests or invitees.
</TABLE>

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<PAGE>   22



<TABLE>
                   <S>      <C>
                   19.      Landlord reserves the right to deny entrance to the Building or
                            remove any person or persons from the Building in any case where the
                            conduct of such person or persons involves a hazard or nuisance to
                            any tenant of the Building or to the public or in the event or other
                            emergency, riot, civil commotion or similar disturbance involving
                            risk to the Building, tenants or the general public.

                   20.      Tenant shall not tamper with or attempt to adjust temperature
                            control thermostats in the Building.  Landlord shall adjust
                            thermostats as required to maintain the Building at standard
                            temperature.

                   21.      All requests for overtime air conditioning or heating must be
                            submitted in writing to the Building management office by 2:00 p.m.
                            on the day desired for weekday requests, by 2:00 p.m. Friday for
                            weekend requests, and by 2:00 p.m. on the preceding-business day for
                            holiday requests.

                   22.      No flammable or explosive fluids or materials shall be kept or used
                            within the Budding except in areas approved by Landlord, and Tenant
                            shall comply with all applicable building and fire codes relating
                            thereto.

                   23.      Landlord reserves the right to rescind any of these rules and
                            regulations and to make such other and further rules and regulations
                            as in its judgment shall from time to time be needful for the
                            safety, protection, care and cleanliness of the Building, the
                            operation thereof, the preservation of good order therein and the
                            protection and comfort of the tenants and their agents, employees
                            and invitees, which rules and regulations, when made and written
                            notice thereof is given to a tenant, shall be binding upon it in
                            like manner as if originally herein prescribed.
</TABLE>

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<PAGE>   23

                                  SERVICES PROVIDED BY LANDLORD


                                  Janitorial service five days per week,
                                  including vacuuming and spot cleaning of
                                  floors, dusting, trash collecting and general
                                  cleaning to maintain a first-class standard.

                                  All utilities, excluding that for computer
                                  equipment and other machines of high
                                  electrical consumption characteristics.

                                  Taxes and insurance.

                                  Light tube replacement and ballast
                                  replacement and fixture cleaning for Building
                                  Standard fixtures.

                                  All Building Standard air-conditioning and
                                   heating equipment maintenance.

                                  All Building Standard electrical, mechanical
                                  or plumbing maintenance.

                                  Rest room supplies including paper towels and
                                  soap.

                                  Window cleaning.

                                  Landscape and parking area cleaning and
                                  maintenance.

                                  On-site maintenance man.





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<PAGE>   24

                                  RENTABLE AREA


                                  The Rentable Area for a full floor of the
                                  Building shall be the area bounded by the
                                  exterior Budding walls (measured to the
                                  interior surface of the glass windows on such
                                  floors that do not have balconies, and on
                                  such floors that have balconies, to the
                                  interior surface of the balcony wall)
                                  including the area used for elevator lobbies,
                                  corridors, special stairways, rest rooms,
                                  atriums, mechanical rooms, telephone closets,
                                  and the structural columns of the Building
                                  and all vertical penetrations for the special
                                  use of Tenant but excluding the area used for
                                  Building stairs, vertical ducts, elevator
                                  shafts, flues, vents, stacks and pipe shafts
                                  and with respect to the second floor of the
                                  Building, one-half (1 1/2) of the Bank Atrium
                                  footage (deemed to be 2,200 square feet).
                                  The Rentable Area for the Premises shall be
                                  the total Rentable Area calculated for the
                                  floor or floors to be occupied by Tenant or
                                  where only a portion of a floor is to be
                                  occupied, the Rentable Area. for the Premises
                                  shall be the area calculated within the
                                  boundaries defined by any exterior Building
                                  walls bounding the Premises (measured to the
                                  interior surface of the glass windows or the
                                  interior surface of the balcony wall, as the
                                  case may be), the center line of any common
                                  walls separating the Premises from area
                                  leased or to be leased to other tenants and
                                  the exterior of any walls separating the
                                  Premises from any public corridors or other
                                  public or common areas on such floors plus a
                                  pro rata portion of the area used for
                                  elevator lobbies, corridors, rest rooms,
                                  atriums, mechanical rooms and telephone
                                  closets.





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<PAGE>   25

                                  WORK LETTER AGREEMENT



                                  MEDICAL SOLUTIONS, INC.
                                  10039 BISSONNET, SUITE 230
                                  HOUSTON, TEXAS 77036-7838

                                  Re:      Lease Agreement ("Lease") dated
                                  August ___, 1992, relating to 7,929 square
                                  feet of Rentable Area on the eighth floor of
                                  the SUGAR CREEK NATIONAL BANK BUILDING.**

                                  Gentlemen:

                                     You (hereinafter referred to as the
                                  "Tenant") and the undersigned (hereinafter
                                  referred to as the "Landlord") are executing,
                                  simultaneously with this letter agreement, a
                                  written lease covering the space referred to
                                  above, as more particularly described in said
                                  Lease (therein and hereinafter called the
                                  "Premises").

                                     To induce Landlord and Tenant to enter
                                  into said Lease (which is hereby incorporated
                                  by reference to the extent that the
                                  provisions of this letter agreement may apply
                                  thereto) and in consideration of the mutual
                                  covenants hereinafter contained, Landlord and
                                  Tenant mutually agree as follows:

                                  1.  Landlord agrees to provide, by Landlord's
                                      designated Architect and/or Engineer, and
                                      at Landlord's sole cost and expense, the
                                      following Building Standard architectural
                                      and mechanical drawings and
                                      specifications (hereinafter referred to
                                      as the "Initial Plans"), to be drawn for
                                      the Premises on Tenant's behalf:

                                      (a)  Completed, finished and detailed
                                           architectural drawings for Tenant's
                                           partition layout, reflected ceiling,
                                           telephone and electrical outlets,
                                           and for the work to be done by
                                           Landlord under Paragraph 2 hereof,

                                      (b)  Completed Building Standard plans
                                           where necessary for installation of
                                           air- conditioning, outlets and
                                           registers, heating and electrical
                                           facilities for the work to be done
                                           by Landlord under Paragraph 2
                                           hereof.

                                      Any redrawing occasioned by Tenant after
                                      his prior approval of the Initial Plans
                                      and any changes in the Initial Plans
                                      requested thereafter shall be at Tenant's
                                      sole cost and expense.  M such plans are
                                      expressly subject to Landlord's prior
                                      written approval, which Landlord
                                      covenants it will not unreasonably
                                      withhold or delay.

                                      Tenant covenants and agrees to furnish to
                                      Landlord all information necessary for
                                      the preparation of the Initial Plans on
                                      or before July 30, 1992, who will, within
                                      thirty (30) days therefrom, complete said
                                      plans and submit to Tenant for approval
                                      or disapproval.  Tenant will inform


-------------------
*Landlord agrees to provide turnkey construction and or modification of Suite
850 per plan prepared by Charles morgan, dated June 19, 1992, as initialed and
approved by Tenant and Landlord.


                                                                       INITIAL
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<PAGE>   26

                                      Landlord of this approval or any
                                      corrections of said plans within ten (10)
                                      days after receipt thereof by Tenant.
                                      Landlord, at its sole cost and expense,
                                      will cause said plans to be filed with
                                      the appropriate government agencies in
                                      such form (building notice, alteration or
                                      other form) as may be required.  If
                                      Tenant shall desire any additional or
                                      non-standard work, over and above that
                                      specified below in Paragraph 2, to be
                                      perform d in the Premises by Landlord or
                                      by Tenant, Tenant shall cause similar
                                      plans and specifications for such work to
                                      be drawn at Tenant's sole expense, either
                                      by arranging therefor with Landlord's
                                      Architect and/or Engineer, or by
                                      consultants of its own selection.  All
                                      such plans and specifications for
                                      additional or nonstandard work shall be
                                      submitted to Landlord with Tenant's
                                      approved and/or corrected Initial Plans
                                      (hereinafter referred to as the "Final
                                      Plan") for Landlord's review and
                                      approval.  Landlord reserves the right to
                                      give directives to Tenant's Architect or
                                      Engineer, at Tenant's expense, for the
                                      purpose of insuring that such additional
                                      or non-standard work conforms to the
                                      Building Standards.  Landlord covenants
                                      it will not unreasonably withhold or
                                      delay such review.

                                  2.  Landlord agrees to perform, at its sole
                                      cost and expense, the following work in
                                      the Premises, said work to be commenced
                                      after Tenant has approved the Initial
                                      Plans:

                                      (a)  PARTITIONING
                                           Furnish and install Landlord's
                                           Building Standard partitioning in
                                           place in a ratio of one (1) linear
                                           foot per each twelve (12) square
                                           feet of Rentable Area.

                                      (b)  PAINTING
                                           Paint the non-glazed portion of the
                                           exterior walls and all Building
                                           Standard demising and interior
                                           partitions in Landlord's Building
                                           Standard grade of enamel latex paint
                                           with one (1) primer and one (1)
                                           finish coat.

                                      (c)  DOORS, FRAMES AND HARDWARE
                                           Furnish and install Landlord's
                                           Building Standard full-height solid
                                           core doors and door frames in a
                                           ratio of one (1) door per each three
                                           hundred (300) square feet of
                                           Rentable Area, including corridor
                                           doors required by the applicable
                                           Building or Fire Codes.  Interior
                                           doors to have Building Standard
                                           passage set hardware and corridor
                                           doors to have Building Standard lock
                                           sets.

                                      (d)  ELECTRICAL OUTLETS
                                           Furnish and install Landlord's
                                           Building Standard wall-mounted
                                           duplex 110 volt receptacles in the
                                           ratio of one (1) per each one
                                           hundred twenty (120) square feet of
                                           Rentable Area.

                                      (e)  TELEPHONE OUTLETS
                                           Provide for the installation of
                                           building Standard wall-mounted
                                           telephone outlets in the ratio of
                                           one (1) per each two hundred ten
                                           (210) square feet of Rentable Area.





                                                                       INITIAL
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<PAGE>   27

                            (f)  LIGHT FIXTURES
                                 Furnish and install Landlord's Building
                                 Standard 2' x 4' recessed parabolic
                                 fluorescent fixtures in the ratio of
                                 one (1) per each eighty (80) square
                                 feet of Rentable Area.

                            (g)  LIGHT SWITCHES
                                 Furnish and install Landlord's Building
                                 Standard wall switches in the ratio
                                 of one (1) switch per each corridor
                                 door.

                            (h)  AUTOMATIC FIRE SPRINKLER SYSTEM
                                 Furnish and install Building Standard
                                 automatic fire sprinkler system
                                 throughout the leased premises, not
                                 to exceed one (1) sprinkler head per
                                 one hundred forty-five (145) square
                                 feet of Rentable Area.

                            (i)  CEILING
                                 Furnish and install Landlord's Building
                                 Standard acoustical hung ceiling
                                 throughout.

                            (j)  CARPET AND COVE BASE
                                 Furnish and install Landlord's Building
                                 Standard carpeting throughout office
                                 areas.

                            (k)  WINDOW COVERING
                                 Furnish and install Landlord's Building
                                 Standard window coverings on all
                                 exterior windows.

                            (1)  HEATING, VENTILATING AND AIR
                                 CONDITIONING
                                 Furnish and install Landlord's Building
                                 Standard air-conditioning system
                                 throughout the leased Premises.

                            (m)  GRAPHICS
                                 Furnish and install Landlord's Building
                                 Standard entry door graphics and
                                 directory board strips.

                        3.  If Landlord agrees to perform at Tenant's
                            request, and upon submission by Tenant of
                            necessary plans and specifications, any
                            additional or non-standard work over and
                            above that specified in Paragraph 2
                            hereof and associated architectural and
                            engineering fees, if any, such work shall
                            be performed by Landlord, at Tenant's
                            sole expense, as a Tenant extra.  Prior
                            to commencing any such work requested by
                            Tenant, Landlord will submit to Tenant
                            written estimates of the cost of any such
                            work as indicated on the Final Plan.  If
                            Tenant shall fail to approve or
                            disapprove any such estimate within one
                            (1) week from the date of submission
                            thereof by Landlord, then Landlord shall
                            be authorized to proceed thereon.  Tenant
                            agrees to pay Landlord, promptly upon
                            being billed therefor, the cost of all
                            such work, together with twenty percent
                            (20%) of the cost for Landlord's
                            overhead; Tenant agrees that in the event
                            of default of payment thereof, Landlord
                            shall (in addition to all other remedies)
                            have the same rights as in the event of
                            default of payment of rent under said
                            Lease.

                        4.  It is agreed that, notwithstanding the
                            date provided in said Lease for the
                            commencement thereof, Tenant's obligation
                            for the payment of rental thereunder
                            shall not commence until Landlord has
                            substantially completed




                                                             INITIAL
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<PAGE>   28

                                      all work to be performed by Landlord as
                                      hereinabove set forth in Paragraph 2;
                                      provided, however, that if Landlord shall
                                      be delayed in substantially completing
                                      said work as a result of:

                                      (a)  Tenant's failure to timely furnish
                                           Landlord with the information
                                           required to prepare the Initial
                                           Plans, or the failure of Tenant to
                                           timely approve the Initial Plans, or
                                           Final Plans; or

                                      (b)  Tenant's request for materials,
                                           finishes or installations other than
                                           Landlord's Building Standard; or

                                      (c)  Tenant's changes in the Initial
                                           Plans, or Final Plans; or

                                      (d)  The performance and/or completion of
                                           said work by a person, firm or
                                           corporation employed by Tenant; then
                                           the commencement of the term of said
                                           Lease and the payment of rent
                                           thereunder shall be accelerated by
                                           the number of days of such delay.

                                      In addition, if Tenant fails to supply to
                                      Landlord any of the above specified
                                      information within twenty (20) days after
                                      the dates so specified, Landlord may, at
                                      its option, declare a default under said
                                      Lease and exercise any of Landlord's
                                      remedies for default thereunder,
                                      including terminating said Lease.  If
                                      Landlord so terminates said Lease, Tenant
                                      shall pay Landlord for all expenses
                                      incurred by Landlord in preparing the
                                      Initial Plans, and/or Final Plan, or in
                                      preparing the premises for occupancy by
                                      Tenant.

                                  5.  Landlord will permit Tenant and its
                                      agents reasonable access to the Premises
                                      during normal working hours prior to the
                                      date specified for the commencement of
                                      Tenant's occupancy under said Lease, in
                                      order that Tenant may perform through its
                                      own contractors such work and decorations
                                      as Tenant may desire at the time that
                                      Landlord's contractors are working in the
                                      Premises.  The foregoing license to enter
                                      prior to the commencement of the Lease
                                      term, however, is conditioned upon
                                      Tenant's workmen and mechanics working in
                                      harmony and not interfering with the
                                      labor employed by Landlord, Landlord's
                                      mechanics or contractors or by any ocher
                                      Tenant or their contractor.  Such license
                                      is further conditioned upon Workmen's
                                      Compensation and public liability
                                      insurance and property damage insurance,
                                      all in amounts and with companies and on
                                      forms satisfactory to Landlord, being
                                      provided and at all times maintained by
                                      Tenant's contractors, engaged in the
                                      performance of the work, and certificates
                                      of such insurance being furnished to
                                      Landlord prior to proceeding with the
                                      work.  If at any time such entry shall
                                      cause disharmony or interference with
                                      Landlord's mechanics or contractors, this
                                      license may be withdrawn by Landlord upon
                                      forty-eight (48) hours written notice to
                                      Tenant.  Such entry shall be deemed to be
                                      subject to all of the terms, covenants,
                                      provisions and conditions of said Lease
                                      except as to the covenant to pay Rent.
                                      Landlord shall not be liable in any way
                                      for any injury, loss or damage which may
                                      occur to Tenant, its employees,
                                      contractors, agents, workmen and
                                      mechanics, or any one-or more of them, or
                                      to any of Tenant's decorations or
                                      installations so made prior to
                                      commencement of the term of the Lease,
                                      the same being solely at Tenant's risk
                                      and Tenant hereby agrees to indemnify and
                                      hold Landlord harmless from any and all
                                      claims therefor or arising therefrom.





                                                                       INITIAL
                                                                       -------
                                                                       -------
                                                                       -------
<PAGE>   29



                                  6.  Landlord shall cause the repair or
                                      replacement of any defects in material or
                                      workmanship in the Landlord Improvements
                                      and Tenant Improvements, if any,
                                      installed by Landlord if Landlord
                                      receives written notification of such
                                      defect from Tenant within the period of
                                      one (1) year after the date of
                                      substantial completion of the Building.
                                      Tenant's sole and exclusive remedy
                                      against Landlord shall be for the repair
                                      and replacement of defects of material
                                      and workmanship as provided herein, and
                                      Landlord shall not be responsible for any
                                      defect of any nature in the Landlord or
                                      Tenant Improvements installed by Landlord
                                      of which Landlord is not so notified
                                      within such one (1) year period.
                                      LANDLORD MAKES NO WARRANTIES, EXPRESS OR
                                      IMPLIED, INCLUDING BUT NOT LIMITED TO
                                      IMPLIED WARRANTIES OF MERCHANTABILITY AND
                                      FITNESS FOR A PARTICULAR PURPOSE, IN
                                      CONNECTION WITH LANDLORD IMPROVEMENTS OR
                                      TENANT IMPROVEMENTS EXCEPT THE WARRANTIES
                                      EXPRESSLY SET FORTH IN TIES SECTION 6.
                                      TENANT'S SOLE REMEDY FOR THE BREACH OF
                                      ANY APPLICABLE WARRANTY SHALL BE THE
                                      REMEDY SET FORTH IN THIS SECTION 6.
                                      Tenant agrees that no other remedy,
                                      including without limitation incidental
                                      or consequential damages for lost
                                      profits, injury to person or property, or
                                      any other incidental or consequent loss
                                      shall be available to Tenant.

                                        If the foregoing correctly sets forth
                                        our understanding, kindly acknowledge
                                        your approval in the space provided
                                        below for that purpose.

                                        Yours very truly,
                                        SUGAR LAND PLAZA
                                        BUILDING CORPORATION

                                        By:      /S/
                                           -----------------------------------
                                                     "LANDLORD"



                                           AGREED to and ACCEPTED

                                        this 7th day of August, 1992.


                                        By:      /S/
                                           -----------------------------------
                                                         "TENANT"


                                        MEDICAL SOLUTIONS, INC.


                                        By:  Richard M. Dortch, President
                                             (Name and Title of person
                                             executing for Tenant)



                                                                       INITIAL
                                                                       -------
                                                                       -------
                                                                       -------

<PAGE>   30

    Diagram of "Sugar Creek National Bank Bldg" floor plan by Medical Solutions,
    Inc.

                                                                            P-64





                                                                       INITIAL
                                                                       -------
                                                                       -------
                                                                       -------
<PAGE>   31

                              EXHIBIT A

                              DESCRIPTION OF THE LAND


                              All that certain tract of land being 4.4677 acres,
                              in that certain 110.95 acres tract described in
                              deed to Jake Kamin, et al., dated the 18th day of
                              January, 1971, and recorded in Volume 539 at Page
                              488, et seq. (Clerk's File Code 190280) of the
                              Deed Records of Fort Bend County, Texas, being
                              also in that certain 21 acres tract described in
                              deed to Sugar Creek Corporation dated the 31st day
                              of August, 1976, and recorded in Volume 698 at
                              Page 385, et seq. (Clerk's File Code 299678), Deed
                              Records Fort Bend County, Texas, all of said
                              4.4677 acres tract being in the Brown and Belknap
                              Survey, Abstract 15, Fort Bend County, Texas,
                              being more particularly described as follows: (all
                              bearings are referenced to the Texas State
                              Coordinate System, South Central Zone and a grid
                              bearing of South 44 degrees 25'33" East from
                              National Geodetic Survey Triangulation Station
                              Stafford to Stafford Water Tank, all distances are
                              horizontal surface distances);

                              COMMENCING at the intersection of centerline of
                              Sugar Creek Boulevard, (a 150 feet wide connecting
                              road between the Southwest Freeway and U.S. 90-A),
                              and the Northwest right-of- way line of the
                              Southwest Freeway, both roads being described as
                              Parcel 128 in that certain deed to the State of
                              Texas dated the 27th day of December, 1967, and
                              recorded in Volume 497 at Page 26, et seq.,
                              (Clerk's File Code 167860 of the Deed Records of
                              Fort Bend County, Texas, FBCDR), said commencing
                              point being in a curve concave Southeast to which
                              a radial line to said point bears North 41 degrees
                              '31'35" West, 3,613.89 feet;

                              THENCE Southwesterly 115.92 feet, more or less,
                              along said curve through a central angle of 01
                              degrees 50'16" to a  3/4 inch iron rod set at a
                              concrete monument found being the PLACE OF
                              BEGINNING of this description, a radial line to
                              said 3/4 inch iron rod bears North 43 degrees
                              21'51" West, 3,613.89 feet.

                              THENCE Southwesterly 264.52 feet coincident with
                              Northwest right-of-way line of Southwest Freeway,
                              along said curve through a central angle of 04
                              degrees 11'38" to a 5/8 inch iron rod found for
                              corner;

                              THENCE South 85 degrees 35'10" West, 29.14 feet to
                              a 5/8 inch iron rod found for corner, said corner
                              being a point in a curve concave Southwest, a
                              radial line to said corner bears North 40 degrees
                              13'00" East, 1,555.00 feet;

                              THENCE Northwesterly, 268.99 feet along said
                              curve through a central angle of 09 degrees 54'40"
                              to a 3/4 inch iron rod set for corner, said corner
                              being a point in a curve concave West, a radial
                              line to said corner bears South 80 degrees 59'34"
                              East, 1,271.99 feet;

                              THENCE Northerly, 109.50 feet along said 1,271.99
                              foot curve through a central angle of 4 degrees
                              55'57" to a  3/4 inch iron rod set for corner;

                              THENCE North 42 degrees 26'06" East, 103.21 feet
                              to an "X" set in concrete for corner;

                              THENCE North 17 degrees 33'54" West, 136.00 feet
                              to an "X" set in concrete for corner;





                                                                       INITIAL
                                                                       -------
                                                                       -------
                                                                       -------
<PAGE>   32

                      SUGAR CREEK NATIONAL BANK BUILDING

                      LETTER AGREEMENT FOR LEASE PARKING

                            MEDICAL SOLUTIONS, INC.


THIS AGREEMENT is made and entered into effective as of October 1, 1992, by and
between MEDICAL SOLUTIONS, INC. (the "Tenant") and SUGAR LAND PLAZA BUILDING
CORPORATION (the "Landlord"), a Texas corporation.

Landlord agrees to initially furnish Tenant with Sixteen (16) parking spaces at
no charge, except State Sales Tax of $40.60 per month on implied value of
parking ($560.00) per month, for a period of time concurrent with the term of
the above-captioned Lease Agreement effective date October 1, 1992.  The spaces
will be as follows:

         ________ Reserved covered parking space(s) at the prevailing rate,
         which is $70.00 per space per month, plus State Sales Tax.

           16     Covered parking space(s) at the prevailing rate, which is
         $35.00 per space per month, plus State Sales Tax.

         ________ Uncovered parking space(s) at the prevailing rate, which is
         currently $20.00 per space per month, plus State Sales Tax.

Landlord and Tenant agree to execute additional Agreements, from time to time,
during the term of this Lease Agreement, if additional parking spaces are
needed.


SUGAR LAND PLAZA BUILDING                        MEDICAL SOLUTIONS, INC.
     CORPORATION

By:               /S/                            By:                /S/
   -----------------------------------               ------------------------
   Don L. Russell, President                         Rick Dortch





ONE SUGAR CREEK CENTER BOULEVARD, SUITE 820  SUGAR LAND, TX  77478  713/242-3700
<PAGE>   33

                       SUGAR CREEK NATIONAL BANK BUILDING

                             FIRST AMENDMENT TO THE
                       LETTER AGREEMENT FOR LEASE PARKING

                            MEDICAL SOLUTIONS, INC.


THIS AGREEMENT is made and entered into effective as of February 4, 1993, by
and between MEDICAL SOLUTIONS, INC. (the "Tenant") and SUGAR LAND PLAZA
BUILDING CORPORATION (the "Landlord"), a Texas corporation.

Landlord agrees to furnish Tenant with one (1) additional covered parking
space, at the rate indicated below, for a period of time concurrent with the
term of the above captioned Lease Agreement effective date August 7, 1992.  The
space will be as follows:

         ________ Reserved covered parking space(s) at the prevailing rate,
         which is $70.00 per space per month, plus State Sales Tax.

             1    Covered parking space(s) at the prevailing rate, which is
         $35.00 per space per month, plus State Sales Tax.

         ________ Uncovered parking space(s) at the prevailing rate, which is
         currently $20.00 per space per month, plus State Sales Tax.

Landlord and Tenant agree to execute additional Agreements, from time to time,
during the term of this Lease Agreement, if additional parking spaces are
needed.



SUGAR LAND PLAZA BUILDING                            MEDICAL SOLUTIONS, INC.
     CORPORATION

By:               /S/                                By:                /S/
   -----------------------------------                   ----------------------
   Don L. Russell, President                             Rick Dortch





ONE SUGAR CREEK CENTER BOULEVARD, SUITE 820  SUGAR LAND, TX  77478  713/242-3700
<PAGE>   34


                       SUGAR CREEK NATIONAL BANK BUILDING

                            SECOND AMENDMENT TO THE
                       LETTER AGREEMENT FOR LEASE PARKING

                            MEDICAL SOLUTIONS, INC.


THIS AGREEMENT is made and entered -into effective as of February 15, 1993, by
and between MEDICAL SOLUTIONS, INC. (the "Tenant") and SUGAR LAND PLAZA
BUILDING CORPORATION (the "Landlord"), a Texas corporation.

Landlord agrees to furnish Tenant with one (1) additional covered parking
space, at the rate indicated below, for a period of time concurrent with the
term of the above captioned Lease Agreement effective date August 7, 1992.  The
space will be as follows:

         ________ Reserved covered parking space(s) at the prevailing rate,
         which is $70.00 per space per month, plus State Sales Tax.

             1    Covered parking space(s) at the prevailing rate, which is
         $35.00 per space per month, plus State Sales Tax.

         ________ Uncovered parking space(s) at the prevailing rate, which is
         currently $20.00 per space per month, plus State Sales Tax.

Landlord and Tenant agree to execute additional Agreements, from time to time,
during the term of this Lease Agreement, if additional parking spaces are
needed.


SUGAR LAND PLAZA BUILDING                            MEDICAL SOLUTIONS, INC.
     CORPORATION

By:              /S/                                 By:         /S/
   -----------------------------------                    --------------------
   Don L. Russell, President                              Rick Dortch



ONE SUGAR CREEK CENTER BOULEVARD, SUITE 820  SUGAR LAND, TX  77478  713/242-3700
<PAGE>   35

                       SUGAR CREEK NATIONAL BANK BUILDING

                             THIRD AMENDMENT TO THE
                       LETTER AGREEMENT FOR LEASE PARKING

                            MEDICAL SOLUTIONS, INC.




THIS AGREEMENT is made and entered into effective as of May 3, 1993, by and
between MEDICAL SOLUTIONS, INC. (tire "Tenant") and SUGAR LAND PLAZA BUILDING
CORPORATION (the "Landlord"), a Texas corporation.

Landlord agrees to furnish Tenant with two (2) additional covered parking space
(s) , at the rate indicated below, f or a period of time concurrent with the
term of the above captioned Lease Agreement effective date August 7, 1992.  The
space(s) will be as follows:

         ________ Reserved covered parking space(s) at the prevailing rate,
         which is $70.00 per space per month, plus State Sales Tax.

             2    Covered parking space(s) at the prevailing rate, which is
         $35.00 per space per month, plus State Sales Tax.

         ________ Uncovered parking space(s) at the prevailing rate, which is
         currently $20.00 per space per month, plus State Sales Tax.

Landlord and Tenant agree to execute additional Agreements, from time to time,
during the term of this Lease Agreement, if additional parking spaces are
needed.


SUGAR LAND PLAZA BUILDING                             MEDICAL SOLUTIONS, INC.
     CORPORATION

By:               /S/                                 By:          /S/
   -----------------------------------                     --------------------
   Don L. Russell, President                               Rick Dortch




ONE SUGAR CREEK CENTER BOULEVARD, SUITE 820  SUGAR LAND, TX  77478  713/242-3700
<PAGE>   36

                       FIRST AMENDMENT TO LEASE AGREEMENT


         THIS FIRST AMENDMENT TO LEASE AGREEMENT (this "Amendment") is executed
as of September 29, 1995, by and between BROOKDALE INVESTORS, L.P., a Delaware
limited partnership (the "Landlord"), and DEZINE HEALTHCARE SOLUTIONS, INC., a
South Carolina corporation (the "Tenant").

                                    RECITALS

         WHEREAS, Medical Solutions, Inc. (the "Prior Tenant") and Sugar Land
Plaza Building Corporation (the "Prior Landlord") entered into that certain
Lease Agreement dated as of August 7, 1992, and that certain Letter Agreement
for Lease Parking dated as of October 1, 1992, as amended by First Amendment to
Letter Agreement for Lease Parking, Second Amendment to the Letter Agreement
for Lease Parking and the Third Amendment to Letter Agreement for Lease Parking
dated as of February 4, 1993, February 15, 1993 and May 3, 1993, respectively,
and the Work Letter Agreement dated as of August 7, 1992 (the Lease Agreement,
the Letter Agreement for Parking as so amended, and the Work Letter Agreement
are collectively referred to herein as "Lease");

         WHEREAS, Landlord has succeeded to the Prior Landlord's rights, title
and interest as the "Landlord" under the Lease and Tenant has succeeded to the
Prior Tenant's right, title and interest as the "Tenant" under the Lease;

         WHEREAS, Landlord and Tenant desire to amend the Lease as herein
provided;

                                  WITNESSETH:

         NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, Landlord and Tenant hereby agree
to amend the Lease as follows:

         1.      Defined Terms.  All terms used in this Amendment, but not
defined herein, shall have the meaning given such terms in the Lease.  From and
after October 1, 1995 (the "Effective Date"), the term "Base Operating
Expenses" means Operating Expenses for calendar year 1995 (the "Base Year").
From and after the Effective Date, the term "Operating Period" means each
twelve (12) calendar month period beginning on January I and ending on December
31 of such year occurring during the Term, beginning with calendar year 1996,
which will be the first Operating Period.  From and after the Effective Date,
the term "Tenant's Pro Rata Share" means the percentage calculated by dividing
the Rentable Area of the Premises (numerator) by the Rentable Area of the
Building (denominator), and expressing the fraction as a percentage.  The
Rentable Area of the Building is hereby modified and restated as approximately
197,048 square feet.

         2.      Term; Renewal Option.  Subject to and upon the conditions set
forth in the Lease, as amended by this Amendment, the Term shall be extended
from the Effective Date to end on September 30, 2000.  Tenant shall not have
the Renewal Option for three (3) years as set
<PAGE>   37

forth in the Lease, which is hereby deleted in its entirety.  However. as long
as Tenant is not in default under the Lease, Tenant is granted the option to
renew the Term as to the entire Premises for one successive period (the
"Renewal Term") of sixty (60) months to commence as of October 1, 2000.  Tenant
shall exercise its option to renew by delivering written notice thereof to
Landlord on or before March 31, 2000.  Tenant's failure to exercise timely the
renewal option for any reason whatsoever shall conclusively be deemed a waiver
of such renewal option.  Any such renewal of the Lease shall be upon the same
terms and conditions of the Lease, except (a) the Rent during the Renewal Term
shall be based on the Fair Market Rental Rate (as hereinafter defined) for the
Premises as of the commencement of the Renewal Term, (b) Tenant shall have no
option to renew this Lease beyond the expiration of the Renewal Term, and (c)
the leasehold improvements in the Premises will be provided to Tenant in their
then existing "AS-IS, WHERE-IS" and "WITH ALL FAULTS" condition at the time the
Renewal Term commences, excepting only latent defects.  In addition, Tenant's
renewal option set forth in this paragraph shall be subject and subordinate to
the preexisting renewal, expansion, right of refusal and similar options with
respect to the Premises held by Comerica Bank.

As used herein, the term "Fair Market Rental Rate" shall mean the annual rental
rates then being charged for comparable space within comparable buildings
located in the far southwest Houston/Sugar Land area, taking into consideration
use, location and/or floor level; size of the space in question; whether the
rate is "gross" or net" of operating expenses; leasehold improvements (existing
or to be provided) and/or allowances therefor provided; quality, age and
location of the space and building; any other rental concessions such as
abatements or lease assumptions; the time the particular rate under
consideration became effective; and the time the rate to be determined will
become effective.  It is agreed that bona fide written offers to lease the
relevant space made to Landlord by third parties (at arm's-length) may be used
by Landlord as an indication of Fair Market Rental Rate.

3.      Rent.  From and after the Effective Date, Tenant shall pay the Rent
based upon the following chart:

<TABLE>
<CAPTION>
                                          Rent Per Square           Monthly                Annual
Time Period                               Foot Per Annum          Rent Payment           Rent Payment
-----------                               --------------          ------------           ------------
<S>                                       <C>                     <C>                    <C>
October 1, 1995 - September 30, 2000      $14.25                  $9,415.69              $112,988.25
</TABLE>

The Rent shall be made in equal monthly installments on the first day of each
month as provided in the Lease.

         4.      Additional Rent.  If the Operating Expenses for any Operating
Period exceed the Base Operating Expenses (any such excess being known
collectively as the "Expense Increase"), then Tenant agrees to pay Landlord as
additional rent (the "Additional Rent") Tenant's Pro Rata Share of the Expense
Increase, provided, however, that for Operating Expenses other than for Taxes,
insurance. utilities and the minimum wage component of janitorial expenses,
Tenant shall not be obligated to pay for the portion of an Expense Increase
which in the aggregate with any previous Expense Increase exceeds a seven (7%)
percent per annum cumulative increase over the Base Year.  For purposes of
calculating the Operating Expenses hereunder, the Operating Expenses and the
Base Operating Expenses shall be grossed





                                      -2-
<PAGE>   38

up to a ninety-five (95%) percent occupancy level as the Operating Expenses are
grossed up to a ninety-five (95%) percent occupancy level in Section 8 of the
Lease.

         5.      Operating Expenses.  In addition to the exclusions listed in
Paragraph 8 of the Lease, the term "Operating Expenses" shall not include the
following: (vii) expenses incurred in leasing to or procuring of tenants;
(viii) advertising expenses; (ix) expenses for the renovation of space for new
tenants; (x) interest or principal payment on any mortgage or other
indebtedness of Landlord; (xi) compensation paid to any employee of Landlord
above the grade of senior property or project manager and any depreciation
allowance or expenses; and (xii) repairs, restoration, or other work occasioned
by fire, wind, the elements, or other casualty to the extent of any amounts
recovered under any insurance policy maintained by Landlord with respect
thereto.

         6.      Leasehold Improvements.  Tenant acknowledges and agrees that
Landlord has performed all leasehold improvement work that Landlord previously
agreed to perform under the Lease.  Tenant acknowledges and agrees that Tenant
has accepted the Premises and the Building in their "AS IS, WHERE IS," and
"WITH ALL FAULTS" condition, excepting only latent defects.  From and after the
Effective Date, Landlord will provide a renovation allowance (the "First
Allowance") for Tenant equal to $2.00 per square foot of Rentable Area in the
Premises (estimated to equal $15,858), which shall be used by Tenant for
renovations to the Premises.  Additionally, in the event Tenant does not
exercise the Termination Option (as defined below), Landlord shall provide to
Tenant at Tenant's request at any time after the Termination Date (as
hereinafter defined) a renovation allowance (the "Second Allowance") for Tenant
equal to $1.00 per square foot of Rentable Area in the Premises (estimated to
equal $7,929), which allowance shall be used by Tenant for renovations to the
Premises.  Tenant can only receive the First Allowance prior to December 3 1,
1995; however, any unused portion of the First Allowance can be at Tenant's
request deferred and added to the Second Allowance.  Tenant shall not be
entitled to use any portion of the Second Allowance or any remaining portion of
the First Allowance after December 31, 1998.  Subject to the time limitations
listed in this Section, Landlord will pay such sums to Tenant for renovations
performed to the Premises within twenty (20) days of written request therefor
provided by Tenant, together with the invoices for the renovation work
performed.

         7.      Termination Option.  Tenant is hereby granted the option (the
"Termination Option") to terminate this Lease effective as of September 30,
1998 (the "Termination Date"), by delivering written notice exercising such
option to Landlord on or before March 31, 1998 (the "Termination Notice Date"),
and by paying to Landlord, on or before the Termination Notice Date, a
termination payment (the "Termination Payment") equal to $5.86 per square foot
of Rentable Area in the Premises (estimated to equal $46,464).  In the event
Tenant exercises the Termination Option and makes the Termination Payment to
Landlord as provided above, this Lease shall each terminate as of the
Termination Date and no further obligations shall thereafter accrue to the
benefit of either party under this Lease, except as expressly provided to the
contrary under the Lease.  Notwithstanding anything to the contrary set forth
in this Section, Tenant shall not be permitted to exercise the Termination
Option if, at the time of such exercise, there exists and is continuing a
default by Tenant under the Lease.





                                      -3-
<PAGE>   39

         8.      Right of Refusal.  The right of refusal granted to Tenant in
Paragraph 3 of the Lease is hereby deleted in its entirety.  In lieu thereof,
Landlord hereby grants to Tenant a right of refusal to include under this Lease
all or any portion of the space adjoining the Leased Premises on the 8th Floor
of the Building and known as Suite 815 (the "ROR Space") upon the terms and
conditions set forth in this Section.  Tenant's right of refusal shall be
continuous and shall be superior to the renewal option of the current tenants
of the ROR Space, Reed and Terry, but shall be subject and subordinate to the
renewal options, expansion options, rights of refusal or similar rights now
held by Comerica Bank (the "Superior Tenant").

         Whenever Landlord shall notify any Superior Tenant that any portion of
the ROR Space is available for lease by it under such Superior Tenant's option
or rights, Landlord shall send a copy of said notice to Tenant and from and
after the date any such tenants involved give written notice to Landlord that
they elect not to lease any relevant space out of the ROR Space, or if no such
rights then exist in favor of any Superior Tenant, then from and after the date
on which the tenant occupying all or any portions of any ROR Space gives
written notice to Landlord that it is vacating said floor or portion or fails
to exercise any right of renewal, and if this Lease is then in full force and
effect and Tenant is not then in default of any of its covenants contained in
this Lease, Landlord shall offer to Tenant in writing (the "ROR Notice") the
right to include said space under this Lease upon the same terms and conditions
set forth herein, except that: (a) the Base Rental for any such space shall be
the Fair Market Rental Rate at the time said portion is to be made a part of
the Premises; (b) Tenant may not assign this right of refusal except to a
permitted assignee of all of Tenant's rights under this Lease; (c) the
leasehold improvements will be provided in their then existing "as is"
condition at the time said space is made available to Tenant; (d) any leasehold
improvement allowance agreed to by Tenant and Landlord as part of the Fair
Market Rental Rate shall be provided by Landlord to Tenant to cover costs
incurred by Tenant in connection with leasehold improvements made by Tenant to
the ROR Space, as such costs are incurred; and (e) notwithstanding anything
herein to the contrary, the term for any ROR Space added to this Lease pursuant
to this right of refusal shall terminate when the Term of this Lease for the
Premises terminates or expires.  Accordingly, Tenant shall renew the Term of
this Lease as to each ROR Space whenever Tenant renews the Term of this Lease
as to the remainder of the Premises, upon the same terms and conditions set
forth in the Lease with respect to such renewal option.  Notwithstanding any
provisions hereof to the contrary, in no event shall this Lease continue in
force and effect as to any ROR Space beyond the termination or expiration of
this Lease as to the remainder of the Premises.

         Tenant shall exercise its right of refusal, if at all, within fifteen
(15) days after the Notice is received by Tenant; provided, however, Tenant
agrees to use reasonable efforts to respond in as short a time period as the
circumstances dictate (e.g., if a tenant abandons its premises without notice
to Landlord).  Tenant's obligation to pay Rent for such space shall commence on
the earlier to occur of (A) the date that Tenant takes occupancy of the ROR
Space for purposes of conducting its business therein or (B) forty-five (45)
days following the later to occur of (i) the date the prior, tenant vacates
such space and said space is made available to Tenant in the condition
described in (c) above or (ii) the date when Tenant exercises its right of
refusal.

         9.      Parking.  From and after the Effective Date to the end of the
initial Term, Landlord agrees to furnish Tenant without charge twenty-seven
(27) unreserved parking spaces in the garage on the Land on an unassigned,
first-come first-serve basis with the other tenants of





                                      -4-
<PAGE>   40

the Building (the "Parking").  During the Renewal Term, Landlord agrees to
furnish Tenant with the Parking and Tenant agrees to pay Landlord for such
parking the market rate per space then being charged therefor by Landlord as of
the commencement of the Renewal Term.  Landlord's previous obligation under the
Lease to provide parking spaces to Tenant shall terminate as of the Effective
Date.  Tenant agrees to use all such parking privileges in accordance with any
and all rules and regulations established by Landlord or the operator of the
garage for the operation and use of such garage.

         10.     Landlord's Services.  Paragraph 13 of the Lease is hereby
                 amended as follows:

                 -    Landlordto provide non-exclusive operatorless passenger
                      elevator service seven (7) days per week and 24 hours per
                      day and non-exclusive operatorless freight elevator
                      service during normal business hours; provided, that
                      Landlord may reasonably limit the number of elevators in
                      operation on weekdays after normal business hours, and on
                      Saturdays, Sundays and Holidays.

                 -    Should the interruption of use of any equipment or
                      services as described in Paragraph 13 of the Lease (as
                      modified hereby) continue for more than three (3)
                      consecutive business days after Landlord's receipt of
                      Tenant's notice of such interruption, Tenant shall have
                      the right to abate Rent payments as of the commencement
                      of the next day following the expiration of such three
                      (3) consecutive business day period, but only to the
                      extent (and during the period) that the Premises are
                      untenantable for Tenant's customary usage of the same and
                      are not actually used by Tenant for such purpose.  Should
                      such interruption of services continue for sixty (60)
                      consecutive days (or for such longer period of time as
                      long as Landlord is diligently and continuously pursuing
                      the restoration of such services, but in no event for
                      more than one hundred twenty (120) consecutive days from
                      the interruption of such services), Tenant shall have the
                      right to terminate the Lease.  Notwithstanding the
                      foregoing. such abatement and termination rights shall
                      only apply to an interruption of services that is not the
                      result of a casualty; any such cessation or interruption
                      as a result of a casualty shall be governed by the
                      provisions of the Lease relating to such casualty.

         11.     Landlord's Access.  Paragraph 20 of the Lease is hereby
amended to provide that Landlord's right to enter the Premises to show the
Premises to prospective new tenants shall be permitted only during the six (6)
months prior to lease expiration.

         12.     Landlord's Insurance.  The insurance to be maintained by
Landlord pursuant to the first sentence of Paragraph 21 of the Lease is hereby
modified to provide that such insurance shall represent one hundred percent
(100%) of the replacement value of the Building and Building Standard
Improvements.

         13.     Fire and Other Casualty.  The following statement beginning on
the 23rd line of Paragraph 22 of the Lease is hereby deleted:  " . . . and
except that the term shall be extended by





                                      -5-
<PAGE>   41

a length of time equal to the period beginning on the date of such damage or
destruction and ending upon completion of such restorations or replacements."

         14.     Indemnity.  The following shall be added at the end of
Paragraph 24 of the Lease: Except for the claims, rights of recovery and causes
of action that Tenant has released and waived pursuant to Paragraph 23 hereof,
and except as such obligations and liabilities of Landlord and rights of Tenant
are otherwise limited or modified herein, Landlord hereby indemnities and holds
Tenant harmless from and against any and all claims arising (a) from Landlord's
negligence in the operation of the Building and (b) from and against a breach
by Landlord (after notice and opportunity to cure as set forth in Paragraph 28
of the Lease) of any obligation on Landlord's part to be performed under the
terms of this Lease, and from and against all damages, losses, costs,
attorney's fees, expenses and liabilities incurred in or related to any such
claim or any action or proceeding brought thereon.  Notwithstanding the
foregoing, Tenant waives any right it may have to indirect, circumstantial,
consequential, exemplary or punitive damages against Landlord for any breach of
the Lease by Landlord or relating to any claim that Tenant may have against
Landlord relating to or arising out of the Lease or Tenant's occupancy of the
Building.

         15.     Notice.  For all purposes under the Lease, as amended by this
Amendment, notices for Landlord shall be delivered to Landlord at the following
address:

         Brookdale Investors, L.P.
         3343 Peachtree Road NE, Suite 510
         Atlanta, Georgia 30326.

         Notice for Tenant shall be delivered to Tenant at the following
         address:

         Dezine Healthcare Solutions, Inc.
         758 State Highway 18, Suite 110
         East Brunswick, New Jersey 08810
         Attention:  David Pfiel

         with a copy (which shall not constitute as notice) to:

         Blue Cross Blue Shield
         1-20 at Alpine Road
         Columbia, South Carolina 29219-0001
         Attention:  General Counsel

         16.     Act of Default.  Clause (i) of Paragraph 30 of the Lease is
hereby modified to provide: "(i) failure of Tenant to pay when due any Rent or
other amount required to be paid under this Lease; provided, that the first two
(2) such failures to pay on such due date shall not constitute an Act of
Default as long as such failure to pay does not continue for five (5) days
following the date such payments are due under the Lease, but after such two
(2) grace periods have been used by Tenant, all future payments must be
received on the due date therefor or such failure shall constitute an Act of
Default."  Clause (viii) of Paragraph 30 of the Lease is hereby deleted in its
entirety.





                                      -6-
<PAGE>   42

         17.     Holding Over.  The words " . . . two times . . . " on Line 4
of Paragraph 33 of the Lease are hereby deleted and replaced with ". . . one
and one-half times (150%) the amount set forth above in effect immediately
prior to the end of the Tern or termination of this Lease for the first thirty
(30) days following such end or termination, and thereafter one and
three-fourths times (175%) . . . "

         18.     Interest.  Paragraph 36 of the Lease is hereby deleted and
replaced with the following:  "All Rent and other sums of money due and payable
by Tenant to Landlord shall be paid at the times and in the manner provided in
this Lease without demand, deduction, abatement, setoff, counterclaim or prior
notice.  All Rent under this Lease shall bear interest from the date due until
paid at the lesser of eighteen percent (18%) or the maximum nonusurious rate of
interest then permitted by the applicable laws of the State of Texas or the
United States of America, whichever shall permit the higher nonusurious rate,
and to the extent that the maximum nonusurious rate is determined by reference
to the laws of the State of Texas, such rate shall be the indicated rate
ceiling (as defined and described in Texas Revised Civil Statutes, Art.
5069-1.04 as amended) at the applicable time and effect until paid, such
interest being in addition to any other rights and remedies which Landlord may
have with regard to the failure of Tenant to make any such payments under this
Lease."

         19.     Legal Description.  Tenant and Landlord acknowledge and agree
that the parties erroneously attached the wrong legal description for the Land
as Exhibit A to the Lease.  Exhibit A to the Lease is deleted in its entirety
and replaced with Exhibit A to this Amendment.

         20.     Rules and Regulations (Exhibit E).  The use of microwave ovens
are hereby excepted from Paragraphs 6 and 10 of Exhibit E to the Lease.

         21.     Independent Covenants.  The obligation of Tenant to pay Rent
and other monetary obligations provided to be paid by Tenant under the Lease
and the obligation of Tenant to perform Tenant's other covenants and duties
under the Lease constitute independent, unconditional obligations of Tenant to
be performed at all times provided for under the Lease, save and except only
when an abatement thereof or reduction therein is expressly provided for in the
Lease and not otherwise.  Notwithstanding any of the other terms or provisions
of the Lease and notwithstanding any other circumstances whatsoever, it is the
intent and agreement of Landlord and Tenant that so long as Tenant has not been
wrongfully evicted from the Premises, the doctrine of independent covenants
shall apply in all matters relating to the Lease including, without limitation,
the obligation of Landlord to perform Landlord's covenants under the Lease, as
well as the obligation of Tenant to pay Rent and all other monetary obligations
of Tenant and perform Tenant's other covenants, duties and obligations under
the Lease.

         22.     No Default.  To the best of Tenant's knowledge, no default
exists under the Lease and Tenant has no current claims or rights of offset
against Landlord under the Lease.

         23.     Full Force.  Except as expressly provided in this Amendment,
the terms and provisions in the Lease (including without limitation the
obligation of Tenant to pay Rent and additional rent under the Lease prior to
the Effective Date provided in this Amendment) remains in full force and
effect.  This Amendment sets forth the entire agreement between the parties





                                      -7-
<PAGE>   43

with respect to the matter set forth herein; no additional oral or written
representations or agreements have been made.

         This Amendment has been executed as of the date set forth above.

                                           TENANT:

                                           DEZINE HEALTHCARE SOLUTIONS, INC.,
                                           a South Carolina corporation


                                           By:        /S/
                                                -------------------------
                                           Name: John P. Sessions
                                                ----------------
                                           Title:   Vice President
                                                 -----------------


                                           LANDLORD:

                                           BROOKDALE INVESTORS, L.P.,
                                           a Delaware limited partnership

                                           By:BROOKDALE PARTNERS, LLC,
                                              a Georgia limited liability
                                              company, its sole General Partners


                                           By:        /S/
                                                -------------------------
                                                Fred H. Henritze, its Manager





                                      -8-
<PAGE>   44

                                  EXHIBIT "A"
                                       TO
                       FIRST AMENDMENT TO LEASE AGREEMENT

                          (LEGAL DESCRIPTION OF LAND)


ALL that certain 4.4677 acres tract of land out of Commercial Reserve "G" out
of SUGAR CREEK CENTER, a plat of subdivision recorded on Slides 595-B, 596-A,
and 596-B of the Plat Records of Fort Bend County, Texas, all being in the
Brown & Belknap League, Abstract 15, Fort Bend County, Texas, said 4.4677 acres
tract being more particularly described as follows (all bearings are referenced
to the Texas State Coordinate System, South Central Zone, and a grid bearing of
South 44o25'33" East from the National Geodetic Survey triangulation station
"Stafford" to the Stafford water tower, all distances are horizontal surface
distances):

BEGINNING at a 5/8-inch iron rod found at the most southwesterly cutback corner
at the intersection of the West right- of-way line of Sugar Creek Boulevard
(also known as Spur 41, a 150-foot wide right-of-way) and the Northwest
right-of- way line of the Southwest Freeway (also known as U.S. Highway 59, a
right-of-way of varying width), to which a radial line to said 5/8-inch iron
rod bears North 43o21'5 1 " West, 3,613.89 feet;

THENCE southwesterly, 264.52 feet coincident with the Northwest right-of-way
line of said Southwest Freeway and said 3,613.89-foot radius curve, through a
central angle of 04o11'38", to a 5/8-inch iron rod found for corner at the most
southeasterly cutback corner at the intersection of the Northwest right-of-way
line of said Southwest Freeway and the Northeast right-of-way line of Sugar
Creek Center Boulevard, a 150-foot wide right-of-way;

THENCE North 85o35'10" West, 29.14 feet coincident with said cutback line to a
5/8-inch iron rod found for corner in the Northeast right-of-way line of said
Sugar Creek Center Boulevard, said 5/8-inch iron rod being in a curve concave
Southwest to which a radial line bears North 40o1 3'00" East, 1,555.00 feet;

THENCE northwesterly, 268.99 feet coincident with the Northeast right-of-way
line of said Sugar Creek Center Boulevard and said 1,555.00-foot radius curve,
through a central angle of 09o54'40", to an "X" found in concrete for corner,
said "X" being in a curve concave West to which a radial line bears South
80o59'34" East, 1,271.99 feet, said "X" also being the most westerly corner of
said Commercial Reserve "G" of said SUGAR CREEK CENTER;

THENCE northerly, 109.50 feet coincident with the most westerly line of said
Commercial Reserve "G" and said 1,271.99- foot radius curve, through a central
angle of 04 degrees 55'57", to a railroad spike found in asphalt for corner;

THENCE North 42 degrees 26'06" East, 103.21 feet to a 5/8-inch iron rod set for
corner;

THENCE North 17 degrees 33'54" West, 136.00 feet to a 5/8-inch iron rod set for
corner;
<PAGE>   45
THENCE South 72 degrees 26'06" West, 31.26 feet to a 5/8-inch iron rod found
for corner in the most westerly line of said Commercial Reserve "G" of said
SUGAR CREEK CENTER, said 5/8-inch iron rod being in a curve concave West, to
which a radial line to said 5/8-inch iron rod bears North 85' 13'09" East,
1,271.99 feet;

THENCE northerly, 9.70 feet coincident with said westerly line of said
Commercial Reserve "G" and said 1,271.99-foot radius curve, through a central
angle of 00 degrees 26'13", to a 5/8-inch iron rod set at the point of tangency;

THENCE North 05 degrees 13'03" West, 195.00 feet coincident with said westerly
line of said Commercial Reserve "G" to a 5/8-inch iron rod set for corner at the
beginning of a 495.00-foot radius curve concave West;

THENCE northerly, 20.43 feet along said 495.00-foot radius curve through a
central angle of 02o21'54" to a 5/8-inch iron rod set for corner;

THENCE North 23 degrees 55'00" East, 18.66 feet to a 5/8-inch iron rod set for
corner in a curve concave South, to which a radial line bears North 32o19'08"
West, 334.94 feet, said curve being 20.00 feet South of and concentric with the
South right-of-way line of Parklane Boulevard, an 80-foot wide right-of-way;

THENCE easterly, 165.38 feet along said 334.94-foot radius curve, through a
central angle of 28 degrees 17'25" to a 3/4-inch iron rod found for corner;

THENCE South 53 degrees 58'08" East, 15.89 feet to a 5/8-inch iron rod set for
corner in said West right-of-way line of said Sugar Creek Boulevard, a curve
concave East, to which a radial line to said 5/8-inch iron rod bears South
74o44'1 3 West, 1,221.28 feet;

THENCE southerly, 570.42 feet coincident with the West right-of-way line of said
Sugar Creek Boulevard and said 1,221.28-foot radius curve, through a central
angle of 26 degrees 45'40" to a 5/8-inch iron rod found for corner;

THENCE South 03 degrees 27'55" West, 56.45 feet to the POINT OF BEGINNING,
containing 4.4677 acres of land, more or less.





                                      -2-
<PAGE>   46

<TABLE>
<S>      <C>                                       <C>

                                                   ---------------------------------------------------
                                                                    "Landlord"

                                                   DON L. RUSSELL
                                                   -------------------------------------------

                                                   PRESIDENT
                                                   ---------------------------------------------------
                                                                    Title

                   ATTEST: (FOR TENANT
                          IF APPLICABLE)           MEDICAL SOLUTIONS, INC.
                                                   ----------------------------------
                                                                    (Name of Tenant)

                                                   By
         ----------------------------------          -------------------------------------------------
                                                                    "Tenant"



                                                   RICHARD M. DORTCH, PRESIDENT
                                                   ----------------------------------
                                                   (Name & Title of person executing for Tenant)


                          CORPORATE SEAL           10039 Bissonnett, Suite 230
                          (IF APPLICABLE)          Houston, Texas  77036-7838
                                                   ---------------------------------------------------
                                                            (Tenant's address prior to
                                                                    occupancy)


Signature page to Lease dated  August, 1992 covering  7,929 square feet of Rentable Area on the
Eighth floor of SUGAR CREEK NATIONAL BUILDING, Sugar Land, Fort Bend County, Texas.
</TABLE>





                                      -3-