<PAGE>   1
                                                                   EXHIBIT 10(d)



                                 LEASE AGREEMENT


                                MADE THIS DAY THE

                              7th DAY OF JULY, 1998

                                     BETWEEN


                             SHOAL CREEK NO. 2, L.C.


                                       AND


                           CORNICHE GROUP INCORPORATED


                                    AS TENANT

                                       IN

                                610 S. INDUSTRIAL
                                  EULESS, TEXAS


<PAGE>   2

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
Description                                                                                                    Page
-----------                                                                                                    ----

<S>                                                                                                           <C>
ARTICLE 1 TERM AND POSSESSION.....................................................................................3

ARTICLE 2 RENT....................................................................................................5

ARTICLE 3 SECURITY DEPOSIT........................................................................................8

ARTICLE 4 OCCUPANCY AND USE.......................................................................................8

ARTICLE 5 UTILITIES AND SERVICES..................................................................................9

ARTICLE 6 REPAIRS, MAINTENANCE, ALTERATIONS AND IMPROVEMENTS.....................................................10

ARTICLE 7 DAMAGE, FIRE AND CASUALTY..............................................................................12

ARTICLE 8 CONDEMNATION...........................................................................................13

ARTICLE 9 LIENS..................................................................................................13

ARTICLE 10 TAXES ON TENANT'S PROPERTY............................................................................14

ARTICLE 11 SUBLETTING AND ASSIGNING..............................................................................14

ARTICLE 12 TRANSFERS BY LANDLORD.................................................................................15

ARTICLE 13 DEFAULT...............................................................................................16

ARTICLE 14 NOTICES...............................................................................................18

ARTICLE 15 MISCELLANEOUS PROVISIONS..............................................................................19
</TABLE>


<TABLE>
<CAPTION>
EXHIBITS

<S>                                                                                                             <C>
EXHIBIT "A" FLOOR PLAN...........................................................................................25
EXHIBIT "B" ACCEPTANCE OF PREMISES AMENDMENT.....................................................................26
EXHIBIT "C" AGREEMENT FOR CONSTRUCTION...........................................................................27
EXHIBIT "D" RULES AND REGULATIONS................................................................................28
EXHIBIT "E" RENEWAL OPTION.......................................................................................31
EXHIBIT "F" BASIC RENTAL SCHEDULE................................................................................32
EXHIBIT "G" PARKING..............................................................................................33
</TABLE>



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<PAGE>   3

                                 LEASE AGREEMENT

THIS Lease Agreement ("Lease") is made this 17th day of June, 1988 between Shoal
Creek No. 2, L.C., a Texas Limited Liability Company hereinafter called
"Landlord," and Corniche Group Incorporated hereinafter called "Tenant."

                                LEASE OF PREMISES

In consideration of the mutual covenants herein, Landlord hereby leases to
Tenant and Tenant hereby leases from Landlord, subject to all the terms and
conditions hereinafter set forth those certain premises (hereinafter called the
"Premises") set forth in Item 2 of the Basic Lease Provisions and shown on the
drawings attached hereto and made a part hereof as Exhibit "A." Exhibits A
through H are also attached hereto and incorporated herein. The office building
in which the Premises are located, the land on which the office building is
situated, the parking area and all improvements and appurtenances to the
building, are referred to collectively herein as the "Building."

                             BASIC LEASE PROVISIONS

1.       Building Address: 610 S. Industrial, Euless, Texas

2.       Suite(s): 200 Floor(s): 2nd Floor

         Rentable Area: 4,175 square feet   Usable Area: 3,630 square feet

         Total Rentable Area of Building: 40,000 square feet

         Tenant's Building Expense Percentage: .104% (See Article 2)

4.       (a) Basic Annual Rent: $50,100.00 ($12.00 per rentable square foot)

         (b) Basic Monthly Rent: $4,175.00

         (c) Tenant's Operating Expense Stop: Actual building operating expenses
         for Premises in calendar year Lease commences.

5.       Term: (3) three years and (0) zero months

6.       Target Commencement Date: August 1, 1998

7.       Expiration Date: July 31, 2001

8.       Security Deposit: $12,525.00 payable on Lease execution to be credited
         on the 12th and 24th months of the Lease term and the remainder
         $4,175.00 to be used as the security deposit. First months rent due
         upon move-in.

9.       Broker(s): C&G Management and PultsOnCor

10.      Permitted Use: General Office Purposes

11.      Addresses for notices due under this Lease:

<TABLE>
<CAPTION>
         LANDLORD:                                            TENANT:

<S>                                                  <C>
         Shoal Creek No. 2, L.C.                     Corniche Group Incorporated
         16901 North Dallas Parkway                  610 S. Industrial Blvd.
         Suite 126                                   Suite 200
         Dallas, Texas 75248                         Euless, Texas
</TABLE>

                                    ARTICLE I
                               TERM AND POSSESSION

SECTION 1.01. COMMENCEMENT AND EXPIRATION. The term of this Lease shall be the
period of time specified in Item 5 of the Basic Lease Provisions, adjusted as
provided below. The term shall commence on the Target Commencement Date shown in
Item 6 of the Basic Lease Provisions or such later date as the Premises



                                       3
<PAGE>   4

shall be tendered to Tenant as set forth below, or such earlier date as Tenant
takes possession or commences use of the Premises for any purpose, including
construction. The term of this Lease shall expire, without notice to Tenant, on
the Expiration Date (as defined below). If the Lease commences on any day other
than the first day of a calendar month, the term of the Lease shall be extended
by that part of that month necessary to cause the expiration of the term to be
on the last day of a calendar month. The dates of commencement ("Commencement
Date") and expiration ("Expiration Date"), shall be documented by Landlord and
Tenant by execution of an "Acceptance of Premises Amendment" attached hereto as
Exhibit "B" and made a part hereof.

SECTION 1.02. CONSTRUCTION OF LEASE SPACE IMPROVEMENTS AND POSSESSION. Landlord
will perform or cause to be performed the work as described in Exhibit "C", in
accordance with the terms of said Exhibit "C", in a good and workmanlike manner
and in compliance with applicable law, subject to events and delays beyond its
control for which Landlord will not be liable to Tenant in any way. In the event
any delays beyond the control of Landlord cause a delay in the tendering of the
Premises, of sixty (60) days after Tenant's execution of this Lease, Tenant
shall have the right to terminate this Lease as its sole remedy. Landlord will
tender the Premises to Tenant by providing fifteen days prior written notice of
the day on which Landlord's work is scheduled to be completed. Upon delivery of
possession of the Premises to Tenant, Landlord and Tenant shall execute the
above-mentioned Acceptance of Premises Amendment, which, besides fixing the
Commencement Date and Expiration Date, will contain acknowledgments that Tenant
has accepted the Premises and their condition, and that the Premises and the
Building are satisfactory in all respects except for minor "punch list" items
agreed to in writing by Landlord and Tenant, which Landlord will remedy. If
Tenant takes possession of the Premises, Tenant shall be deemed to have accepted
the Premises even though the Acceptance of Premises Amendment may not have been
executed.

In the event Tenant requires work in the Premises and Landlord does not perform
or cause the performance of that work ("Non-Standard Work" ), Landlord's notice
of tender of the Premises shall specify the day on which possession could have
been taken if Landlord had performed or caused the performance of the
Non-Standard Work. The Commencement Date in such a case shall be the earlier of
the date of completion of Tenant's Non-Standard Work or the date on which
possession could have been taken if Landlord had performed the Non-Standard
Work, notwithstanding that such Non-Standard Work may not be completed by Tenant
on such date.

SECTION 1.03. SURRENDER OF PREMISES. Upon the expiration or earlier termination
of this Lease, or upon the exercise by Landlord of its right to re-enter the
Premises without terminating this Lease, Tenant shall immediately surrender the
Premises and all keys to the Premises to Landlord, together with all
alterations, improvements and other property as provided elsewhere herein, in
good order, condition and repair, except for ordinary wear and tear, and damage
by fire or other casualty, provided that at Landlord's written request Tenant
shall remove at its expense any physical additions and/or alterations to the
Premises made subsequent to the Commencement Date by Tenant or at Tenant's
request if at the time Landlord granted its consent to such addition or
alteration Landlord advised Tenant that Landlord's consent to the addition or
alteration was conditioned upon Tenant's removal of the addition or alteration
at the termination of the Lease. Tenant shall, at its expense, promptly repair
any damage caused by removal of any other improvements requested by Landlord as
aforesaid, and shall restore the Premises to the condition existing prior to the
installation of the items removed. If Tenant fails to surrender the Premises in
the condition aforesaid, then Landlord may restore the Premises to such a
condition at Tenant's expense. Upon the expiration or earlier termination of
this Lease, Tenant will, at the option of Landlord, execute a Release of Lease
and Waiver of Claim, in recordable form, containing Tenant's release of all its
interest in the Premises.

SECTION 1.04. HOLDING OVER. In the event Tenant, or any party under Tenant
claiming rights to this Lease, retains possession of the Premises after the
expiration or earlier termination of this Lease, such possession shall be an
unlawful detainer, and no tenancy or interest shall result from such possession;
such parties shall be



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<PAGE>   5

subject to eviction and removal, and Tenant or any such party shall pay Landlord
as rent for the period of such holdover an amount equal to one and one-half
times the highest rental rate (including Additional Rent, as adjusted in Section
2.02.A.1 hereof) provided for in this Lease. Tenant shall also pay any and all
damages sustained by Landlord as a result of such holdover. Tenant will vacate
the Premises and deliver same to Landlord immediately upon Tenant's receipt of
notice from Landlord to so vacate. This provision shall not be deemed to waive
Landlord's right to re-entry or any other right hereunder or at law. The rent
during such holdover period shall be payable to Landlord on demand. No holding
over by Tenant, whether with or without consent of Landlord, shall operate to
extend this Lease.

                                    ARTICLE 2
                                      RENT

SECTION 2.01. BASIC RENT. Tenant shall pay as Basic Rent for the Premises the
annual sum shown in Item 4(a) of the Basic Lease Provisions. The Basic Rent
shall be payable in equal monthly installments (as shown in Item 4(b) of the
Basic Lease Provisions) in advance, without demand, deduction or setoff, except
as provided for herein, commencing on the Commencement Date (subject to the
provisions of Section 2.02.0 hereof) and continuing on the first day of each
calendar month thereafter. If the term of this Lease commences on a day other
than the first day of a calendar month, the rent for such partial month shall be
prorated in the proportion that the number of days (including the Commencement
Date) this Lease is in effect during such partial month bears to the number of
days in that calendar month.

SECTION 2.02. ADDITIONAL RENT.

A.       Definitions. For purposes of this Section 2.02, the following
         definitions shall apply:

1.       "Additional Rent" shall mean the sum of "Tenant's Proportionate Share
         of Building Operating Expenses," as deemed in Section 2.02.A.4 hereof.

2.       "Building Operating Expenses" shall mean all of Landlord's costs and
         expenses paid or incurred in operating and maintaining the Building for
         a particular calendar year or portion thereof as determined by Landlord
         in accordance with generally accepted accounting principles, including
         all additional costs and expenses of operation and maintenance of the
         Building which Landlord determines that it would have paid or incurred
         during such year, grossed up to 100% occupancy for the Building.
         Building Operating Expenses shall include by way of illustration but
         not limitation: insurance premiums; water, sewer, electrical and other
         utility charges; service and other charges incurred in the operation
         and maintenance of the elevators and the heating; ventilation and
         air-conditioning system; cleaning and other janitorial services; tools
         and supplies; repair costs; landscape maintenance costs; security
         services; license, permit and inspection fees; management fees and
         expenses; wages and related benefits payable to employees relating
         thereto; legal services; accounting services; trash removal: parking
         maintenance and operating costs; all other costs and expenses which
         would generally be regarded as operating and maintenance costs and
         expenses, including those which would normally be amortized over a
         period not to exceed five (5) years; all taxes, assessments and
         governmental charges of any kind and nature whatsoever lawfully levied
         or assessed against the Building and paid or incurred by Landlord for a
         particular calendar year or portion thereof; and any fees, expenses and
         costs incurred by Landlord in its efforts to ensure a fair and
         equitable tax burden on the Building or to contest the validity of any
         assessments, levies or tax rates. There shall also be included in
         Building Operating Expenses the cost of any capital improvement made to
         the Building by Landlord after the date of this Lease which is required
         under any governmental law or regulation or ordinance that was not
         applicable to the Building at the time it was constructed, or was
         applicable



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<PAGE>   6

         at the time of the Lease and has been amended or regulations have been
         issued thereon, amortized over such period as Landlord shall reasonably
         determine, together with an amount equal to interest at the rate of 8%
         per annum on the unamortized balance.

         If Landlord shall install a labor-saving device or other equipment
         which improves the operating efficiency of any system within the
         Building and thereby reduces Building Operating Expenses, the Landlord
         may add to Building Operating Expenses in each year during the useful
         life of such installed device or equipment an amount equal to the
         annual amortization allowance of the cost of such installed device or
         equipment as determined in accordance with applicable regulations of
         the Internal Revenue Service or generally accepted accounting
         principles, together with an amount equal to interest at the rate of 8%
         per annum on the unamortized balance thereof, provided, however, that
         the amount of such allowance and interest shall not exceed the annual
         cost or expense reduction attributed by Landlord to such installed
         device or equipment; and further provided, that in no event shall such
         allowance and interest increase Tenant's Additional Rent over what it
         would have been if such labor-saving device or other equipment had not
         been installed. Building Operating Expenses shall expressly exclude the
         following items:

         (a)      the cost of repairs made by Landlord resulting from damage,
                  destruction or condemnation of all or a portion of the
                  Building;

         (b)      the cost of preparing space in the Building for occupancy by
                  tenants;

         (c)      book depreciation on the Building;

         (d)      any amount paid for services rendered and/or materials
                  furnished to the Building to any person or entity which is in
                  excess of that which would have been reasonably paid by
                  Landlord in an arms-length transaction;

         (e)      the cost of any repair made by Landlord to remedy damage
                  caused by or resulting from the negligence of Landlord or its
                  agents, servants or employees;

         (f)      ground rent, if any;

         (g)      interest and principal amortization on mortgages presently
                  encumbering or hereafter encumbering the Property and charges
                  and fees incurred by Landlord in connection with the
                  procurement and recording of such mortgages;

         (h)      rent and additional rent paid by Landlord for its office space
                  in the Building or elsewhere and incidental expenses relating
                  to such office space;

         (i)      damages paid by Landlord and costs of litigation in connection
                  with actions by tenants for Landlord's negligence or claimed
                  breaches by it of its contractual obligations with such
                  tenants if such tenant prevails;

         (j)      the cost of repairs made by Landlord resulting from damage,
                  destruction or condemnation of all or a portion of the
                  Building, only to the extent Landlord receives insurance
                  proceeds or condemnation awards with respect thereto;

         (k)      to the extent that any employee of Landlord performs work or
                  services other than for the Building, the reasonably allocable
                  portion of his compensation with respect to work not performed
                  in connection with the Building; and

         (l)      the cost of any work or services rendered or performed by
                  Landlord for the benefit of any other tenant in the Building
                  to the extent such work or services are in excess of those to
                  be afforded or rendered to Tenant under this Lease.

3.       "Building Expense Percentage" shall mean the percentage specified in
         Item 3 of the Basic Lease Provisions, This percentage is determined by
         dividing Rentable area in the Premises, as specified in Item 2 of the
         Basic Lease Provisions by the total Rentable Area in the Building.



                                       6
<PAGE>   7

4.       "Tenant's Proportionate Share of Building Operating Expenses" shall be
         the dollar amount, if any, by which the product of Tenant's Building
         Expense Percentage multiplied by The Building Operating Expenses
         exceeds Tenant's Operating Expense Stop as specified in Item 4(c) of
         the Basic Lease Provisions.

B.       Payment Obligation. In addition to the Basic Rent specified in this
         Lease, Tenant shall pay to Landlord as Additional Rent for the
         Premises, in each calendar year or partial calendar year during the
         term of this lease, an amount equal to Tenant's Proportionate Share of
         Building Operating Expenses for such calendar year.

1.       Payment of Additional Rent. Tenant's Additional Rent shall be estimated
         by Landlord, in a reasonable manner and such estimate shall not be more
         than 105% of the actual operating expenses for the prior year (however
         the foregoing cap on the estimate shall not constitute a cap on the
         actual amount due), and written notice thereof shall be given to Tenant
         at least thirty (30) days prior to the Commencement Date or the
         beginning of each calendar year, as the case may be, or as soon
         thereafter as is reasonably possible. For any such remainder of the
         calendar year after the Commencement Date, Tenant shall pay to Landlord
         each month, at the same time the Basic Rent is due, an amount equal to
         the amount of such estimated Additional Rent for the remainder of such
         calendar year divided by the number of months remaining in such year,
         and for each calendar year thereafter, Tenant shall pay to Landlord
         each month, at the same time the Basic Rent is due, an amount equal to
         one-twelfth (1/12) of the estimated annual Additional Rent due.

2.       Revisions in Estimated Additional Rent. If Building Operating Expenses
         increase during a calendar year, Landlord may revise the Estimated
         Additional Rent during such year by giving Tenant written notice to
         that effect, and thereafter Tenant shall pay to Landlord, in each of
         the remaining months of such year, an additional amount equal to the
         amount of such increase in the estimated Additional Rent divided by the
         number of months remaining in such year.

3.       Adjustments to Actual Additional Rent. Within ninety (90) days after
         the end of each calendar year or as soon thereafter as is reasonably
         possible, Landlord shall prepare and deliver to Tenant a statement
         showing Tenant's actual Additional Rent. Within thirty (30) days after
         receipt of the aforementioned statement, Tenant shall pay to Landlord,
         or Landlord shall credit against the next Additional Rent payment or
         payments due from Tenant, as the case may be, the difference between
         Tenant's actual Additional Rent for the preceding calendar year and the
         estimated Additional Rent paid by Tenant during such year.

C.       Rent. The Basic Rent, the Additional Rent, and all other sums required
         to be paid by Tenant hereunder, including any sums due for construction
         in the Premises, are sometimes collectively referred to as, and shall
         constitute, "Rent". Rent shall be paid by Tenant when due, without
         prior demand therefor, and without deduction or setoff unless otherwise
         specifically provided herein, at the office of the building manager or
         at such other place as Landlord may designate.

         In the event any installment of Rent under this Lease shall not be paid
         when due, then further Rent in the amount of Ten Cents (.10) per each
         dollar so overdue may be charged by Landlord in consideration of
         Landlord's administration expense and time consumed incident to the
         handling of such overdue installment or Rent. Acceptance of such
         further Rent shall in no event constitute a waiver of Tenant's default
         with respect to such overdue amount, nor prevent Landlord from
         exercising any of the other rights and remedies granted hereunder.



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<PAGE>   8

D.       Deposit - First Month's Rent. Tenant shall deposit with Landlord, on
         execution of this Lease, a sum equal to one full month's total rent
         installment as set forth in Item 4(b) of the Basic Lease Provisions
         which shall be credited to the first installment(s) of basic Rent and
         Additional Rent due hereunder.

                                    ARTICLE 3
                                SECURITY DEPOSIT

Tenant has paid or will pay Landlord the sum set forth in Item 8 of the Basic
Lease Provisions as security for the performance of the terms hereof by Tenant.
Tenant shall not be entitled to interest thereon. If Tenant defaults with
respect to any provision of this Lease, and fails to cure same within any
applicable cure period or grace period, if any, Landlord may, but shall not be
required to, use, apply or retain all or part of this security deposit for the
payment of any Rent or any other sum in default, or for the payment of any other
amount which Landlord may spend or become obligated to spend by reason of
Tenant's default, or to compensate Landlord for any other loss or damage which
Landlord may suffer by reason of Tenant's default, including, without
limitation, costs and attorneys' fees incurred by Landlord to recover possession
of the Premises. If any portion of said deposit is so used or applied, Tenant
shall, within five (5) days of demand therefor, deposit cash with Landlord in an
amount sufficient to restore the security deposit to its original amount and
Tenant's failure to do so shall constitute a default hereunder by Tenant. If
Tenant shall fully and faithfully perform every provision of this Lease to be
performed by it, the security deposit shall be returned to Tenant within thirty
(30) days of the Expiration Date.

                                    ARTICLE 4
                                OCCUPANCY AND USE

SECTION 4.01. USE OF PREMISES. The Premises shall be used solely for the purpose
specified in Item 10 of the Basic Lease Provisions. Tenant will not use, occupy
or permit the use or occupancy of the Premises for any purpose which is
forbidden by law, ordinance or governmental or municipal regulation or order, or
which may be dangerous to life, limb or property, or permit the maintenance of
any public or private nuisance, or do or permit any other thing which may
disturb the quiet enjoyment of any other tenant of the Building; or keep any
substance or carry on or permit any operation which might emit offensive odors
or conditions into other portions of the Building: or at any time sell,
purchase, or give away, or permit, except with Landlord's prior written
approval, the sale, purchase, or gift of food in any form by or to any of
Tenant's agents or employees or other parties in the Premises; or use any
apparatus which might make undue noise or set up vibrations in the Building; or
permit anything to be done which would increase the fire and extended coverage
insurance rate on the Building or contents, and if there is any increase in such
rate by reason of acts of Tenant, then Tenant agrees to pay such increase
promptly upon demand therefor by Landlord. Payment by Tenant of any such rate
increase shall not be a waiver of Tenant's duty to comply herewith.

SECTION 4.02. RULES AND REGULATIONS. Tenant shall comply with all rules and
regulations set forth in Exhibit "D" attached hereto and forming a part hereof,
Landlord shall have the right at all times to change such rules and regulations
or to amend them in any reasonable manner. All changes and amendments will be
sent by Landlord to Tenant in writing and shall be thereafter carried out and
observed by Tenant. Landlord shall apply such rules and regulations against all
Tenants in a uniform manner.

SECTION 4.03. SIGNS. Tenant shall not inscribe, paint, affix or display any
signs, advancements or notices on or in the Building, except for such tenant
identification information as Landlord permits to be included or shown on the
directory in the main lobby and adjacent to the access door or doors to the
Premises.

SECTION 4.04. ACCESS. Landlord or its authorized agents shall at any and all
reasonable times have the right



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<PAGE>   9

to enter the Premises to inspect the same, to supply janitorial service or any
other service to be provided by Landlord to Tenant hereunder, to show the
Premises to prospective lenders, purchasers or tenants, to alter, improve or
repair the Premises or any other portion of the Building, all without being
deemed guilty of an eviction of Tenant and without abatement of Rent, and may
for that purpose erect scaffolding and other necessary structures where
reasonably required by the character of the work to be performed, provided the
business of Tenant shall be interfered with as little as is reasonably
practicable. Tenant hereby waives any claim for damages for any injury or
inconvenience to or interference with Tenant's business any loss of occupancy or
quiet enjoyment of the Premises, and any other loss occasioned thereby. For each
of the aforesaid purposes, Landlord shall at all times have and retain a key
with which to unlock all of the doors in, upon and about the Premises, excluding
Tenant's vaults and safes. Landlord shall have the right to use any and all
means which Landlord may deem proper to open any door(s) in an emergency without
liability therefor. Tenant shall not change Landlord's lock system or in any way
prohibit Landlord from entering the Premises.

SECTION 4.05. QUIET POSSESSION. Upon Tenant's paying the Rent reserved hereunder
and observing and performing all of the covenants, conditions and provisions on
Tenant's part to be observed and performed hereunder, Tenant shall have the
quiet possession of the Premises for the entire term of this Lease, subject to
all of the provisions of this Lease.

                                    ARTICLE 5
                             UTILITIES AND SERVICES

SECTION 5.01. SERVICES TO BE PROVIDED. Provided Tenant is not in default
hereunder, Landlord agrees to furnish or cause to be furnished to the Premises
the utilities and services described below, subject to the conditions and in
accordance with the standards set forth herein;

A.       Landlord shall provide automatic elevator facilities on Monday through
         Friday from 6:45 a.m. to 7:00 p.m. and on Saturdays from 8 a.m. to 1
         p.m., holidays excepted, and have at least one elevator available for
         use at all other times.

B.       Monday through Sunday from 5:00 a.m. to 11:00 p.m. Landlord shall
         ventilate the Premises and furnish heat or air conditioning, at such
         temperatures and in such amounts as Landlord deems standard, when, in
         the judgment of Landlord, it is required for the comfortable occupancy
         of the Premises, subject to any governmental requirements or standards
         relating to, among other things, energy conservation. Upon request,
         Landlord shall make available at Tenant's expense after-hours heat or
         air conditioning. The minimum charge and the hourly rate for the use of
         after hours heat or air conditioning shall be determined from time to
         time by Landlord and confirmed in writing to Tenant. Subject to the
         foregoing, Tenant shall have access to the Premises 24 hours per day,
         seven days per week.

C.       Landlord shall furnish to the Premises at all times, subject to
         interruptions beyond Landlord's control, electric current as required
         by the building standard office lighting and outlets. Tenant's use of
         electric current shall at no time exceed the capacity of the feeders to
         the Building or the risers or wiring installation. Tenant shall not
         install or use or permit the installation or use of any computer or
         electronic data processing equipment or similar machines of high
         electrical consumption greater than 110-115 volts in the Premises,
         without the prior written consent of Landlord, which consent shall not
         be unreasonably withheld. Should such consent be granted by Landlord,
         electrical consumption in the Premises, or in that portion of the
         Premises affected by such installation, will, at Landlord's option, be
         separately metered. All costs associated with any such separate
         metering required by Landlord, including but not limited to



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<PAGE>   10

         installation of any separate metering devices and the costs of all
         electrical consumption generated thereon, shall be borne by Tenant.

D.       Landlord shall furnish water for drinking, cleaning and lavatory
         purposes only.

E.       Landlord shall provide janitorial services to the Premises, comparable
         to that provided in other similar office buildings in the Dallas/Ft.
         Worth area, provided the Premises are used exclusively as offices.

SECTION 5.02. ADDITIONAL SERVICES. Landlord may impose a reasonable charge for
any utilities and services, including without limitation, air conditioning,
electrical current, and water, provided by Landlord by reason of any substantial
use of the Premises at any time other than the hours set forth above or for any
use beyond what Landlord agrees herein to furnish or because of special
electrical, cooling and ventilating needs created by Tenant's hybrid telephone
equipment, computers and other similar equipment or uses.

SECTION 5.03. TENANT'S OBLIGATION. Tenant agrees to cooperate fully at all times
with Landlord and to abide by all regulations and requirements which Landlord
may prescribe for the use of the above utilities and services. Any failure to
pay any excess costs as described above upon demand by Landlord shall constitute
a breach of the obligation to pay Rent under this Lease and shall entitle the
Landlord to the rights herein granted for such breach.

SECTION 5.04. SERVICE INTERRUPTION. Landlord shall not be liable for, and Tenant
shall not be entitled to, any abatement or reduction of Rent by reason of
Landlord's failure to maintain temperature or electrical constancy levels or to
furnish any of the foregoing services when such failure is caused by accident,
breakage, repairs, strikes, lockouts or other labor disturbance or labor dispute
of any character, governmental regulation, moratorium or other government;
action, inability by exercise of reasonable diligence to obtain electricity,
water or fuel, or by any other cause beyond Landlord's reasonable control. Nor
shall any such failure, stoppage or interruption of any such service be
construed as an eviction of Tenant, or relieve Tenant from the obligation to
perform any covenant or agreement herein, and in no event shall Landlord be
liable for damage to persons or property, or in default hereunder, as a result
of such failure, stoppage or interruption of any such service. In the event of
any failure, stoppage or interruption thereof, however, Landlord shall use
reasonable diligence to resume service promptly.

SECTION 5.05. MODIFICATIONS. Notwithstanding anything herein above to the
contrary, Landlord reserves the right from time to time to make reasonable and
nondiscriminatory modifications to the above standards for utilities and
services.

                                    ARTICLE 6
               REPAIRS, MAINTENANCE, ALTERATIONS AND IMPROVEMENTS

SECTION 6.01. REPAIR AND MAINTENANCE OF THE BUILDING. Landlord shall provide for
the cleaning and maintenance of the public portions of the Building. Unless
otherwise expressly stipulated herein, Landlord shall not be required to make
any improvements or repairs of any kind or character on the Premises during the
term of this Lease, except repairs to the exterior walls, corridors, windows,
roof, other structural elements and equipment of the Building, plumbing,
electrical or other mechanical devices, and such additional maintenance as may
be necessary because of damage by persons other than Tenant, its agents,
employees, invitees or visitors. Landlord shall not be liable to Tenant for
losses due to theft or burglary or for damages done by unauthorized persons on
the Premises.



                                       10
<PAGE>   11

SECTION 6.02. IMPROVEMENTS AND ALTERATIONS.

A.       Landlord's sole construction obligation under this Lease is as set
         forth in the Agreement for Construction attached hereto as Exhibit "C"
         and incorporated herein by this reference.

B.       Landlord shall have the right at any time to change arrangement,
         location and/or size of entrances or passageways, doors and doorways,
         and corridors, elevators, stairs, toilets or other public parts of the
         Building and, upon giving Tenant reasonable notice thereof, to change
         the name, number or designation by which the Building is commonly
         known.

C.       Tenant shall not make any alterations, additions or improvements to the
         Premises without the prior written consent of Landlord which consent
         shall not be unreasonably withheld. Should Landlord's consent be
         granted, any such alterations, additions or improvements made by Tenant
         shall be at Tenant's sole cost and expense. Any contractor or person
         making such improvements must first be approve in writing by Landlord,
         all such alterations, additions or improvements (except movable
         furniture and trade fixtures) shall become the property of Landlord,
         and unless Landlord requires Tenant to remove such alterations and
         additions pursuant to Section 1.03 herein, shall be surrendered with
         the Premises, as a part thereof, at the expiration or earlier
         termination of this Lease. All work performed by Tenant or it's
         contractor shall conform to applicable governmental laws, rules and
         regulations.

SECTION 6.03. LANDLORD'S OPTION TO REPAIR. Landlord may, at its option and at
the cost and expense of Tenant, unless covered by Landlord's insurance, repair
or replace any damage or injury done to the Building or any part thereof caused
by Tenant, Tenant's agents, employees, licensees, invitees or visitors. Tenant
shall pay the cost thereof, plus interest thereon as provided in Section 15.13
herein, to Landlord on demand. Tenant further agrees to maintain and keep the
interior of the Premises in good repair and condition at Tenant's expense.
Tenant agrees not to commit or allow any waste or damage to be committed on any
portion of the Premises.




                                       11
<PAGE>   12

                                    ARTICLE 7
                            DAMAGE, FIRE AND CASUALTY

SECTION 7.01. TOTAL OR PARTIAL DESTRUCTION OF THE BUILDING OR PREMISES.
If the Building is totally destroyed by fire or other casualty or if the
Premises or the building are so damaged that rebuilding or repairs cannot be
completed within one hundred eighty (180) days after the date of such damage, or
determined by Landlord and Tenant. Landlord or Tenant may at its option
terminate this Lease, in which event the Rent shall be abated during the
unexpired portion of this Lease effective on the date of such damage. If the
Building or the Premises are damaged by fire or other casualty covered by
Landlord's insurance, but only to such extent that rebuilding or repairs can be
completed within one hundred eighty (180) days after the date of such damage or
if the damage should be more serious but Landlord does not elect to terminate
this Lease, in either such event Landlord shall within thirty (30) days after
the date of such damage shall proceed with reasonable diligence to restore the
Building and/or Premises to substantially the same condition in which it was
immediately prior to the happening of the casualty, except that Landlord shall
not be required to rebuild, repair or replace any part of the furniture,
equipment, fixtures and other improvements which may have been placed by Tenant
or other tenants within the Building or Premises. Landlord shall allow Tenant a
fair diminution of rent during the time the Premises are unfit for occupancy. In
the event any mortgagee under a deed of trust, security agreement or mortgage on
the Building should require that the insurance proceeds be used to retire the
mortgage debt, Landlord shall have no obligation to rebuild and this Lease shall
terminate upon notice to Tenant. The insurance which shall carried by Landlord
pursuant to Section 7.04 hereof and by Tenant pursuant to 7.03. B hereof shall
be for the sole benefit of the party carrying such insurance and under its sole
control.

SECTION 7.02. TENANT'S RESPONSIBILITIES.

A. If the building or the Premises shall be damaged by fire or other casualty
resulting from the fault or policy form with a minimum limit of liability of
$1,000,000.00 in respect to injuries, death or property damage, and (b) Worker's
Compensation insurance in form and amounts as required by law.

SECTION 7.04. LANDLORD'S INSURANCE. Landlord shall at all times during the term
of this Lease, maintain in effect a policy or policies of insurance covering the
Building (excluding property required to be insured by Tenant) in such amounts
as Landlord may from time to time determine, but at least covering the
replacement cost of the Building, providing protection against loss or damage by
fire, explosion or other hazards and contingencies together with insurance
against sprinkler damage, vandalism and malicious mischief, and such other risks
as Landlord may from time to time determine and with any such deductibles as
Landlord may from time to time determine. Landlord reserves the right to self
insure the Building.

Any insurance provided for in this Section 7.04 may be effected by a policy or
policies of blanket insurance, covering additional items or locations or
assureds, provided that the requirements of this Paragraph are otherwise
satisfied. Tenant shall have no rights in any policy or policies maintained by
Landlord and shall not, by reason of payment by Tenant, as part of the Building
Operating Expenses, of its prorata share of the Landlord's premium for the
insurance, be entitled to be a named insured thereunder.

SECTION 7.05. WAIVER OF SUBROGATION. Landlord and Tenant hereby waive any rights
each may have against the other, on account of any loss or damage occasioned to
Landlord or Tenant, as the case may be, their respective property, the Premises,
its contents or to the other portion of the Building arising from any risk
generally covered by fire and extended coverage insurance. The parties hereto
each, on behalf of their respective insurance companies insuring the property of
either Landlord or Tenant against any such loss, waive any right of subrogation
that it may have against Landlord or Tenant, as the case may be. Each party to
the Lease agrees immediately to give to each such insurance company written
notification of the terms of the mutual waivers



                                       12
<PAGE>   13

contained in this paragraph, and to have said insurance policies properly
endorsed, if necessary, to prevent the invalidation of said insurance coverage
by reason of said waivers.

                                    ARTICLE 8
                                  CONDEMNATION

In the event the Building, or any portion thereof necessary, in the sole opinion
of Landlord, to the continued efficient and/or economically feasible use of the
Building shall be taken or condemned in whole or in part for public purposes, or
sold to a condemning authority to prevent taking, then the term of this Lease
shall, at the option of the Landlord, forthwith cease and terminate, and the
Landlord shall receive the entire award for land and buildings; Tenant hereby
expressly assigns to Landlord any and all right, title and interest of Tenant
now or hereafter arising in and to any such award. Tenant shall have the right
to recover from such authority, but not from Landlord, only any compensation as
may be awarded to Tenant on account of moving and relocation expenses and
depreciation to and removal of Tenant's physical property.

                                    ARTICLE 9
                                      LIENS

Tenant shall keep the premises free from any liens arising out of any work
performed, materials negligence of Tenant, or the agents, employees, licensees
or invitees of Tenant (except as set forth in Section 7.05), such damage shall
be repaired by and at the expense of Tenant, unless covered by Landlord's
insurance, under the direction and supervision of Landlord, and Rent shall
continue without abatement.

B.       Except for that portion, if any, of Landlord's gross negligence or
         willful misconduct not waived by Tenant, Tenant covenants that Landlord
         shall not be liable for any damage or liability of any kind or for any
         injury to or death of persons or damage to property of Tenant or any
         other person during the term of this Lease, including consequential
         loss or damage from any cause whatsoever by reason of the construction,
         use, occupancy or enjoyment of the Premises by Tenant or any person
         therein or holding under Tenant or by or through the acts or omissions
         of other tenants of the Building or Landlord. Tenant hereby agrees, as
         part of the material consideration for this Lease, to indemnify and
         save Landlord harmless from all claims, actions demands, costs and
         expenses and liability whatsoever, including reasonable attorneys'
         fees, on account of any such real or claimed damage or liability, and
         from all liens, claims and demands occurring in, on or at the Premises,
         or arising out of the construction, use, occupancy or enjoyment or the
         Premises and its facilities, or any repairs or alterations which Tenant
         may make upon the Premises.

SECTION 7.03. TENANT'S INSURANCE. Tenant covenants and agrees that from and
after the date of delivery of the Premises from Landlord to Tenant, Tenant will
carry and maintain, at its sole cost and expense, the following, types of
insurance, in the amounts specified and in the form hereinafter provided, as
follows:

A.       Commercial General Liability Insurance on an occurrence policy form
         covering the Premises and Tenant's use thereof against claims for
         bodily injury or death and property damage occurring upon, in or about
         the Premises, such insurance to insure both Landlord and Tenant and to
         afford protection to the limit of not less than $1,000,000.00 each
         occurrence in respect to injuries, death or property damage to any
         number of persons arising out of any one occurrence. Such insurance
         shall name Landlord as additional insured and shall provide that it is
         primary insurance. This insurance coverage shall extend to any
         liability of Tenant arising out of the indemnities provided for in
         Section 7.02.

B.       Tenant Improvements and Property Insurance covering all leasehold
         improvements, heating, ventilating



                                       13
<PAGE>   14

         and air-conditioning equipment installed by reason of Tenant's
         Non-Standard Work, fixtures installed by or at the expense of Tenant;
         and personal property in, on or upon the Premises, in an amount not
         less than 100% of full replacement cost thereof.

C.       Worker's Compensation in statutory amounts and Employer's Liability in
         an amount not less than $100,000.

Tenant agrees to provide Landlord, on or prior to the Commencement Date, with
certificates of such insurance evidencing the specified types and amounts of
insurance required above and to permit Landlord at all reasonable times to
inspect the policies or insurance required herein. Landlord shall receive thirty
(30) calendar days written notice from the insurer prior to any cancellation or
material change of coverage referenced in Article 7.

Tenant shall require any third party vendor or contractor performing work on the
Premises to carry and maintain at no expense to Landlord: (a) Commercial General
Liability Insurance on an occurrence furnished, or obligations incurred by or
for Tenant. In the event that Tenant shall not, within thirty (30) days
following the imposition of any such lien, cause the same to be released of
record by payment or posting of a proper bond, Landlord shall have, in addition
to all other remedies provided herein and by law, the right but not the
obligation, to cause the same to be released by such means as it shall deem
proper, including payment of or defense against the claim giving rise to such
lien. All sums paid by Landlord and all expenses incurred by it in connection
therewith shall create automatically an obligation of Tenant to pay, on demand,
an equivalent amount, plus interest thereon as provided in Section 15.13 herein,
as Rent. No work which Landlord permits Tenant to perform in the Premises shall
be deemed to be for the immediate use and benefit of Landlord so that no
mechanics or other lien shall be allowed against the estate of Landlord by
reason of its consent to such work.

                                   ARTICLE 10
                           TAXES ON TENANT'S PROPERTY

Tenant shall be liable for and shall pay, prior to their becoming delinquent,
any and all taxes and assessments levied against any personal property or trade
or other fixtures placed by Tenant in or about the Premises, including any
additional real estate taxes or assessments which Building by reason of Tenant's
requirements for work in the Premises.

                                   ARTICLE 11
                            SUBLETTING AND ASSIGNING

Tenant shall not assign this Lease, or allow it to be assigned, in whole or in
part, by operation of law or otherwise or mortgage or pledge the same, or sublet
the Premises or any part thereof or permit the Premises to be occupied by any
firm, person, partnership or corporation or any combination thereof, other than
Tenant or Tenant's parent company or subsidiaries, without the prior written
consent of Landlord which shall nor be unreasonably withheld. In no event shall
any assignment or sublease ever release Tenant from any obligation or liability
hereunder. No assignee or subleasee of the Premises or any portion thereof may
assign or sublet the Premises or any portion thereof. Consent by Landlord to one
or more assignments or subletting shall not operate as a waiver of Landlord's
rights as to any subsequent assignments and/or sublettings. All reasonable legal
fees and expenses incurred by Landlord in connection with any assignment or
sublease proposed by Tenant will be the responsibility of Tenant and will be
paid by Tenant within five (5) days of receipt of an invoice from Landlord. In
addition, Tenant will pay to Landlord an administrative overhead fee of $500.00
in consideration for Landlord's review of any requested assignment or sublease.

Tenant hereby irrevocably authorizes and directs any such subtenant, upon
receipt of a written notice from



                                       14
<PAGE>   15

Landlord stating that a default exists in the performance of Tenant's
obligations under this Lease, to pay to Landlord the rents due and to become due
under the sublease. Tenant agrees that such subtenant shall have the right to
rely upon any such statement and request from Landlord, and that such subtenant
shall pay such rents to Landlord without any obligation or right to inquire as
to whether such default exists and notwithstanding any notice from or claim from
Tenant to the contrary. Tenant shall have no right or claim against said
subtenant or Landlord for any such rents so paid by said subtenant to Landlord.

Any subtenant shall, by reason of entering into a sublease under this Lease, be
deemed, for the benefit of Landlord, to have assumed and agreed to conform and
comply with each and every obligation herein to be performed by Tenant other
than such obligations as are contrary to or inconsistent with provisions
contained in a sublease to which Landlord has expressly consented in writing. In
lieu of accepting the subleases, Landlord has the option to terminate this lease
at their sole discretion.

In the event Tenant shall default in the performance of its obligations under
this Lease, Landlord at its option and without any obligation to do so, may
require any subtenant to attorn to Landlord, in which event Landlord shall
undertake the obligations of Tenant under such sublease from the time of the
exercise of said option to the termination of such sublease; provided, however,
Landlord shall not be liable for any prepaid rents or security deposit paid by
such subtenant to Tenant or for any other prior defaults or Tenant under such
sublease.

If the rent due and payable by any assignee or subleasee under any such
permitted assignment or sublease (or a combination of the rent payable under
such assignment or sublease plus any bonus or any other consideration therefor
or any payment, incident thereto) exceeds the Rent payable under the Lease for
such space, Tenant shall pay to Landlord all such excess rent and other excess
consideration within ten (10) days following receipt thereof by Tenant.

                                   ARTICLE 12
                              TRANSFERS BY LANDLORD

SECTION 12.01. SALE OF THE BUILDING. In the event of a sale, assignment,
transfer or conveyance by Landlord of all of the Building, the same shall
operate to release Landlord from any and all liability under this Lease arising
after the date of such sale, assignment, transfer or conveyance. If any security
deposit has been made by Tenant, Landlord shall either transfer such security
deposit to the purchaser, or give a credit in the amount of the security
deposit, thereupon Landlord shall be discharged from any further liability in
reference thereto.

SECTION 12.02. SUBORDINATION AND ATTORNMENT.

A.       This Lease is subject and subordinate to any lease wherein Landlord is
         the tenant and to the liens of any and all mortgage or deeds of trust,
         regardless of whether such lease, mortgages or deeds of trust now exist
         or may hereafter be created with regard to all or any part of the
         Building, and to any and all advances to be made thereunder, and to the
         interest thereon, and all modifications, consolidations, renewals,
         replacements and extensions thereof. Tenant also agrees that any
         lessor, mortgagee or trustee may elect to have this Lease prior to any
         lease or lien of its mortgage or deed of trust, and in the event of
         such election and upon notification by such lessor, mortgagee or
         trustee to Tenant to that effect, this Lease shall be deemed prior to
         the said lease, mortgage or deed of trust, whether this Lease is dated
         prior to or subsequent to the date of said lease, mortgage or trust
         deed.

B.       Tenant shall, in the event of the sale, assignment, transfer or
         conveyance of Landlord's interest in the



                                       15
<PAGE>   16

         Premises (except in a sale-leaseback financing transaction), or in the
         event of the termination of any lease in a sale-leaseback financing
         transaction wherein Landlord is the lessee, attorn to and recognize
         such purchaser or assignee or mortgagee as Landlord under this Lease.

C.       Tenant shall, in the event of any proceedings brought for the
         foreclosure of, or in the event of the exercise of the power of sale
         under, any mortgage or deed of trust covering the Promises, attorn to
         and recognize such purchaser or assignee or mortgagee as Landlord under
         this Lease.

D.       The above subordination and attornment clauses shall be self-operative
         and no further instruments of subordination or attornment need be
         required by any mortgagee, trustee, lessor, purchaser or assignee. In
         confirmation thereof, Tenant agrees that, upon the request of Landlord,
         or any such lessor, mortgagee, trustee, purchaser or assignee, Tenant
         shall execute and deliver whatever instruments may be required for such
         purposes and to carry out the intent of this Section.

                                   ARTICLE 13
                                     DEFAULT

SECTION 13.01. DEFAULTS BY TENANT. The occurrence of any of the events described
in subsections 13.011 through 13.018 shall constitute a default by Tenant under
this Lease.

13.011. FAILURE TO PAY RENT. With respect to any payment of Rent not made by
Tenant when due, the failure by Tenant to make such payment to Landlord within
five (5) business days after Tenant receives written notice specifying that the
payment was not made when due.

13.012. FAILURE TO PERFORM. Except for a failure covered by subsection 13.011
above, any failure by Tenant to observe and perform any provision of this Lease
to be observed or performed by Tenant where such failure continues for thirty
(30) days after written notice to Tenant, provided that if such failure cannot
be cured within said thirty (30) day period, Tenant shall not be in default
hereunder so long as Tenant commences curative action within such thirty (30)
day period, diligently and continuously pursues the curative action and fully
and completely cures the failure within sixty (60) days after such written
notice to Tenant.

13.013. BANKRUPTCY, INSOLVENCY, ETC. Tenant or any guarantor of Tenant's
obligations hereunder (hereinafter called "Guarantor") whether one (1) or more,
(i) cannot meet its obligations as they become due, (ii) becomes or is declared
insolvent according to any law, (iii) makes a transfer in fraud of creditors
according to any applicable law, (iv) assigns or conveys all or a substantial
portion of its property for the benefit of creditors or (v) Tenant or Guarantor
files a petition for relief under the Federal Bankruptcy Code or any other
present or future federal or state insolvency, bankruptcy or similar law
(collectively, "applicable bankruptcy law"); a receiver or trustee is appointed
for Tenant or Guarantor or its property; the interest of Tenant or Guarantor
under this Lease is levied on under execution or under other legal process; any
involuntary petition is filed against Tenant or Guarantor under applicable
bankruptcy law; or any action is taken to reorganize or modify Tenant's or
Guarantor capital structure if either Tenant or Guarantor be a corporation or
other entity (provided that no such levy, execution, legal process or petition
filed against Tenant or Guarantor Shall constitute a breach of this Lease if
Tenant or Guarantor shall vigorously contest the same by appropriate proceedings
and shall remove or vacate the same within ninety (90) days from the date of its
creation, service or filing).

13.014. ABANDONMENT. The abandonment of the Premises by Tenant.

13.015. VACATION. The vacating of the Premises by Tenant, which shall be
conclusively presumed if Tenant is absent from the Premises for ten (10)
consecutive days or more or if Tenant shall fail to move into or take



                                       16
<PAGE>   17

possession of the Premises within ten (10) days after the date on which Rent is
to commence under the terms of this Lease.

13.016. LOSS OF RIGHT TO DO BUSINESS. If Tenant is a corporation or limited
partnership, Tenant fails to maintain its right to do business in the State of
Texas or fails to pay any applicable annual franchise taxes as and when same
become finally due and payable.

13.017. DISSOLUTION OR LIQUIDATION. If Tenant is a corporation or partnership,
Tenant dissolves or liquidates or otherwise fails to maintain its corporate or
partnership structure, as applicable.

13.018. FINANCIAL STATEMENT. The discovery by Landlord that any financial
statement given to Landlord by Tenant, or its successor in interest or by any
guarantor of Tenant's obligation hereunder, was materially false.

With respect to the defaults described in subsections 13.013 through 13.018,
Landlord shall be obligated to leave Tenant written notices of default and
Tenant shall have thirty (30) days to cure such defaults.

SECTION 13.02. REMEDIES OF LANDLORD. Upon the occurrence of any event of default
specified in this Lease, Landlord, at its option, may have one or more of the
following remedies, in addition to all other rights and remedies provided at law
or in equity:

A.       Landlord may terminate this Lease and without further notice repossess
         the Premises and be entitled to recover all damages incurred by
         Landlord by reason of Tenant's default including, but not limited to, a
         sum of money equal to the total of (1) the cost of recovering the
         Premises, (2) the unpaid Rent earned at the time of termination, plus
         interest thereon, (3) Late Charges on unpaid Rent and accrued interest
         thereon, (4) the balance of the Rent for the remainder of the term, (5)
         costs of reletting and refurbishing, and (6) any other sum of money and
         damages owed by Tenant to Landlord.

B.       Landlord may immediately terminate Tenant's right of possession of the
         Premises but not terminate the Lease, and without notice or demand
         enter upon the Premises or any part thereof and take absolute
         possession of the same, expel or remove Tenant and any other person or
         entity who may be occupying the Premises, by force if necessary, change
         the locks, and at Landlord's option. Landlord may relet the Premises or
         any part thereof for such terms and such rents as Landlord may
         reasonably elect. In the event Landlord shall elect to so relet, then
         rent received by Landlord from such reletting shall be applied first,
         to the payment of any indebtedness other than Rent due hereunder from
         Tenant to Landlord, second, to the payment of any cost of such
         reletting, including, without limitation, refurbishing costs and
         leasing, commissions, and third, to the payment of Rent due and unpaid
         hereunder, and Tenant shall satisfy and pay any deficiency upon demand
         therefor from time to time. Any entry into and possession of the
         Premises by Landlord under this Article shall be without liability or
         responsibility for damages to Tenant and shall not be in lieu of or in
         substitution for any other rights of Landlord hereunder or at law or in
         equity Tenant further agrees that Landlord may file suit to recover any
         sums due under the terms of this Article and that no recovery of any
         portion due Landlord hereunder shall be any defense to any subsequent
         action brought for any amount not therefore reduced to judgment in
         favor of Landlord. reletting of the Premises shall not be construed as
         an election on the part of Landlord to terminate this Lease and,
         notwithstanding any such reletting without termination, Landlord may at
         any time thereafter elect to terminate this Lease for such previous
         breach.

Tenant shall pay any Landlord's costs, charges and expenses, including the fees
of legal counsel, agents and others retained by Landlord, incurred in enforcing
Tenant's obligations hereunder or incurred by Landlord in any litigation,
negotiation or transaction in which Tenant causes Landlord to become involved or
concerned, including,



                                       17
<PAGE>   18

but not limited to, all attorney's fees and any other costs and expenses
incurred in the preparation and service of notices of default and consultations
in connection therewith, whether or not a legal action is subsequently commenced
in connection with such default.

SECTION 13.03. LANDLORD'S LIEN AND SECURITY INTEREST. To assure payment of Rent
and all other sums due hereunder and which may become due hereafter, and to
assure faithful performance of all other covenants of this Lease, Tenant hereby
grants to Landlord an express contract lien on and security interest in and to
all present and future receivables of Tenant and all property, chattels or
merchandise now or hereafter owned by Tenant which may be placed on the
Premises, including, but not limited to, all equipment, inventory and fixtures
now owned or hereafter acquired. Landlord's lien and security interest shall
continue in such property of Tenant so long as Tenant is indebted to Landlord
under the terms of this Lease, regardless of whether the Tenant moves from the
Premises or such property is removed from the Premises. Landlord's lien and
security interest also extends to all proceeds of any insurance which may accrue
to Tenant by reason of damage or destruction of any such property. Landlord
shall have all the rights and remedies of a secured party under the Texas
Business and Commerce Code and other laws of Texas, and this lien and security
interest may be foreclosed as provided in the Texas Business and Commerce Code
or by judicial process. Tenant will be in default under this security agreement
at such time as Tenant may be in default under this Lease, said events of
default having been described in other parts of this Lease. The use of one
foreclosure procedure shall not be a bar to foreclosure by any other procedure.
Tenant shall execute all security agreements, financing statements and other
documents as required by Landlord to secure Landlord's rights established
herein. The lien and security interest herein granted shall be cumulative of and
in addition to any statutory lien rights in favor of Landlord, now or hereafter
existing.

SECTION 13.04. DEFAULTS BY LANDLORD. Except as otherwise provided in this Lease,
Landlord shall be in default under this Lease if Landlord fails to perform any
of its obligations hereunder and said failure continues for a period of thirty
(30) days after written notice thereof from Tenant to Landlord (unless such
failure cannot reasonably be cured within thirty (30) days and Landlord shall
have commenced to cure said failure within said thirty (30) days and continues
diligently to pursue the curing of the same). If Landlord shall be in default
under this Lease and, if as a consequence of such default, Tenant shall recover
a money judgment against Landlord, such judgment shall be satisfied only out of
the right, title and interest of Landlord in the Building as the same may then
be encumbered and Landlord shall not be liable for any deficiency. In no event
shall Tenant have the right to levy execution against any property of Landlord
other than its interest in the Building as herein before expressly provided.


                                   ARTICLE 14
                                     NOTICES

All notices which Landlord or Tenant may be required, or may desire, to serve on
the other shall be in writing and may be served, as an alternative to personal
service, by depositing the same with the U. S. Postal Service, by registered or
certified mail, postage prepaid, addressed as follows: (i) to Landlord at the
address set forth in Item 11 of the Basic Lease Provisions; and (ii) prior to
the Commencement Date of this Lease, to Tenant at the address set forth in Item
11 of the Basic Lease Provisions and (iii) after the Commencement Date, to
Tenant at the Premises. Any notices by mail as aforesaid shall be deemed
delivered, served and given two (2) business days after deposit of the same with
the U. S. Postal Service. The addresses stated above shall be effective for all
notices to the respective parties until written notice of a change of address is
given pursuant to the provisions hereof.



                                       18
<PAGE>   19

                                   ARTICLE 15
                            MISCELLANEOUS PROVISIONS

SECTION 15.01. ESTOPPEL CERTIFICATE. Tenant shall, upon the request of the
Landlord or any first mortgagee of Landlord, without additional consideration,
deliver an Estoppel Certificate, containing the following information and
statements, if true:

A.       This Lease is in full force and effect, amount of rental then payable,
         with rent paid through the specified date;

B.       This Lease has not been modified or amended; and

C.       Landlord is not in default and Landlord has fully performed all of
         Landlord's obligations hereunder, and any such further consents and
         instruments of a similar nature evidencing the agreement of Tenant to
         the mortgage or other hypothecation by Landlord of the revesionary
         interest of Landlord thereunder as may be reasonably requested by
         Landlord or any mortgagee of Landlord.

D.       Tenant is in possession of the Premises, and not in default.

E.       Such other information and/or statements as Landlord shall reasonably
         request.

SECTION 15.02. RELOCATION. In the event Landlord decides to utilize the Premises
for other purposes during the term of this Lease, Tenant agrees to relocate to
other space in the Building provided such other space is comparable in size and
finish to the Premises. Landlord shall pay reasonable out-of-pocket expenses of
any such relocation, including the expenses of moving and reconstruction of all
Tenant-furnished and Land-furnished improvements. In the event of such
relocation, this Lease shall continue in full force and effect without any
change in the terms or other conditions, but with the new location substituted
for the old location set forth in Item 2 of the Basic Lease Provisions and on
Exhibit "A". Landlord acknowledges that it may only relocate Tenant one time
during the term of this Lease and will give Tenant ninety (90) days notice prior
to the proposed relocation.

SECTION 15.03. WAIVER. No waiver by Landlord of any provision of this Lease or
of any breach of Tenant hereunder shall be deemed to be a waiver of any other
provision hereof, or of any subsequent breach by Tenant of the same or any other
provision. Landlord's consent to or approval of any act by Tenant requiring
Landlord's consent or approval shall not be deemed to render unnecessary the
obtaining of Landlord's consent to or approval of any subsequent act of Tenant.
No act or thing done by Landlord or Landlord's agents during the term of this
Lease shall be deemed an acceptance of a surrender of the Premises, unless done
in writing signed by Landlord. The delivery of the keys to any employee or agent
of Landlord shall not operate as a termination of the Lease or a surrender of
the Premises. The acceptance of any Rent by Landlord following a breach of this
Lease by Tenant shall not constitute a waiver by Landlord of such breach or any
other breach unless such waiver is expressly stated in writing signed by
Landlord.

SECTION 15.04. INSOLVENCY OR BANKRUPTCY. In no event shall this Lease be
assigned or assignable by operation of law and in no event shall this Lease be
an asset of Tenant in any receivership, bankruptcy, insolvency or reorganization
proceeding.

SECTION 15.05. APPLICABLE LAWS. This Lease shall be governed by and construed
pursuant to the laws of the state in which the building is located.

SECTION 15.06. COMMON FACILITIES PARKING. Tenant shall have the non-exclusive
right, in



                                       19
<PAGE>   20

common with others, to the use of common entrances, lobbies, elevators, ramps,
drives, stairs and similar access and serviceways and other common facilities in
and adjacent to the Building, subject to such rules and regulations as may be
adopted by the Landlord.

SECTION 15.07. SUCCESSORS AND ASSIGNS. Except as otherwise provided in this
Lease, all of the covenants, conditions and provisions of this Lease shall be
binding upon and shall inure to the benefit of the parties hereto and their
respective heirs, personal representatives, successors and assigns.

SECTION 15.08. BROKERS. Tenant warrants that it has had no dealings with any
real estate broker or agent in connection with the negotiation of this Lease,
excepting only the broker(s) named in item 8 of the Basic Lease Provisions, and
that it knows of no other real estate broker(s) or agent(s) who is (are) or
might be entitled to a commission in connection with this Lease. Tenant agrees
to indemnify and hold harmless Landlord from and against any liability or claim,
whether meritorious or not, arising in respect to broker(s) not so named.

SECTION 15.09. SEVERABILITY. If any provision of this Lease or the application
thereof to any person or circumstances shall be invalid or unenforceable to any
extent, the remainder of this Lease and the application of such provisions to
other persons or circumstances shall not be affected thereby and shall be
enforced to the greatest extent permitted by law.

SECTION 15.10. NAME. Tenant shall not, without the written consent of Landlord,
use the name of the Building for any purpose other than as the address of the
business to be conducted by Tenant in the Premises, and in no event shall Tenant
acquire any rights in or to such names.

SECTION 15.11. EXAMINATION OF LEASE. Submission of this instrument for
examination or signature by Tenant does not constitute a reservation of or
option for lease, and it is not effective as a Lease or otherwise until
execution by and delivery to both Landlord and Tenant.

SECTION 15.12. INTEREST OF TENANT'S OBLIGATIONS. Any amount due from Tenant to
Landlord which is not paid when due shall bear interest at the highest rate
allowed by law from the date such payment is due until paid, but the payment of
such interest shall not excuse or cure the default.

SECTION 15.13. TIME. Time is of the essence in this Lease and in each and all of
the provisions hereof.

 SECTION 15.14. DEFINED TERMS AND MARGINAL READINGS. The words "Landlord" and
"Tenant" as used herein shall include the plural as well as singular. If more
than one person is named as Tenant, the obligations of such persons are joint
and several. The headings and titles to the articles of this Lease are not a
part of this Lease shall have no effect upon the construction or interpretation
of any part hereof.

SECTION 15.15. CORPORATE AUTHORITY. If Tenant executes this Lease as a
corporation, each of the persons executing this Lease on behalf of Tenant does
hereby personally covenant and warrant that Tenant is a duly authorized and
existing corporation, that Tenant has and is qualified to do business in the
state in which the Building is located, that the corporation has full right and
authority to enter into this Lease, and that each person signing on behalf of
the corporation was authorized to do so.

SECTION 15.16. FORCE MAJEURE. Whenever a period of time is herein prescribed for
action to be taken by Landlord, or Tenant, other than the payment of rent,
Landlord or Tenant shall not be liable or responsible for, and there shall be
excluded from the computation for any such period of time, any delays due to
strikes, riots, acts of God, shortages of labor or materials, war, governmental
laws, regulations or restrictions or any other causes of any kind whatsoever
which are beyond the control of Landlord.



                                       20
<PAGE>   21

SECTION 15.17. RECORDING. This lease shall not be recorded. However, Landlord
shall have the right to record a short form or memorandum thereof, at Landlord's
expense, at any time during the term hereof, and Tenant agrees to join in the
execution thereof if requested.

SECTION 15.18. RENT TAX. If applicable in the jurisdiction where the Premises
are situated, Tenant shall pay and be liable for all rental, sales and use taxes
or other similar taxes, if any, levied or imposed by any city, state, county or
other governmental body having authority, such payments to be in addition to all
other payments required to be paid to Landlord by Tenant under the terms of this
Lease. Any such payment shall be paid concurrently with the payment of the Rent
upon which such tax is based.

SECTION 15.19. HAZARDOUS OR TOXIC MATERIALS.

A.       Prohibition on placement or disposal. Tenant shall not knowingly
         incorporate into, use or otherwise place or dispose of at the leased
         Premises or in the Building or Project any toxic or hazardous materials
         in concentrations or levels sufficient that by the then-applicable EPA,
         OSHA or other applicable governmental standards cause the specific
         materials so identified to be classified or identified as toxic or
         hazardous materials except for the limited purposes of use and storage
         only where (i) such materials are in small quantities, properly labeled
         and contained (ii) such materials are handled and disposed of in
         accordance with the highest accepted industry standards for safety,
         storage, use and disposal (iii) such materials are for use in the
         ordinary course of business (i.e., as with office or cleaning
         supplies), (iv) notice of and a copy of the current material safety
         data sheet is provided to Landlord for each such hazardous or toxic
         material and (v) such materials are used, transported, stored, handled
         and disposed of in accordance with all applicable governmental laws,
         rules and regulations and Tenant has secured the necessary permits, if
         any, Landlord shall not knowingly dispose of at the leased Premises,
         Building or the Project any toxic or hazardous materials in
         concentrations or Levels sufficient that by then applicable EPA, OSHA
         or other applicable governmental standards cause the specific Materials
         so identified to be classified or identified as toxic or hazardous
         materials and shall otherwise deal with all toxic or hazardous
         materials at the leased Premises, Building or Project in a manner that
         will not materially and adversely affect Tenant's access, use or
         occupancy of the leased Premises and that any redemption or controls at
         the leased Premises will be in accordance with all applicable
         governmental laws, rules and regulations. If Landlord or Tenant ever
         has knowledge of the presence in the leased Premises or the-Building or
         the Project of such toxic or hazardous materials which affect the
         leased Premises, the party having knowledge shall notify the other
         party thereof in writing; promptly after obtaining such knowledge. For
         purposes of this Lease, hazardous or toxic materials shall mean
         hazardous or toxic chemicals or any materials or wastes containing
         hazardous or toxic chemicals at levels or content which cause such
         materials or wastes to be classified as hazardous or toxic as then
         prescribed by the prevalent industry practice and standards or by the
         then current levels or content as set from time to time by EPA or OSHA
         or as defined under 29 CFR 1910 OR 29 CFR 1925 or other applicable
         governmental laws, rules and regulations.

B.       Tenant's Covenants to Remove. If Tenant or its employees, agents, or
         contractors shall ever violate the provisions of Paragraph (b) or (c)
         above (that apply to Tenant regarding toxic or hazardous materials), or
         if Tenant's acts, negligence, breach of this provision or business
         operations directly and materially expand the scope of or materially
         worsen any contamination from toxic or hazardous materials, then Tenant
         shall clean-up, remove and dispose of the material causing the
         violation, in compliance with all applicable governmental standards,
         laws, rules and regulations and repair any damage to the leased
         Premises or Building within such period of time as may be reasonable
         under the circumstances after written notice by Landlord, provided that
         such work shall commence not later than thirty (30) days from such
         notice and be diligently and continuously carried to completion by
         Tenant or Tenant's designated



                                       21
<PAGE>   22

         contractors. Tenant shall notify Landlord of its method, time and
         procedure for any clean-tip or removal of toxic or hazardous materials
         under this provision, and Landlord shall have the right to require
         reasonable changes in such method, time or procedure or to require the
         same to be done after normal business hours or when the Building is
         otherwise closed (i.e., weekends or holidays).

C.       Inspections. Landlord shall have the right to periodically inspect,
         take samples for testing and otherwise investigate the leased Premises
         for the presence of hazardous or toxic materials including such studies
         and investigations, tests and surveys, and engage such specialists as
         Landlord deems appropriate to fairly evaluate the leased Premises and
         any risk from hazardous or toxic materials. In connection with any
         inspections, samples, surveys or tests to be performed by Landlord,
         Landlord shall not unreasonably interfere with Tenant's business
         operations at the leased Premises and Shall repair any damage to
         Tenant's property, inventory or fixtures damaged as a result of such
         inspections, samples, surveys or tests and shall furnish Tenant on
         request with a true and complete copy of any resulting report, survey
         or study.

D.       The purpose of the hazardous substance surveys is to indicate the
         presence or absence of toxic or hazardous materials (as defined
         hereafter) at the Building housing the leased Premises ("Building")
         based on the present levels or content of said toxic or hazardous
         materials as presently set by the U.S. Environmental Protection Agency
         ("EPA") or the U.S. Occupational Safety and Health Administration
         ("OSHA"). Landlord makes no representations or warranties whatsoever to
         Tenant regarding: (i) the hazardous substance surveys [including,
         without limitation, the contents, accuracy and/or scope thereof and
         Landlord has informed Tenant that said hazardous substance surveys are
         not comprehensive surveys of the Building for all forms of hazardous or
         toxic materials, including but not limited to asbestos containing
         materials, and cannot be relied upon as a representation that there are
         no hazardous or toxic materials at the leased Premises or Building,
         whether addressed therein or not], or (ii) the presence or absence of
         toxic or hazardous materials in, at, or under the leased Premises, the
         Building, or the Project. Tenant: (x) shall not rely on and Tenant
         hereby represents to Landlord that it has not relied on the hazardous
         substance surveys, the same having been provided for informational
         purposes only and (y) acknowledges that Tenant will make or has made
         such studies and investigations, will conduct or has conducted such
         tests and surveys, and will engage or has engaged such specialists as
         Tenant deems appropriate to fairly evaluate the leased Premises and any
         risks from hazardous or toxic materials.

Tenant shall furnish Landlord with a complete and legible copy of any study,
report, test, survey or investigation performed by or on behalf of Tenant at any
time involving the leased Premises and shall fully restore all areas and
improvements where samples were taken or work performed and repair all damage
resulting from any of the same and shall indemnify and hold Landlord harmless
from and against all claims, actions, liabilities, damages, losses, injuries or
deaths in connection with or arising out of or from any inspection, testing,
sampling, or similar or dissimilar activity conducted by Tenant, Tenant's agents
or contractors at the leased Premises or the Building for hazardous or toxic
materials, whether under this Paragraph or otherwise under or in connection with
this Lease.

SECTION 15.20. REMEDIES NOT EXCLUSIVE. Each of the rights, remedies and benefits
provided by this Lease shall be cumulative and shall not be exclusive of any
other of said rights, remedies and benefits or of any other rights, remedies,
and benefits allowed by law.

SECTION 15.21. RELATIONSHIP OF THE PARTIES. Nothing herein contained shall be
deemed or construed as creating the relationship of principal and agent or of
partnership or joint venture between parties hereto; it being understood and
agreed that neither the method of computing rent nor any provision contained
herein nor any acts of the parties hereto shall be deemed to create any
relationship between the parties other than that of Landlord and Tenant.



                                       22
<PAGE>   23

SECTION 15.22 NONLIABILITY OF LANDLORD. Landlord shall not be responsible or
liable to Tenant for any loss or damage that may be occasioned by or through the
acts or omissions of persons occupying adjoining areas or any part of the area
adjacent to or connected with the Premises or any part of the Building or for
any loss or damage resulting to Tenant or his property from theft or failure of
the security systems in the Building and hazardous waste contamination, or for
any damage or loss of property within the Premises from any cause other than
solely by reason of the gross negligence or willful act of Landlord, and no such
occurrence shall be deemed to be an actual or constructive eviction from the
Premises or result in an abatement or rental.

SECTION 15.23. THEFT OR BURGLARY. Landlord shall not be liable to Tenant for
losses to Tenant's property or personal injury caused by criminal acts or entry
by unauthorized persons into the Premises or the Building. Tenant agrees to
indemnify, defend and hold Landlord harmless therefrom.

SECTION 15.24. NOTICE OF TERMINATION. Notwithstanding any provision of law or
any judicial decision to the contrary, no notice shall be required to terminate
the term of this Lease, or extension hereof, on the date herein specified, and
the term hereof shall expire on the date herein provided without notice being
required from either party.

SECTION 15.25. CONDITION PRECEDENT. Tenant shall deliver to Landlord certified
copies of its year end financial statements for its last three (3) fiscal years
for Landlord's review and approval within five (5) business days of Landlord's
request for same.

SECTION 15.26. GUARANTOR. In the event that there is a guarantor of this Lease,
said guarantor shall be a guarantor of payment under this Lease, and shall have
the same obligations as Tenant under this Lease.

SECTION 15.27. NO OFFER. Preparation of this Lease by Tenant or Landlord's agent
and submission of same to Tenant shall not be deemed an offer to tenant to
lease. This lease shall become binding upon Landlord and Tenant only when fully
executed by both parties.

SECTION 15.28. ENTIRE AGREEMENT. This Lease contains all the agreements of the
parties hereto with respect to any matter covered or mentioned in this Lease,
and to prior agreement, understanding or representation pertaining to any such
matter shall be effective for any purpose. No provision of this Lease may be
amended or added to except by any agreement in writing signed by the parties
hereto or their respective successors in interest.

         IN WITNESS WHEREOF, the parties hereto have executed this Lease,
consisting of the forgoing provisions and Articles 1 through 15, together with
all Exhibits attached hereto and incorporated herein by this reference, as of
the date first above written.

TENANT:   CORNICHE GROUP INCORPORATED

BY:
          ---------------------------------

NAME:
          ---------------------------------
TITLE:
          ---------------------------------

DATE:
          ---------------------------------

ATTEST:
          ---------------------------------
TITLE:
          ---------------------------------
DATE:
          ---------------------------------



                                       23
<PAGE>   24

LANDLORD: SHOAL CREEK NO. 2, L.C., a Texas Limited Liability Company

BY:
          ---------------------------------

NAME:     Anthony Cimino
TITLE:    Vice President

DATE:
          ---------------------------------

ATTEST:
          ---------------------------------
TITLE:
          ---------------------------------
DATE:
          ---------------------------------





                                       24
<PAGE>   25

                                   EXHIBIT "A"
                                   FLOOR PLAN




                                       25
<PAGE>   26

                                  EXHIBIT "B"
                        ACCEPTANCE OF PREMISES AMENDMENT


This amendment to the Lease for space in the Building, executed on the 7th day
of July, 1998, between Shoal Creek No. 2, L.C., a Texas Limited Liability
Company as Landlord and Corniche Group Incorporated, as Tenant.

Landlord and Tenant hereby agree that:

1.       Except for those items shown on the attached "punch list", which
         Landlord will remedy within fifteen (15) days hereof, Landlord has
         fully completed the construction work required under the terms of the
         lease and the Agreement for Construction attached hereto, and Tenant
         accepts the Premises in their present condition and further accepts the
         premises as suitable for the Tenant's intended purposes.

2.       The Premises are tenantable, the Landlord has no further obligation for
         construction (except as specified above), and Tenant acknowledges that
         both the Building and the Premises are satisfactory in all respects.

3.       The Commencement Date of the Lease is hereby agreed to be the 1st day
         of August, 1998.

4.       The Expiration Date of the Lease is hereby agreed to be the 31st day of
         July, 2001.

TENANT:   CORNICHE GROUP INCORPORATED

By:

NAME:
          ---------------------------------
TITLE:
          ---------------------------------

LANDLORD: SHOAL CREEK NO. 2, L.C. a Texas Limited Liability Company

BY:
          ---------------------------------

NAME:    Anthony Cimino
TITLE:   Vice President



                                       26
<PAGE>   27

                                   EXHIBIT "C"
                           AGREEMENT FOR CONSTRUCTION


Shoal Creek No. 2. L.C., Limited Liability Company ("Landlord") and Corniche
Group Incorporated ("Tenant") simultaneously with the execution of this
Agreement for Construction ("Agreement") are executing a Lease for space (the
"Premises") in Fountainview Office Building (the "Building"). The Premises are
described in the Lease.

As further inducement, each to the other, to enter into the Lease (which is
hereby incorporated by reference to the extent the provisions of this Agreement
apply thereto) and in consideration of the mutual covenants herein, Landlord and
Tenant mutually agree as follows:

1.       The Landlord agrees to normal building standard tenant finishout.




                                       27
<PAGE>   28

                                   EXHIBIT "D"
                              RULES AND REGULATIONS

The following standards shall be observed by Tenant for the mutual safety,
cleanliness and convenience of all occupants of the Building, and shall apply,
where applicable, to the Premises, the building, the parking area, the land
situated beneath the Building and appurtenances thereto:

1.       Tenant shall not use the Premises or the Building to sell any items or
         services at retail price or cost without written approval of Landlord.
         The sale of services for stenography, typewriting, blueprinting,
         duplicating, and similar businesses shall not be conducted from or
         within the Premises or Building for the service or accommodation of
         occupants of the Building without prior written consent of the
         Landlord. Tenant shall not conduct any auction on the Premises. Tenant
         shall not store goods, wares or merchandise on the Premises, except for
         Tenant's own personal use.

2.       Sidewalks, halls, doorways, vestibules, passageways, stairwells and
         other similar areas shall not be obstructed or used by Tenant for a
         purpose other than ingress and egress to and from the Premises and
         Building.

3.       Flammable, explosive or other hazardous liquids and materials shall not
         be brought on the Premises or into the Building without prior written
         consent of Landlord.

4.       Tenant shall not make any alterations or improvements to the Premises
         without the written consent of the Landlord which consent shall not be
         unreasonably withheld. All improvements and the methods of installing
         and constructing, such improvements must be approved in writing by the
         Landlord prior to Commencement of installation and/or construction.
         Should Tenant require telegraphic, telephonic, annunciation or other
         communication service, Landlord will direct the electrician where and
         how wires are to be introduced and placed, and none shall be introduced
         or placed except as Landlord shall direct. All contractors and
         technicians performing work for Tenant within the Building shall be
         referred to Landlord for approval before performing such work. Tenant
         agrees to pay Landlord a fee equal to fifteen percent (15%) of the cost
         of such alterations, additions or improvements for Landlord's
         super-vision or review of same. All work performed by Tenant or its
         contractor shall conform to applicable governmental laws, rules and
         regulations.

5.       Movement into or out of the Building of freight, furniture, office
         equipment or other material for dispatch or receipt by Tenant which
         requires movement through public corridors or lobbies or entrances to
         the Building shall be limited to the use of service elevators only and
         shall be done at hours and in a manner approved by Landlord for such
         purposes from time to time. Only licensed commercial movers shall be
         used for the purpose of moving freight, furniture or office equipment
         to and from the Premises and Building. All hand trucks shall be
         equipped with rubber tires and rubber side guards.

6.       Requests by Tenant for building services, maintenance or repair shall
         be made in writing to the office of the Building Manager.

7.       Tenant shall not change locks or install additional locks on doors
         without prior written consent of Landlord. Tenant shall not make or
         cause to be made duplicates of keys procured from Landlord without
         prior approval of Landlord. All keys to the Premises shall be
         surrendered to Landlord upon termination of tenancy.

8.       Tenant shall give prompt notice to the office of the Building Manager
         of any damage to or defects in



                                       28
<PAGE>   29

         plumbing, electrical fixtures or heating and cooling equipment.
         Liquids, or other materials or substances which will cause injury to
         the plumbing, shall not be put into the lavatories, water closets or
         other plumbing fixtures by Tenant, its agents, employees or invitees,
         and damages resulting to such fixture or appliances from misuse by
         Tenant or Tenant's agents, employees or invitees shall be paid by
         Tenant, and Landlord shall not in any case be liable therefor.

9.       No food shall be prepared in or distributed from Tenant's office
         without prior written approval of the Building Manager. Vending
         machines or dispensing machines of any kind will not be placed in the
         Premises by Tenant unless prior written approval has been obtained from
         Landlord.

10.      Landlord shall have the power to prescribe the weight and position of
         safes, filing cabinets, or other heavy equipment which may overstress
         any portion of a floor. Any damage done to the Building by the improper
         placing of heavy items which overstress the floor will be repaired at
         the sole expense of Tenant. Tenant shall notify the Building Manager
         when safes or other heavy equipment are taken in or out of the
         Building, and the moving shall be done under the supervision of the
         Building manager after written permission from Landlord. Persons
         employed to move such property must be acceptable to Landlord.

11.      Tenant shall cooperate with Building employees in keeping the Premises
         neat and clean. Nothing shall be swept or thrown into the corridors,
         halls, elevator shafts or stair-ways.

12.      Tenant, its employees, or agents, or anyone else who desires to enter
         the Building after normal working hours, will be required to identify
         themselves and to sign in upon entry and sign out upon leaving, giving
         the location during their stay and their time of arrival and departure.
         The Building will normally be open for business from 7 a.m. until 6
         p.m. Monday through Friday and 8 a.m. until 1 p.m. on Saturdays,
         holidays excepted.

13.      Prior written approval, which shall be at Landlord's sole discretion,
         must be obtained for installation of any solar screen material, window
         shades, blinds, drapes, awnings, window ventilators, or other similar
         equipment and any window treatment of any kind whatsoever. Landlord
         will control all internal lighting that may be visible from the
         exterior of the Building and shall have the right to change any
         unapproved lighting, without notice to Tenant at Tenant's expense.

14.      No sign, advertisement, notice or handbill shall be exhibited,
         distributed, painted or affixed by Tenant on, about or from any part of
         the Premises or the Building without the prior written consent of the
         Landlord. Landlord will provide and maintain a directory in the
         Building, and no other directory shall be permitted.

15.      Tenant shall not make or permit any improper, objectionable or
         unpleasant noises or odors in the Building, nor shall tenant permit the
         operation of any machinery or equipment in the Premises that could in
         any way annoy any other tenant in the building, nor shall Tenant
         otherwise interfere in any way with other tenants or persons having
         business with them.

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

17.      No portion of the Premises or the Building shall at any time be used or
         occupied as sleeping or lodging quarters.

18.      Tenant shall place solid pads under all rolling chairs.



                                       29
<PAGE>   30

19.      Tenant agrees to cooperate and assist Landlord in the prevention of
         canvassing, soliciting and peddling within the Building.

20.      Animals or birds shall not be kept in or about the Premises or the
         Building.

21.      Tenant shall comply with parking rules and regulations as may be posted
         and distributed from time to time. For purposes of this Lease, all
         parking spaces on the surface parking lot established as such on the
         land adjoining the Building will be marked reserved parking unless
         specifically identified as either "Handicapped" or "Visitor".

22.      At no time shall tenant have more than 1 person per 150 square feet of
         usable space for any particular lease or addendum to that lease.

23.      Landlord reserves the right to rescind any of these rules and
         regulations and to make such other further rules and regulations as in
         its judgment shall from time to time be needed 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.



                                       30
<PAGE>   31

                                   EXHIBIT "E"
                                 RENEWAL OPTION

Option to Renew: Provided that Tenant's not in default after expiration of any
applicable cure period of any of the terms, conditions, or covenants of this
Lease. Tenant, but not any subtenant of Tenant, shall have an option (the
"Option") to extend the term of this Lease for one (1) additional term of three
(3) years (the "Renewal Term") commencing on the first day next succeeding the
Expiration Date upon the same terms, conditions and provisions as are provided
for in this Lease (other than the provisions of this Section except that the
fixed annual rent payable pursuant to this Lease for the Renewal Term shall be
the fair market rent for the demised premises (hereinafter "FMV") on the
thirtieth (30th) monthly anniversary date of the Commencement Date (hereinafter
"Rent Appraisal Date").

The FMV shall be determined by the mutual written agreement of Landlord and
Tenant. In the event that Landlord and Tenant shall not have reached mutual
agreement as to the FMV on or before the twentieth (20th) day following the Rent
Appraisal Date, but Landlord's determination of the FMV is less than 10 percent
(10%) greater than Tenant's determination of the FMV (which respective
determinations shall be based on blind written bids submitted at the end of the
twenty (20) day period by each of Landlord and Tenant to the other), the FMV
will be the average of Landlord's and Tenant's respective determinations.

In the event that Landlord and Tenant shall not have reached mutual agreement as
to the FMV on or before the twentieth (20th) day following the Rent Appraisal
Date and Landlord's determination of the FMV is more than 10 percent (10%)
greater than Tenant's determination of the FMV, then Landlord and Tenant each
shall, no later than the thirtieth (30th) day following the Rent Appraisal Date,
select a Real Estate Appraiser, as hereinafter defined. If either party shall
fail to so appoint a Real Estate Appraiser, the one Real Estate appraiser so
appointed shall proceed to determine the FMV. In the event that the Real Estate
Appraisers selected by Landlord and Tenant agree as to the FMV, said
determination shall be binding on Landlord and Tenant.

In the event that the Real Estate Appraisers selected by Landlord and Tenant
cannot agree as to the FMV on or before the sixtieth (60th) day following the
Rent Appraisal Date, then said Real Estate Appraisers shall jointly select a
third Real Estate Appraiser, provided that if they cannot agree on the third
Real Estate Appraiser on or before the seventy-fifth (75th) day following the
Rent Appraisal Date, then said third Real Estate Appraiser shall be selected in
accordance with the rules prescribed by the American Arbitration Association in
Dallas, Texas (or any successor thereto). The FMV shall then be determined by
the third Real Estate Appraiser no later than the ninetieth (90th) day following
the Rent Appraisal Date and said determination shall be binding on Landlord and
Tenant.

The term "Real Estate Appraiser" shall mean a fit and impartial person having
not less than five (5) years experience as an appraiser of leasehold estates
relating to first class office space in the Dallas, Texas vicinity. The
appraisal shall be conducted in accordance with the provisions of this Section
and, to the extent not inconsistent herewith, in accordance with the prevailing
rules of the American Arbitration Association in Dallas, Texas or any successor
thereto. In rendering such decision the Real Estate Appraiser(s) shall not add
to, subtract from or otherwise modify the provision of this Lease. The fees and
expenses of the Real Estate Appraiser selected by Landlord and Tenant shall be
shared equally by Landlord and Tenant.



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<PAGE>   32

                                   EXHIBIT "F"
                              BASIC RENTAL SCHEDULE

This Exhibit "F" is made a part of that certain Lease Agreement dated July 7,
1998, by and between Corniche Group Incorporated, Tenant, and Shoal Creek No. 2,
L.C., (a Texas Limited Liability Company), Landlord, with respect to the
Premises known as Suite 220 in Fountainview Office Building.

Tenant shall pay basic monthly rental in accordance with the following schedule
for the term of this lease.

1.       Monthly Payment Schedule:

<TABLE>
<CAPTION>
PERIOD                     RATE/SQ. FT.              MONTHLY RENT      ANNUAL RENT
------                     ------------              ------------      -----------
<S>                       <C>                      <C>              <C>
August 1, 1998 thru           12.00                    $4,175.00        $50,100.00
July 31, 2001
</TABLE>



                                       32
<PAGE>   33

                                   EXHIBIT "G"
                                     PARKING

This exhibit is made a part of that certain Lease Agreement dated July 7, 1998,
by and between, Corniche Group Incorporated, Tenant and Shoal Creek No. 2, L.C.,
a Texas Limited Liability Company, Landlord, with respect to the Premises known
as Suite 220 Fountainview Office Building. Landlord shall make available to
Tenant at the commencement of the term of this Lease the use of the following
parking spaces for the primary term of this Lease:

<TABLE>
<CAPTION>
Type of Parking                     Number of Spaces          Monthly Rental
---------------                     ----------------          --------------
<S>                                 <C>                       <C>
Unreserved Surface Parking                        15                  $ 0.00
</TABLE>

All parking spaces on the surface parking lot established as such on the land
adjoining the Building is available to Tenant or Licensee and their customers
and guests and employees on the first come, first use basis, except that no
Tenant or Licensee or employee or a Tenant or Licensee shall park in any space
specifically marked for the use of "Visitors Only" or "Bank Customers Only."
Provided however, if for any reason Landlord fails or unable to provide parking
space to Tenant or Licensee or Tenant or Licensee is not permitted to utilize
parking space in such parking facilities for all or any portion of such vehicles
at any time during the initial term of any lease from office space in the
Building by Tenant or Licensee's employer, or any renewals or extensions
thereof, such fact shall never be deemed to be such a default by Landlord as to
permit Tenant to terminate its lease, either in whole or by part. Landlord and
Tenant or Licensee shall equitably adjust parking charges paid by Tenant or
Licensee during any such period for which Tenant or Licensee does not have use
of the parking spaces, or any portion thereof, specified herein. The monthly
parking fees stated above shall be subject to change on a month-to-month basis,
provided that the monthly fees for comparable parking spaces are a market rate
applied uniformly to all Tenants or Licensees. Nothing herein shall obligate
Tenant or Licensee to use or retain any parking spaces on other than a
month-to-month, and Tenant or Licensee may, by thirty (30) days advance written
notice to Landlord, surrender one or more parking space to Landlord and have no
further liability for the rent therefor specified.

It is hereby agreed and understood that Landlord's sole obligation hereunder is
to make Parking Lot available to Tenant. Tenant's right to park vehicles on the
Property shall be subject to compliance with the rules and regulations
promulgated from time to time by the Operator and Building Manager and shall be
subject to termination for violation of any such rules or regulations upon
notice from the Operator or Landlord. Landlord shall have no liability
whatsoever for any property damage and/or personal injury which might occur as a
result of, or in connection with, the use of the Parking Lot by Tenant, its
employees, agents, invitees and licensees, and Tenant hereby agrees to indemnify
and hold Landlord and the Operator harmless from and against any and all costs,
claims, expenses, and/or causes or action which Landlord may incur in connection
with or arising out of Tenant's use of Parking Lot.


                                       33