<PAGE>   1
                                                                    EXHIBIT 10.6


                              RE/MAX North Central

                                     [LOGO]

                        TEXAS ASSOCIATION OF REALTORS (R)
                       IMPROVED PROPERTY COMMERCIAL LEASE

          USE OF THIS FORM BY PERSONS WHO ARE NOT MEMBERS OF THE TEXAS
                  ASSOCIATION OF REALTORS(R) IS NOT AUTHORIZED.

                 (C)Texas Association of REALTORS(R), Inc. 1998


                                Table of Contents

<TABLE>
<CAPTION>
NO.       PARAGRAPH DESCRIPTION                                 PG.
---       ---------------------                                 ---
<S>      <C>                                                   <C>
 1       Parties                                                2

 2       Leased Premises                                        2

 3       Term                                                   2
         A    Term
         B    Delay of Occupancy

 4       Rent and Expenses                                      2
         A    Base Monthly Rent
         B    Prorated Rent
         C    Additional Rent
         D    Place of Payment
         E    Method of Payment
         F    Late Charges
         G    Returned Checks

 5       Security Deposit                                       3

 6       Taxes                                                  3

 7       Utilities                                              3

 8       Tenant's Insurance                                     3

 9       Use and Hours                                          3
         A    Tenant's Normal Business Hours
         B    Building Operating Hours

10       Legal Compliance                                       4

11       Signs                                                  4

12       Access By Landlord                                     4

13       Move-In Condition                                      4

14       Move-Out Condition                                     4

15       Maintenance and Repairs                                5
         A    Cleaning
         B    Repairs of Conditions Caused by a Party
         C    Repair and Maintenance Responsibility
         D    Repair Persons
         E    HVAC Service Contract
         F    Common Areas
         G    Notice of Repairs
         H    Failure to Repair                                 6

16       Alterations                                            6

17       Liens                                                  6

18       Liability                                              6

19       Indemnity                                              6

20       Default                                                6

21       Abandonment, Interruption of Utilities, Lockout        7

</TABLE>


<TABLE>
<CAPTION>

 NO.   PARAGRAPH DESCRIPTION                                    PG.
 ---   ---------------------                                    ---
<S>    <C>                                                      <C>
 22    Holdover                                                 7

 23    Landlord's Lien                                          7

 24    Assignment and Subletting                                7

 25    Relocation                                               7

 26    Subordination                                            7

 27    Estoppel Certificates                                    7

 28    Casualty Loss                                            8

 29    Condemnation                                             8

 30    Attorney's Fees                                          8

 31    Representations                                          8

 32    Broker's Fees                                            8

 33    Addenda                                                  9

 34    Agreement of Parties                                     9

 35    Notices                                                  9

 36    Special Provisions                                       9


                               ADDENDA & EXHIBITS
                               ------------------
                             (CHECK ALL THAT APPLY)

 [X]   Property Description Exhibit

 [ ]   Addendum for Broker's Fee

 [X]   Expense Addendum for Single-Tenant Property

 [ ]   Expense Reimbursement Addendum

 [ ]   Net Addendum

 [ ]   Percentage Rent Addendum

 [ ]   Parking Addendum

 [ ]   Landlord's Rules and Regulations

 [ ]   Commercial Lease Guaranty

 [ ]   Optional Space Addendum

 [ ]   Leasehold Construction Addendum (Landlord to
       Complete Construction)

 [ ]   Leasehold Construction Addendum (Tenant to Complete
       Construction)

 [ ]
     ------------------------------------------------------

 [ ]
     ------------------------------------------------------


(TAR-2101) 10-19-98    Initialed for Identification by Tenants: /s/ R.J.U., and Landlord: /s/ M.S.             Page 1 of 8
                                                               -----------                    ---
                                                                                          /s/ R.S.

</TABLE>




<PAGE>   2


Commercial Lease concerning: 1611 Wilmeth Rd.                     1611
-------------------------------------------------------------------------------

         D.   Place of Payment: Tenant will remit all amounts due Landlord under
              this lease to Royce Smith at PO BOX 2770 McKinney, Texas 75069 or
              to such other person or at such other place as Landlord may
              designate in writing.

         E.   Method of Payment: Tenant must pay all rent timely without demand,
              deduction, or offset, except as permitted by law or this lease.
              Time is of the essence for the payment of rent. If Tenant fails to
              timely pay any amounts due under this lease or if any check of
              Tenant is returned to Landlord by the institution on which it was
              drawn, Landlord may require Tenant to pay, in addition to any
              other available remedy, all amounts due under this lease by
              certified funds by providing written notice to Tenant.

         F.   Late Charges: If Landlord does not actually receive a rent payment
              at the designated place of payment within 10 days after the date
              the rent is due. The mailbox is not the agent for receipt for
              Landlord. The late charge is a cost associated with the collection
              of rent and Landlord's acceptance of a late charge does not waive
              Landlord's rights to exercise remedies under Paragraph 20. LATE
              CHARGE $30 a day.

         G.   Returned Checks: Tenant will pay $25.00 (not to exceed $25) for
              each check Tenant tenders to Landlord which is returned by the
              institution on which it is drawn for any reason, plus any late
              charges until Landlord receives payment.

5.       SECURITY DEPOSIT: Upon execution of this lease, Tenant will pay a
         security deposit to Landlord in the amount of $17,400.00 Landlord may
         apply the security deposit to any amounts owed by Tenant under this
         lease. If Landlord applies any part of the security deposit during any
         time this lease is in effect to amounts owed by Tenant, Tenant must,
         within 10 days after receipt of notice from Landlord, restore the
         security deposit to the amount stated. Within a reasonable time after
         this lease ends, Landlord will refund the security deposit to Tenant
         less any amounts applied toward amounts owed by Tenant.

6.       TAXES: Unless otherwise agreed by the parties, Tenant will pay all real
         property ad valorem taxes assessed against the leased premises.

7.       UTILITIES: Tenant will pay all charges for the use of all utility
         services to the leased premises and any connection charges except the
         following which will be paid by Landlord: N/A
         NOTICE: Tenant should determine if any and all necessary utilities
         (e.g., water, gas, electricity, telephone, sewer, etc.) are available
         to the leased premises, are adequate for Tenant's intended use, and the
         cost to provide the necessary utilities.

8.       TENANT'S INSURANCE:

         A.   During all times this lease is in effect, Tenant must maintain in
              full force and effect:

              (1)    public liability insurance from an insurer acceptable to
                     Landlord in an amount not less than $1,000,000.00 on an
                     occurrence basis naming Landlord as an additional insured;
                     and

              (2)    personal property damage insurance for Tenant's business
                     operations on the leased premises from an insurer
                     acceptable to Landlord in an amount not less than
                     $1,000,000.00 on an occurrence basis.

         B.   Before the Commencement Date, Tenant must provide Landlord with a
              copy of the insurance certificates evidencing the required
              coverage. If the insurance coverage changes in any manner or
              degree at any time this lease is in effect, Tenant must provide
              Landlord a copy of an insurance certificate evidencing such change
              within 10 days of the change.

         C.   If Tenant fails to maintain the required insurance in full force
              and effect at all times this lease is in effect, Landlord may: (1)
              purchase such insurance on behalf of Tenant and Tenant must
              immediately reimburse Landlord for such expense; or (2) exercise
              Landlord's remedies under Paragraph 20.

         D.   If there is an increase in Landlord's insurance premiums for the
              leased premises or Property or its contents that is caused by
              Tenant, Tenant's use of the leased premises, or any improvements
              made by or for Tenant, Tenant will, for each year this lease is in
              effect, pay Landlord the increase immediately after Landlord
              notifies Tenant of the increase.

9.       USE AND HOURS: Tenant may use the leased premises for the following
         purpose and no other: General Office, Warehouse, and Assembly Work.


         [ ] A.     N/A


<TABLE>
<S>                    <C>                                      <C>
(TAR-2101) 10-19-98    Initialed for Identification by Tenants: /s/ R.J.U., and Landlord: /s/ M.S.             Page 2 of 8
                                                               -----------                    ---
                                                                                          /s/ R.S.
</TABLE>

<PAGE>   3

Commercial Lease concerning: 1611 Wilmeth Rd.                     1611
-------------------------------------------------------------------------------

         [ ] B.     N/A

10.      LEGAL COMPLIANCE:

         A.   Tenant may not use or permit any part of the leased premises to be
              used for:

              (1)    any activity which is a nuisance or is offensive, noisy, or
                     dangerous;

              (2)    any activity that violates any applicable law, regulation,
                     zoning ordinance, restrictive covenant, governmental order,
                     owners' association rules, tenants' association rules,
                     Landlord's rules or regulations, or this lease;

              (3)    any hazardous activity that would require any insurance
                     premium on the Property or leased premises to increase or
                     that would void any such insurance;

              (4)    any activity that violates any applicable federal, state,
                     or local law, including but not limited to those laws
                     related to air quality, water quality, hazardous materials,
                     wastewater, waste disposal, air emissions, or other
                     environmental matters;

              (5)    the permanent or temporary storage of any hazardous
                     material; or

              (6)    N/A

         B.   "Hazardous material" means any pollutant, toxic substance,
              hazardous waste, hazardous material, hazardous substance, solvent,
              or oil as defined by any federal, state, or local environmental
              law, regulation, ordinance, or rule existing as of the date of
              this lease or later enacted.

         C.

11.      SIGNS:

         A.

         B.   By providing written notice to Tenant before this lease ends,
              Landlord may require Tenant, upon move-out and at Tenant's
              expense, to remove, without damage to the Property or leased
              premises, any or all signs that were placed on the Property or
              leased premises by or at the request of Tenant. Any signs that
              Landlord does not require Tenant to remove and that are fixtures
              become the property of the Landlord and must be surrendered to
              Landlord at the time this lease ends.

12.      ACCESS BY LANDLORD:

         A.   During Tenant's normal business hours Landlord may enter the
              leased premises for any reasonable purpose, including but not
              limited to purposes for repairs, maintenance, alterations, and
              showing the leased premises to prospective tenants or purchasers.
              Landlord may access the leased premises after Tenant's normal
              business hours with Tenant's permission or to complete emergency
              repairs. Landlord will not unreasonably interfere with Tenant's
              business operations when accessing the leased premises.

         B.   During the last 60 days of this lease, Landlord may place a "For
              Lease" or similarly worded sign in the leased premises.

13.

14.      MOVE-OUT CONDITION AND FORFEITURE OF TENANT'S PERSONAL PROPERTY:

         A.   At the time this lease ends, Tenant will surrender the leased
              premises in the same condition as when received, normal wear and
              tear excepted. Tenant will leave the leased premises in a clean
              condition free of all trash, debris, personal property, hazardous
              materials, and environmental contaminants. Before this lease ends,
              Tenant [ ] will [X] will not provide Landlord with a report, by an
              environmental engineer or assessor acceptable to Landlord, dated
              not earlier than 20 days before the date this lease ends that
              indicates that no hazardous material or other environmental hazard
              is on or affects the leased premises.





<TABLE>
<S>                    <C>                                      <C>
(TAR-2101) 10-19-98    Initialed for Identification by Tenants: /s/ R.J.U., and Landlord: /s/ M.S.             Page 3 of 8
                                                               -----------                    ---
                                                                                          /s/ R.S.
</TABLE>
<PAGE>   4

Commercial Lease concerning: 1611 Wilmeth Rd.                     1611
-------------------------------------------------------------------------------


         B.   If Tenant leaves any personal property in the leased premises
              after Tenant surrenders possession of the leased premises,
              Landlord may: (1) require Tenant, at Tenant's expense, to remove
              the personal property by providing written notice to Tenant; or
              (2) retain such personal property as forfeited property to
              Landlord.

         C.   "Surrender" means vacating the leased premises and returning all
              keys and access devices to Landlord. "Normal wear and tear" means
              deterioration that occurs without negligence, carelessness,
              accident, or abuse.

         D.   By providing written notice to Tenant before this lease ends,
              Landlord may require Tenant, upon move-out and at Tenant's expense
              to remove, without damage to the Property or leased premises, any
              or all fixtures that were placed on the Property or leased
              premises by or at the request of Tenant. Any fixtures that
              Landlord does not require Tenant to remove become the property of
              the Landlord and must be surrendered to Landlord at the time this
              lease ends.

15.      MAINTENANCE AND REPAIRS:

         A.   Cleaning: Tenant must keep the leased premises clean and sanitary
              and promptly dispose of all garbage in appropriate receptacles.
              [ ] Landlord [X] Tenant will provide, at its expense, reasonable
              janitorial services to the leased premises.

         B.   Repairs of Conditions Caused by a Party: Each party must promptly
              repair a condition caused, either intentionally or negligently, by
              that party or that party's guests, patrons, invitees, contractors
              or permitted subtenants.

         C.   Repair and Maintenance Responsibility: Except as provided by
              Paragraph 15B, the party designated below, at its expense, is
              responsible to maintain and repair the following specified items
              in the leased premises. The specified Items must be maintained in:
              (i) clean condition; (ii) good repair; and (iii) operable
              condition. If a modification to any of the specified items is
              required by law or governmental regulation or order, the party
              designated to maintain the item must complete and pay the expense
              of the modification. The specified items include and relate only
              to real property in the leased premises. Tenant is responsible for
              the repair and maintenance of its personal property.

<TABLE>
<CAPTION>
                                                                                                    N/A     Landlord    Tenant
<S>           <C>                                                                                   <C>     <C>         <C>
              (1)     Foundation, exterior walls, roof, and other structural components             [ ]        [ ]        [X]

              (2)     Glass and windows                                                             [ ]        [ ]        [X]

              (3)     Fire protection equipment and fire sprinkler systems                          [ ]        [ ]        [X]

              (4)     Exterior & overhead doors, including closure devices, molding, locks,         [ ]        [ ]        [X]
                      and hardware

              (5)     Grounds maintenance, including landscaping and ground sprinklers              [ ]        [X]        [ ]

              (6)     Interior doors, including closure devices, frames, molding, locks, and        [ ]        [ ]        [X]
                      hardware

              (7)     Parking areas and walks                                                       [ ]        [ ]        [X]

              (8)     Plumbing systems, drainage systems, electrical systems (including             [ ]        [ ]        [X]
                      ballast and lamp replacement) & mechanical systems, except those
                      specifically designated otherwise

              (9)     Heating Ventilation and Air Conditioning (HVAC) systems                       [ ]        [X]        [ ]

             (10)     Signs                                                                         [ ]        [ ]        [X]

             (11)     Extermination and pest control, excluding wood-destroying insects             [ ]        [ ]        [X]

             (12)     Storage yards and storage buildings                                           [ ]        [ ]        [X]

             (13)     Wood-destroying insect treatment and repairs                                  [ ]        [ ]        [X]

             (14)     Cranes and related systems                                                    [ ]        [ ]        [X]

             (15)                                                                                   [ ]        [ ]        [ ]
                      ----------------------------------------------------------------------
             (16)                                                                                   [ ]        [ ]        [ ]
                      ----------------------------------------------------------------------

             (17)       All other items and systems.                                                [ ]        [ ]        [ ]

</TABLE>

         D.   Repair Persons: Repairs must be completed by trained, qualified,
              and insured repair persons.

<TABLE>
<S>                    <C>                                      <C>
(TAR-2101) 10-19-98    Initialed for Identification by Tenants: /s/ R.J.U., and Landlord: /s/ M.S.             Page 4 of 8
                                                               -----------                    ---
                                                                                          /s/ R.S.
</TABLE>
<PAGE>   5



Commercial Lease concerning: 1611 Wilmeth Rd.                     1611
-------------------------------------------------------------------------------

         E.   HVAC Service Contract: If Tenant is responsible to maintain the
              HVAC system, Tenant [ ] is [X] is not required to maintain, at its
              expense, a regularly scheduled maintenance and service contract
              for the HVAC system. The maintenance and service contract must be
              purchased from a HVAC maintenance company that regularly provides
              such contracts to similar properties. If Tenant fails to maintain
              a required HVAC maintenance and service contract in effect at all
              times during this lease, Landlord may do so and charge Tenant the
              expense of such a maintenance and service contract or exercise
              Landlord's remedies under Paragraph 20.

         F.

         G.   Notice of Repairs: Tenant must promptly notify Landlord of any
              item that is in need of repair and that is Landlord's
              responsibility to repair. All requests for repairs to Landlord
              must be in writing.

         H.   Failure to Repair: Landlord must make a repair for which Landlord
              is responsible within a reasonable period of time after Tenant
              provides Landlord written notice of the needed repair. If Tenant
              fails to repair or maintain an item for which Tenant is
              responsible within 10 days after Landlord provides Tenant written
              notice of the needed repair or maintenance, Landlord may: (1)
              repair or maintain the item, without liability for any damage or
              loss to Tenant, and Tenant must immediately reimburse Landlord for
              the cost to repair or maintain; or (2) exercise Landlord's
              remedies under Paragraph 20.

16.      ALTERATIONS:

         A.   Tenant may not alter, improve, or add to the Property or the
              leased premises without Landlord's written consent. Landlord will
              not unreasonably withhold consent for the Tenant to make
              reasonable alterations, modifications, or improvements to the
              leased premises.

         B.   Tenant may not alter any locks or any security devices on the
              Property or the leased premises without Landlord's consent. If
              Landlord authorizes the changing, addition, or rekeying of any
              locks or other security devices, Tenant must immediately deliver
              the new keys and access devices to Landlord.

         C.   If a governmental order requires alteration or modification to the
              leased premises, the party obligated to maintain and repair the
              item to be modified or altered as designated in Paragraph 15 will,
              at its expense, modify or alter the item in compliance with the
              order.

         D.   Any alterations, improvements, fixtures or additions to the
              Property or leased premises installed by either party during the
              term of this lease will become Landlord's property and must be
              surrendered to Landlord at the time this lease ends, except for
              those fixtures Landlord requires Tenant to remove under Paragraph
              14 or if the parties agree otherwise in writing.

17.      LIENS: Tenant may not do anything that will cause the title of the
         Property or leased premises to be encumbered in any way. If Tenant
         causes a lien to be filed against the Property or leased premises,
         Tenant will within 20 days after Landlord demands Tenant to take action
         to remove the lien, pay the lien or take whatever action is necessary
         to cause the lien to be released of record. Tenant will provide
         Landlord a copy of any release Tenant obtains pursuant to this
         paragraph.

18.      LIABILITY: To the extent Permitted by law, Landlord is NOT responsible
         to Tenant or Tenant's employees, patrons, guests, or invitees for any
         damages, injuries, or losses to person or Property caused by:


         A.   an act, omission, or neglect of: Tenant; Tenant's agent; Tenant's
              quest; Tenant's employees; Tenant's patrons; Tenant's invitees; or
              any other tenant on the Property;

         B.   fire, flood, water leaks, ice, snow, hail, winds, explosion,
              smoke, riot, strike, interruption of utilities, theft, burglary,
              robbery, assault, vandalism, other persons, environmental
              contaminants, or other occurrences or casualty losses.

19.      INDEMNITY: Tenant will indemnify and hold Landlord harmless from any
         Property damage, personal injury, suits, actions, liabilities, damages,
         cost of repairs or service to the leased premises or Property, or any
         other loss caused, negligently or otherwise, by Tenant or Tenant's
         employees, patrons, guests, or invitees.

20.      DEFAULT:

         A.   If Landlord fails to comply with this lease within 30 days after
              Tenant notifies Landlord of Landlord's failure to comply, Landlord
              will be in default and Tenant may seek any remedy provided by law.
              If, however, Landlord's non-compliance reasonably requires more
              than 30 days to cure, Landlord will not in default if the cure is
              commenced within the 30 day period and is diligently pursued.

<TABLE>
<S>                    <C>                                      <C>
(TAR-2101) 10-19-98    Initialed for Identification by Tenants: /s/ R.J.U., and Landlord: /s/ M.S.             Page 5 of 8
                                                               -----------                    ---
                                                                                          /s/ R.S.
</TABLE>


<PAGE>   6


Commercial Lease concerning: 1611 Wilmeth Rd.                     1611
-------------------------------------------------------------------------------

         B.   If Landlord does not actually receive at the place designated for
              payment any rent due under this lease within days after it is due,
              Tenant will be in default. If Tenant fails to comply with this
              lease for any other reason within 10 days after Landlord notifies
              Tenant of its failure to comply, Tenant will be in default.

         C.   If Tenant is in-default, Landlord may: (i) terminate Tenant's
              right to occupy the leased premises by providing Tenant with at
              least 3 days written notice; and (ii) accelerate all rents which
              are payable during the remainder of this lease or any renewal
              period without notice or demand. Landlord will attempt to mitigate
              any damage or loss caused by Tenant's breach. If Tenant is in
              default, Tenant will be liable for:

              (1)    any lost rent;

              (2)    Landlord's cost of reletting the leased premises, including
                     brokerage fees, advertising fees, and other fees necessary
                     to relet the leased premises;

              (3)    repairs to the leased premises for use beyond normal wear
                     and tear;

              (4)    all Landlord's costs associated with eviction of Tenant,
                     such as attorney's fees, court costs, and prejudgment
                     interest;

              (5)    all Landlord's costs associated with collection of rent
                     such as collection fees, late charges, and returned check
                     charges;

              (6)    cost of removing any equipment and trade-fixtures left on
                     the leased premises by Tenant;

              (7)    cost to remove any trash, debris, personal property,
                     hazardous materials, or environmental contaminants left by
                     Tenant or Tenant's employees, patrons, guests, or invitees
                     in the leased premises or Property; and

              (8)    any other recovery to which Landlord may be entitled by
                     law.

21.      ABANDONMENT, INTERRUPTION OF UTILITIES, REMOVAL OF TENANT'S PROPERTY,
         AND LOCKOUT: Chapter 93 of the Texas Property Code governs the rights
         and obligations of the parties with regard to: (a) abandonment of the
         leased premises; (b) interruption of utilities; (c) removal of Tenant's
         personal property; and (d) "lock-out" of Tenant.

22.      HOLDOVER: If Tenant fails to vacate the leased premises at the time
         this lease ends, Tenant will become a tenant-at-will and must vacate
         the leased premises immediately upon receipt of demand from Landlord.
         No holding over by Tenant, with or without the consent of Landlord,
         will extend this lease. Tenant will indemnify Landlord and any
         prospective tenants for any and all damages caused by the holdover.
         Rent for any holdover period will be the base monthly rent.

23.      LANDLORD'S LIEN AND SECURITY INTEREST: To secure Tenant's performance
         under this lease, Tenant grants to Landlord a lien and security
         interest against all of Tenant's nonexempt personal property that is in
         the leased premises or Property. This lease is a security agreement for
         the purposes of the Uniform Commercial Code. Landlord may file a copy
         of this lease as a financing statement.

24.      ASSIGNMENT AND SUBLETTING: Tenant may not assign this lease or sublet
         any part of the leased premises without Landlord's written consent. An
         assignment of this lease or subletting of the leased premises Without
         Landlord's written consent is voidable by Landlord. If Tenant assigns
         this lease or sublets any part of the leased premises, Tenant will
         remain liable for all of Tenant's obligations under this lease
         regardless if the assignment or sublease is made with or without the
         consent of Landlord.

25.

26.      SUBORDINATION:

         A.   This lease and Tenant's leasehold interest are and will be
              subject, subordinate, and inferior to:

              (1)    any lien, encumbrance, or ground lease now or hereafter
                     placed on the leased premises or the Property by Landlord;

              (2)    all advances made under any such lien, encumbrance, or
                     ground lease;

              (3)    the interest payable on any such lien or encumbrance;

              (4)    any and all renewals and extensions of any such lien,
                     encumbrance, or ground lease;

              (5)    any restrictive covenant affecting the leased premises or
                     the Property; and

              (6)    the rights of any owners' association affecting the leased
                     premises or Property.

         B.   Tenant must, on demand, execute any instrument subordinating this
              lease as Landlord may request, provided that such subordination is
              made on the condition that this lease and Tenant's rights under
              this lease are recognized by the lien-holder.

27.      ESTOPPEL CERTIFICATES: Within 10 days after receipt of a written
         request from Landlord, Tenant will execute and deliver to Landlord an
         estoppel certificate that identifies: (a) when this lease commences and
         ends; (b) any amendments to this lease; (c)

<TABLE>
<S>                    <C>                                      <C>
(TAR-2101) 10-19-98    Initialed for Identification by Tenants: /s/ R.J.U., and Landlord: /s/ M.S.             Page 6 of 8
                                                               -----------                    ---
                                                                                          /s/ R.S.
</TABLE>

<PAGE>   7
Commercial Lease concerning: 1611 Wilmeth Rd.                     1611
-------------------------------------------------------------------------------

         any rights that Tenant may have to extend this lease or purchase the
         Property or leased premises; (d) any default by Landlord; and (e) any
         other information reasonably requested in the certificate.

28.      CASUALTY LOSS:

         A.   Tenant must immediately notify Landlord of any casualty loss in
              the leased premises. Within 20 days after receipt of Tenant's
              notice of a casualty loss, Landlord will notify Tenant if the
              leased premises are less than or more than 50% unusable, on a per
              square foot basis, and if Landlord can substantially restore the
              leased premises within 120 days after Tenant notifies Landlord of
              the casualty loss.

         B.   If the leased premises are less than 50% unusable and Landlord can
              substantially restore the leased premises within 120 days after
              Tenant notifies Landlord of the casualty, Landlord will restore
              the leased promises to substantially the same condition as before
              the casualty. If Landlord fails to substantially restore within
              the time required, Tenant may terminate this lease.

         C.   If the leased premises are more than 50% unusable and Landlord can
              substantially restore the leased premises within 120 days after
              Tenant notifies Landlord of the casualty, Landlord may: (1)
              terminate this lease; or (2) restore the leased premises to
              substantially the same condition as before the casualty. If
              Landlord chooses to restore and does not substantially restore the
              leased premises within the time required, Tenant may terminate
              this lease.

         D.   If Landlord notifies Tenant that Landlord cannot substantially
              restore the leased premises within 120 days after Tenant notifies
              Landlord of the casualty loss, Landlord may: (1) choose not to
              restore and terminate this lease; or (2) choose to restore, notify
              Tenant of the estimated time to restore, and give Tenant the
              option to terminate this lease by notifying Landlord within 10
              days.

         E.   If this lease does not terminate because of a casualty loss, rent
              will be reduced from the date Tenant notifies Landlord of the
              casualty loss to the date the leased premises are substantially
              restored by an amount proportionate to the extent the leased
              premises are unusable.

29.      CONDEMNATION: If after a condemnation or purchase in lieu of
         condemnation the leased premises are totally unusable for the purposes
         stated in this lease, this lease will terminate. If after a
         condemnation or purchase in lieu of condemnation the leased premises
         are partially unusable for the purposes stated in this lease, this
         lease will continue and rent will be reduced in an amount proportionate
         to the extent the leased premises are unusable. Any condemnation award
         or proceeds in lieu of condemnation are the property of Landlord and
         Tenant has no claim to such proceeds or award. Tenant may seek
         compensation from the condemning authority for its moving expenses and
         damages to Tenant's personal property.

30.      ATTORNEY'S FEES: Any person who is a prevailing party in any legal
         proceeding brought under or related to the transaction described in
         this lease is entitled to recover prejudgment interest, reasonable
         attorney's fees, and all other costs of litigation from the
         nonprevailing party.

31.      REPRESENTATIONS: Tenant's statements in this lease and any application
         for rental are material representations relied upon by Landlord. Each
         party signing this lease represents that he or she is of legal age to
         enter into a binding contract and is authorized to sign the lease. If
         Tenant makes any misrepresentation in this lease or in any application
         for rental, Tenant is in default. Landlord is not aware of any material
         defect on the Property that would affect the health and safety of an
         ordinary person or any environmental hazard on or affecting the
         Property that would affect the health or safety of an ordinary person,
         except: N/A

         N/A

         N/A

32.      BROKERS' FEES:

         A. RE/MAX NORTH CENTRAL                 (Broker A) represents
           [X]  Landlord [ ] Tenant. Broker A's fees will be paid pursuant to
           (choose 1 or 2):

           [X] (1) a separate written agreement between Broker A and [X]
           Landlord [ ] Tenant [ ] Broker N/A.

           [ ] (2) the attached Addendum for Broker's Fee.

         B. N/A                                  (Broker B) represents

           [ ] Landlord [ ] Tenant. Broker B's fees will be paid pursuant to
           (choose 1 or 2):

           [ ] (1) a separate written agreement between Broker B and
           [ ] Landlord   [ ] Tenant   [ ]  Broker N/A.

           [ ] (2) the attached Addendum for Broker's Fee.

         C. N/A                                          (Broker C) represents

           [ ]  Landlord [ ] Tenant. Broker C's fees will be paid pursuant
           to (choose 1 or 2):

           [ ]  (1) a separate written agreement between Broker B and
           [ ] Landlord   [ ] Tenant   [ ]  Broker N/A.

           [ ]  (2) the attached Addendum for Broker's Fee.


<TABLE>
<S>                    <C>                                      <C>
(TAR-2101) 10-19-98    Initialed for Identification by Tenants: /s/ R.J.U., and Landlord: /s/ M.S.             Page 7 of 8
                                                               -----------                    ---
                                                                                          /s/ R.S.
</TABLE>


<PAGE>   8


Commercial Lease concerning: 1611 Wilmeth Rd.                     1611
-------------------------------------------------------------------------------

33.      ADDENDA: Incorporated into this lease are the addenda, exhibits and
         other information marked in the Addenda and Exhibit section of the
         Table of Contents. If Landlord's Rules and Regulations are made part of
         this lease, Tenant agrees to comply with the Rules and Regulations as
         Landlord may, at its discretion, amend from time to time.

34.      AGREEMENT OF PARTIES:

         A.   Entire Agreement: This lease contains the entire agreement between
              Landlord and Tenant and may not be changed except by written
              agreement.

         B.   Binding-Effect: This lease is binding upon and inures to the
              benefit of the parties and their respective heirs, executors,
              administrators, successors, and permitted assigns.

         C.   Joint and Several: All Tenants are jointly and severally liable
              for all provisions of this lease. Any act or notice to, or refund
              to, or signature of, any one or more of the Tenants regarding any
              term of this lease, its renewal, or its termination is binding on
              all Tenants.

         D.   Controlling Law: The laws of the State of Texas govern the
              interpretation, performance, and enforcement of this lease.

         E.   Severable Clauses: If any clause in this lease is found invalid or
              unenforceable by a court of law, the remainder of this lease will
              not be affected and all other provisions of this lease will remain
              valid and enforceable.

         F.   Waiver: Landlord's delay, waiver, or non-enforcement of
              acceleration, contractual or statutory lien, rental due date, or
              any other right will not be deemed a waiver of any other or
              subsequent breach by Tenant or any other term in this lease.

         G.   Quiet Enjoyment: Provided that Tenant is not in default of this
              lease, Landlord covenants that Tenant will enjoy possession and
              use of the leased premises free from serious interference.

         H.   Force Majeure: If Landlord's performance of a term in this lease
              is delayed by strike, lock-out, shortage of material, governmental
              restriction, riot, flood, or any cause outside Landlord's control,
              the time for Landlord's performance will be abated until after the
              delay.

35.      NOTICES: All notices under this lease must be in writing and are
         effective when hand-delivered, sent by mail, or sent by facsimile
         transmission to:

<TABLE>
<CAPTION>
         Tenant                                        Landlord
<S>                                                    <C>
         at the address of the leased premises.        at
                                                          --------------------------------------
                                                       Fax:
                                                            ------------------------------------

         with a copy to:                               with a copy to:
                        ---------------------                         --------------------------
         at                                            at
         ------------------------------------          -----------------------------------------

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

         Fax:                                          Fax:
             --------------------------------               ------------------------------------
</TABLE>

     36. SPECIAL PROVISIONS:




     REAL ESTATE BROKERS ARE NOT QUALIFIED TO RENDER LEGAL ADVICE, PROPERTY
     INSPECTIONS, SURVEYS, ENGINEERING STUDIES (e.g. STUDIES OF THE STRUCTURES,
     DRAINAGE, AND SOIL CONDITIONS), ENVIRONMENTAL ASSESSMENTS, TAX ADVICE,
     FINANCIAL ADVICE, OR INSPECTIONS TO DETERMINE COMPLIANCE WITH ZONING,
     GOVERNMENTAL REGULATIONS, OR ANY LAW (e.g., ADA, TEXAS ARCHITECTURAL
     BARRIERS STATUTE, ETC.). THE PARTIES SHOULD SEEK EXPERTS TO RENDER SUCH
     SERVICES. SELECTION OF SUCH EXPERTS IS THE RESPONSIBILITY OF THE PARTIES
     AND NOT THE REAL ESTATE BROKER. THE TERMS OF THIS LEASE ARE NEGOTIABLE
     AMONG THE PARTIES. THIS IS INTENDED TO BE A LEGAL AGREEMENT BINDING UPON
     FINAL ACCEPTANCE. READ IT CAREFULLY. IF YOU DO NOT UNDERSTAND THE EFFECT OF
     THIS LEASE, CONSULT YOUR ATTORNEY BEFORE SIGNING.


<TABLE>
<S>                                                          <C>
                                         9-26-00
     ----------------------------------------------          -------------------------------------------------
     Landlord JERSEY INVESTMENTS, INC.      Date             Tenant GLOBAL ELECTION SYSTEMS, INC.        Date

     By /s/ MIKE SMITH                                       /s/ ROBERT J. UROSEVICH
        -------------------------------------------          --------------------------------------------------
        ROYCE OR MIKE SMITH                                  Tenant BY:                                  Date

     as /s/ ROYCE SMITH                for Landlord
        -------------------------------------------
</TABLE>

<TABLE>
<S>                    <C>                                      <C>
(TAR-2101) 10-19-98    Initialed for Identification by Tenants: /s/ R.J.U., and Landlord: /s/ M.S.             Page 8 of 8
                                                               -----------                    ---
                                                                                          /s/ R.S.
</TABLE>


<PAGE>   9
                              RE/MAX North Central

                                     [LOGO]

                        TEXAS ASSOCIATION OF REALTORS(R)
                   EXPENSE ADDENDUM FOR SINGLE-TENANT PROPERTY

   USE OF THIS FORM BY PERSONS WHO ARE NOT MEMBERS OF THE TEXAS ASSOCIATION OF
 REALTORS(R)IS NOT AUTHORIZED. (C)TEXAS ASSOCIATION OF REALTORS(R), INC. 1998

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

ADDENDUM TO THE COMMERCIAL LEASE BETWEEN THE UNDERSIGNED PARTIES CONCERNING THE
LEASED PREMISES

AT: 1611 WILMETH RD.                                                    1611
    ---------------------------------------------------------------------------
    MCKINNEY                                   TEXAS        75069

A.       Taxes: "Taxes" means all the real property ad valorem taxes assessed
         against the leased premises and Property (choose 1 or 2).

         [X]      (1) Tenant Reimburses Landlord: Each year during the term of
                  the above-referenced lease, Tenant will reimburse Landlord for
                  all taxes assessed against the leased premises and Property
                  for that year. Taxes will be prorated to the Commencement Date
                  of the lease for the first year of the lease and through the
                  Expiration Date for the last year. The reimbursements are due
                  immediately upon Tenant's receipt of Landlord's notice
                  accompanied by a copy of the tax statement for that year. If
                  tax statements for the last year of the lease are not
                  available at the time the lease terminates, Tenant will,
                  before Tenant vacates the leased premises, pay Landlord an
                  amount for the prorated taxes for the last year based on the
                  prior year's tax statements, and no subsequent adjustment will
                  be made.

         [ ]     (2)Tenant Pays Direct:

B.       Insurance: "Property insurance" means fire and extended coverage on the
         leased premises and Property in an amount equal to the full replacement
         cost of the leased premises and Property, which amount may vary from
         year to year. "Property insurance" does not include public liability
         insurance or personal property damage insurance (choose 1 or 2).

          [X]       (1) Tenant Reimburses Landlord: Each year during the term of
                    the above-referenced lease, Tenant will reimburse Landlord
                    for the cost of the property insurance for that year. The
                    cost of the property insurance will be prorated to the
                    Commencement Date of the lease for the first year of the
                    lease and through the Expiration Date for the last year. The
                    reimbursements are due immediately upon Tenant's receipt of
                    Landlord's notice accompanied by a copy of the statement
                    from the insurance carrier for that year.

          [ ]       (2) Tenant Pays Direct: During all times the
                    above-referenced lease is in effect, Tenant must maintain,
                    at Tenant's expense, property insurance in full force and
                    effect naming Landlord as a named insured from an insurance
                    company acceptable to Landlord. On or before the
                    Commencement Date of the above-referenced lease and on or
                    before each anniversary of the Commencement Date, Tenant
                    must provide Landlord with a copy of the insurance
                    certificate(s) evidencing the required coverage.

C.       Special Provisions:




<TABLE>
<S>                                                      <C>
                                         9-26-00
     --------------------------------------------        --------------------------------------------
     Landlord JERSEY INVESTMENTS, INC.      Date         Tenant GLOBAL ELECTION SYSTEMS, INC.    Date

     By /s/ MIKE SMITH                                   /s/ ROBERT J. UROSEVICH
        -----------------------------------------        --------------------------------------------
        ROYCE OR MIKE SMITH                              Tenant BY:                              Date

     as /s/ ROYCE SMITH                for Landlord
        ------------------------------
</TABLE>

(TAR-2103) 10-19-98                                                Page 1 of 1