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                                                                   EXHIBIT 10.11

                                                   15,461 square feet
                                                   3225 Premier Drive, Suite 150
                                                   Irving, Texas 75063

                                LEASE AGREEMENT

THIS LEASE AGREEMENT, made and entered into by and between Premier Jack Limited
                                                           --------------------
Partnership, hereinafter referred to as "Lessor"; and H.D. Vest, Inc.,
-----------                                           ---------------
hereinafter referred to as "Lessee:'

                                  WITNESSETH:

     1.   PREMISES AND TERM. In consideration of the mutual obligations of
Lessor and Lessee set forth herein, Lessor leases to Lessee, and Lessee hereby
takes from Lessor the Premises situated within the County of Dallas, State of
Texas, more particularly described on Exhibit "A" attached hereto and
incorporated herein by reference, (the "Premises"), together with all rights,
privileges, easements, appurtenances, and amenities belonging to or in any way
pertaining to the Premises, to have and to hold, subject to the terms, covenants
and conditions in this Lease. The terms of this Lease shall commence on the
commencement date hereinafter set forth and shall end on the last day of the
month that is sixty (60) months after the commencement date.

     A.   EXISTING BUILDING. If no improvements are to be constructed to the
Premises, the commencement date shall be March 1, 1998, regardless of
construction. Lessee acknowledges that (i) it has inspected and accepts the
Premises, (ii) the buildings and improvements comprising the same are suitable
for the purpose of which the Premises are leased, (iii) the Premises are in good
and satisfactory condition, and (iv) no representations as to the repair of the
Premises, nor promises to alter, remodel or improve the Premises have been made
by Lessor (unless otherwise expressly set forth in this Lease).

     B.   BUILDING TO BE CONSTRUCTED OR SHELL SPACE. As used herein, the term
"substantially completed" shall mean, that in the opinion of the architect or
space planner or Lessor's representative that prepared the Plans, such
improvements have been completed in accordance with the Plans and the Premises
are in good and satisfactory condition, subject only to completion of minor
punch list items. As soon as such improvements have been substantially
completed, Lessor shall notify Lessee in writing that the substantial completion
has occurred. Within ten (10) days thereafter, lessee shall submit to Lessor in
writing a punch list of items needing completion or correction. Lessor shall use
its best efforts to complete such items within thirty (30) days after receipt of
such notice.

     2.   BASE RENT, SECURITY DEPOSIT AND ESCROW PAYMENTS.

     A.   Lessee agrees to pay to Lessor rent for the Premises, in advance,
without demand, deduction or set off, at the rate of eight thousand three
                                                     --------------------
hundred seventy four and 71/100 Dollars ($8,374.71), per month during the term
-------------------------------          ---------
hereof. One such monthly installment, plus the other monthly charges set forth
in Paragraph 2C below shall be due and payable on the date hereof and a like
monthly installment shall be due and payable on or before the first day of each
calendar month succeeding the commencement date, except that all payments due
hereunder for any fractional calendar month shall be prorated.

     B.   In addition, Lessee agrees to deposit with Lessor on the date hereof
the sum of eight thousand three hundred seventy four and 71/100 Dollars
           ----------------------------------------------------
($8,374.71), which shall be held by Lessor, without obligation for interest, as
 ---------
security for the performance of Lessee's obligations under this lease, it being
expressly understood and agreed that this deposit is not an advance rental
deposit or a measure of Lessor's damages in case of Lessee's default. Upon each
occurrence of an event of default, Lessor may use all or part of the deposit to
pay past due rent or other payments due Lessor under this Lease, and the cost of
any other damage, injury, expense or liability caused by such event of default
without prejudice to any other remedy provided herein or provided by law. On
demand, Lessee shall pay Lessor the amount that will restore the security
deposit to its original amount. The security deposit shall be deemed the
property of Lessor, but any remaining balance of such deposit shall be returned
by Lessor to Lessee when Lessee's obligations under this Lease have been
fulfilled.

     C.   Lessee agrees to pay its proportionate share (as defined in Paragraph
22B below) of (i) Taxes (hereinafter defined) payable by Lessor pursuant to
Paragraph 3A below, (ii) the cost of utilities payable pursuant to Paragraph 8
below, (iii) the cost of maintaining insurance pursuant to Paragraph 9 below,
and (iv) the cost of any common area charges payable by Lessee in accordance
with Paragraph 4 below. During each month of the term of this Lease, on the same
day that rent is due hereunder, Lessee shall escrow with Lessor an amount equal
to 1/12 of the estimated annual cost of its proportionate share of such items.
Lessee authorizes Lessor to use the funds deposited with Lessor under this
Paragraph 2C to pay such costs. The initial monthly escrow payments are based
upon the estimated amounts for the year in question, and shall be increased or
decreased annually to reflect the projected actual costs of all such items. If
the Lessee's total escrow payments are less than Lessee's actual proportionate
share of all such items, Lessee shall pay the difference to Lessor within ten
(10) days after demand. If the total escrow payments of Lessee are more than
Lessee's actual proportionate share of all such items, Lessor shall retain such
excess and credit it against Lessee's next annual escrow payments. The amount of
the monthly rental and the initial monthly escrow payments are as follows:

     (1)  Base Rent as set Forth in Paragraph 2A_______   $ 8,374.71
     (2)  Tax Escrow Payment___________________________   $ See Exhibit "C" 25A
     (3)  Insurance Escrow Payment_____________________   $ See Exhibit "C" 25A
     (4)  Utility Charge_______________________________   $ See Exhibit "C" 25A
     (5)  Common Area Charge___________________________   $ See Exhibit "C" 25A
     (6)  Other________________________________________   $ See Exhibit "C" 25A
               Monthly Payment Total___________________   $ 8,374.71

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     3.   TAXES.

     A.   Lessor agrees to pay all taxes, assessments and governmental charges
of any kind and nature (collectively referred to herein as "Taxes") that accrue
against the Premises, and/or the land and/or improvements of which the Premises
are a part. If at any time during the term of this Lease, there shall be levied,
assessed or imposed on Lessor a capital levy or other tax directly on the rents
received therefrom and/or a franchise tax, assessment, levy or charge measured
by or based, in whole or in part, upon such rents from the Premises and/or the
land and improvements of which the Premises are a part, then all such taxes,
assessments, levies or charges, or the part, thereof so measured or based, shall
be deemed to be included within the term "Taxes" for the purposes hereof. The
Lessor shall have the right to employ a tax consulting firm to attempt to assure
a fair tax burden on the building and grounds within the applicable taxing
jurisdiction. Lessee agrees to pay its proportionate share of the cost of such
consultant.

     B.   Lessee also agrees with respect to any statutory or other right it may
have to contest Taxes that (i) Lessee shall not contest Taxes which Lessor has
decided to contest; (ii) Lessee shall not initiate any such contest without
first providing Lessor thirty (30) days advance written notice (and upon receipt
of such notice, Lessor may notify Lessee that Lessor will contest such Taxes, in
which event Lessee shall not contest the Taxes); (iii) any such contest by
Lessee shall be prosecuted by a reputable tax consultant firm hired and paid by
Lessee but approved in advance by Lessor (which approval will not be
unreasonably withheld); (iv) Lessee shall indemnify, defend, and hold harmless
Lessor and Lessor's other tenants from and against any and all damages, claims,
costs, expenses (including attorneys' fees), liabilities, and settlements that
they may suffer or incur in connection with or arising out of such contest by
Lessee, including but not limited to any increase in Taxes that Lessor
determines would not have occurred but for the contest by Lessee; and (v) to
secure the indemnity of Lessee pursuant to the preceding clause, Lessee shall
provide a cash security deposit in an amount not less than 150% of the Taxes to
be contested by Lessee before initiating the contest.

     C.   Lessee shall be liable for all taxes levied or assessed against any
personal property or fixtures placed in the Premises. If any such taxes are
levied or assessed against Lessor or Lessor's property and (i) Lessor pays the
same or (ii) the assessed value of Lessor's property is increased by inclusion
of such personal property and fixtures and Lessor pays the increased taxes,
then, upon demand Lessee shall pay to Lessor such taxes.

     4.   LESSOR'S REPAIRS.

     A.   Lessor, at its own cost and expense, shall maintain the roof,
foundation and the structural soundness of the exterior walls of the building of
which the Premises are a part in good repair, reasonable wear and tear excluded.
The term "walls" as used herein shall not include windows, glass or plate glass,
doors, special store fronts or office entries. Lessee shall immediately give
Lessor written notice of defect or need for repairs, after which Lessor shall
have reasonable opportunity to repair same or cure such defect.

     B.   Lessor shall manage, light, clean and maintain the common area. Lessor
may temporarily close any common area for repairs, alterations or other reasons.
Lessee shall be liable for its proportionate share (as defined in Paragraph 22B)
of the common area charges (CAM). CAM means all costs (including repair and
replacement costs) incurred by Lessor in the operation and maintenance of (i)
any property that is part of the building and/or project of which the Premises
are a part, (ii) any property that is maintained or landscaped by any property
owner or community owner association that is named in the restrictive covenants
or deed restrictions to which the Premises are subject, and (iii) any property,
facilities or services provided for the common use of Lessee and other lessees
of any project or building of which the Premises are a part. CAM includes, but
is not limited to, landscaping, paving repairs and replacements, striping,
bumpers, directional signs and other markers, painting, lighting and other
utilities, cleaning, sewage disposal, skylights, exterior exterminating, fire
and sprinkler protection, security (if Lessor elects to provide security service
under Paragraph 23), and similar items, plus Lessor's property management
expenses. Property management fees shall not increase at a rate greater than
fifteen percent (15%) per year. Except as provided in subparagraph D below,
capital expenditures for substantial new improvements (in contrast to
replacement of existing improvements), will not be included in CAM.

     C.   Lessor's liability with respect to any defects, replacement, repairs
or maintenance for which Lessor is responsible shall be limited to the cost of
curing such defect, the cost of the replacement, repair or maintenance.

     D.   Notwithstanding anything to the contrary contained herein, the cost of
capital investment items which are installed primarily to reduce expenses for
the benefit of all of the Building's Lessees or which may be required by any
governmental authority, shall be charged to CAM over a reasonable number of
years to be determined by Lessor in accordance with generally accepted
accounting principles.

     5.   LESSEE'S REPAIRS.

     A.   Lessee, at its own cost and expense, shall (i) maintain all parts of
the Premises in good condition, (ii) promptly make all necessary repairs and
replacements, (iii) obtain trash removal, interior extermination and termite
eradication services, (iv) keep the parking areas, driveways and alleys
surrounding the Premises in a clean and sanitary condition.

     B.   Lessee and its employees, customers and licensees shall have the non-
exclusive rights to use any parking areas that have been designated for such use
by Lessor in writing, subject to (i) all rules and regulations promulgated by
Lessor more particularly described on Exhibit "D" attached hereto and
incorporated herein by reference and (ii) rights of ingress and egress of other
lessees. Lessor shall not be responsible for enforcing Lessee's parking rights
against any third parties. Lessee agrees not to use more spaces than so
provided.

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     C.   Lessee, at its own cost and expense, shall enter into a regularly
scheduled preventive maintenance/service contract with a maintenance
contractor approved by Lessor for servicing all hot water, heating and air
conditioning systems and equipment within the Premises.  The service contract
must include all services suggested by the equipment manufacturer in its
operations/maintenance manual and must become effective within thirty (30) days
of the date Lessee takes possession of the Premises.

     D.   If Lessee fails to perform Lessee's obligations under Paragraph 5A,
Lessor may perform such obligations at Lessee's cost.

     6.   ALTERATIONS.  Lessee shall not make any alterations, additions or
improvements to the Premises without the prior written consent of Lessor.
Lessee, at its own cost and expense, may erect such shelves, bins, machinery and
trade fixtures as it desires provided that (a) such items do not alter the basic
character of the Premises or the building and/or improvements of which the
Premises are a part; (b) such items do not overload or damage the same; (c) such
items may be removed without injury to the Premises; and (d) the construction,
erection or installation thereof complies with all applicable governmental laws,
ordinances, regulations and with Lessor's specifications and requirements. All
alterations, additions, improvements and partitions erected by Lessee (whether
or not paid for by Lessor) shall be and remain the property of Lessee during the
term of this Lease. All shelves, bins, machinery and trade fixtures installed by
Lessee shall be removed on or before the earlier to occur of the date of
termination of this Lease or vacating the Premises, at which time Lessee shall
restore the Premises to their original condition. All alterations,
installations, removals and restoration shall be performed in a good and
workmanlike manner so as not to damage or alter the primary structure or
structural qualities of the buildings and other improvements situated on the
Premises or of which the Premises are a part.

     7.   SIGNS.  Any signage Lessee desires for the Premises shall be subject
to Lessor's written approval and shall be submitted to Lessor prior to the
commencement date of this Lease. Lessee shall repair, paint, and/or replace the
building facia surface to which its signs are attached upon vacation of the
Premises, or the removal or alteration of its signage. Lessee shall not, (i)
make any changes to the exterior of the Premises, (ii) install any exterior
lights, decorations, balloons, flags, pennants, banners or painting, or (iii)
erect or install any signs, windows or door lettering, placards, decorations or
advertising media of any type which can be viewed from the exterior of the
Premises, without Lessor's prior written consent. All signs, decorations,
advertising media, blinds, draperies and other window treatment or bars or other
security installations visible from outside the Premises shall conform in all
respect to the criteria established by Lessor.

     8.   UTILITIES.  Lessor agrees to provide normal water and electricity
service to the Premises.  Lessee shall pay for all water, gas, heat, light,
power, telephone, sewer, sprinkler charges and other utilities and services used
on or at the Premises, together with any taxes, penalties, surcharges or the
like pertaining to the Lessee's use of the Premises, and any maintenance charges
for utilities.  Lessor shall have the right to cause any of said services to be
separately metered to Lessee, at Lessee's expense.  Lessee shall pay its prorata
share, as reasonably determined by Lessor, of all charges for jointly metered
utilities.  Lessor shall not be liable for any interruption or failure of
utility service on the Premises.

     9.   INSURANCE.

     A.   Lessor shall maintain insurance covering the buildings situated on the
Premises or of which the Premises are a part in an amount not less than eighty
percent (80%) of the "replacement cost" thereof insuring against the perils of
Fire, Lightning, Extended Coverage, Vandalism and Malicious Mischief.

     B.   Lessee, at its own expense, shall maintain during the term of this
Lease a policy or policies of worker's compensation and comprehensive general
liability insurance, including personal injury and property damage, with
contractual liability endorsement, in the amount of Five Hundred Thousand
Dollars ($500,000.00) for property damage and One Million Dollars
($1,000,000,000) per occurrence for personal injuries or deaths of persons
occurring in or about the Premises. Lessee, at its own expense, also shall
maintain during the term of this Lease, fire and extended coverage insurance
covering the replacement cost of (i) all alterations, additions, partitions and
improvements installed or placed on the Premises by Lessee or by Lessor on
behalf of Lessee and (ii) all of Lessee's personal property contained within the
Premises. Said policies shall (i) name Lessor as an additional insured and
insure Lessor's contingent liability under this Lease (except for the worker's
compensation policy, which instead shall include waiver of subrogation
endorsement in favor of Lessor), (ii) be issued by an insurance company which is
acceptable to Lessor, and (iii) provide that said insurance shall not be
cancelled unless thirty (30) days prior written notice shall have been given to
Lessor. Said policy or policies or certificates thereof shall be delivered to
Lessor by Lessee upon commencement of the term of the Lease and upon each
renewal of said insurance.

     C.   Lessee will not permit the Premises to be used for any purpose or in
any manner that would (i) void the insurance thereon, (ii) increase the
insurance risk, or (iii) cause the disallowance of any sprinkler credits,
including without limitation, use of the Premises for the receipt, storage or
handling of any product, material or merchandise that is explosive or highly
inflammable. If any increase in the cost of any insurance on the Premises or the
building of which the Premises are a part is caused by Lessee's use of the
Premises, or because Lessee vacates the Premises, then Lessee shall pay the
amount of such increase to Lessor.

     10.  FIRE AND CASUALTY DAMAGE.

     A.   If the Premises or the building of which the Premises are a part
should be damaged or destroyed by fire or other peril, Lessee immediately shall
given written notice to Lessor.  If the buildings situated upon the Premises or
of which the Premises are a part should be totally destroyed by any peril
covered by the insurance to be provided by Lessor under Paragraph 9A above, or
if they should be so damaged thereby that, in Lessor's estimation, rebuilding or
repairs cannot be completed within one hundred eighty (180) days after the date
of such damage, this Lease shall terminate and the rent shall be abated during
the unexpired portion of this Lease, effective upon the date of the occurrence
of such damage. Following any damage which is the subject of this subparagraph A
or the next subparagraph B, Lessee may request Lessor's estimate of the time
required for rebuilding or repairs by notice to Lessor. Lessor shall respond to
any such notice with its estimate no later than thirty (30) days after the
notice is received by Lessor.


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     B.   If the buildings situated upon the Premises or of which the Premises
are a part, should be damaged by any peril covered by the insurance to be
provided by Lessor under Paragraph 9A above, and in Lessor's estimation,
rebuilding or repairs can be substantially completed within one hundred eighty
(180) days after the date of such damage, this Lease shall not terminate, and
Lessor shall restore the Premises to substantially its previous condition,
except that Lessor shall not be required to rebuild, repair or replace any part
of the partitions, fixtures, additions and other improvements that may have been
constructed, erected or installed in, or about the Premises or for the benefit
of, or by or for lessee.  If such repairs and rebuilding have not been
substantially completed, with the sole reasonable discretion of the Lessor,
within one hundred eighty (180) days after the date of such damage, Lessee as
Lessee's exclusive remedy, may terminate this Lease by delivering written notice
of termination to Lessor in which event the rights and obligations hereunder
shall cease and terminate.

     C.   Notwithstanding anything herein to the contrary, in the event the
holder of any indebtedness secured by a mortgage or deed of trust covering the
Premises requires that the insurance proceeds be applied to such indebtedness,
than Lessor shall have the right to terminate this Lease by delivering written
notice of termination to Lessee within fifteen (15) days after such requirement
is made known by such holder, hereupon all rights and obligations hereunder
shall cease and terminate.

     D.   Anything in this Lease to the contrary notwithstanding,  Lessor and
Lessee hereby waive and release each other of and from any and all rights of
recovery, claim, action or cause of action, against each other, their agents,
officers and employees, for any loss or damage that may occur to the Premises,
improvements to the building of which the Premises are a part, or personal
property (building contents) within the building and/or Premises, for any reason
regardless of cause or origin.  Each party to this Lease agrees immediately
after execution of this Lease to give each insurance company, which has issued
to its policies of fire and extended coverage insurance, written notice of the
terms of the mutual waivers contained in this subparagraph, and if necessary, to
have the insurance policies properly endorsed.

     11.  LIABILITY AND INDEMNIFICATION.  Except for any claims, rights of
recovery and causes of action that Lessee has released, Lessor shall hold Lessee
harmless and defend Lessee against any and all claims or liability for any
injury or damage to any person in, on or about the Premises or any part thereof
and/or the building of which the Premises are a part, when such injury or damage
shall be caused by the act, neglect, fault of, or omission of any duty
(including gross negligence) with respect to the same by Lessor, its agents,
servants and employees. Except for any claims, rights of recovery and causes of
action that Lessor has released, Lessee shall hold Lessor harmless from and
defend Lessor against any and all claims or liability for any injury or damage
and all costs, counsel fees, expenses and liabilities incurred in connection
with any such claim or action or proceeding brought thereon; (i) to any person
or property whatsoever occurring i, on or about the Premises or any part thereof
and/or of the building of which the Premises are apart, including without
limitation elevators, stairways, passageways or hallways, the use of which
Lessee may have in accordance with this Lease, when such injury or damage shall
be caused by the act, neglect, fault of, or omission of any duty (including
gross negligence) with respect to the same by Lessee, its agents, servants,
employees, or invitees, (ii) arising from the conduct or management of any work
done by the Lessee in or about the Premises, (iii) arising from transactions or
occupancy of the Lessee. The provisions of this Paragraph 11 shall survive the
expiration or termination of this Lease with respect to any claims or liability
occurring prior to such expiration or termination.

     12.  USE.  The Premises shall be used only for the purpose of receiving,
storing, shipping and selling (other than retail) products, materials and
merchandise made and/or distributed by Lessee in the confines of its financial
services business and for such other lawful  purposes as may be incidental
thereto.  Outside storage, including without limitation, storage of trucks and
other vehicles, is prohibited without Lessor's prior written consent.  Lessee
shall comply with all governmental laws, ordinances and regulations applicable
to the use of the Premises, and promptly shall comply with all governmental
orders and directives for the correction, prevention and abatement of nuisances
in or upon, or connected with, the Premises, all at Lessee's sole expense.
Lessee, invitees or third parties shall not permit any objectionable or
unpleasant odors, smoke, dust, gas noise or vibrations to emanate from the
Premises, nor take any other action that would constitute a nuisance or would
disturb, unreasonably interfere with, or endanger Lessor or any other lessees of
the building in which the Premises are a part.

     13. INSPECTION. Lessor and Lessor's agents and representatives shall have
the right to enter the Premises at any reasonable time during business hours, to
inspect the Premises and to make such repairs as may be required or permitted
pursuant to this Lease. During the period that is six (6) months prior to the
end of the Lease term, upon telephonic notice to Lessee, Lessor and Lessor's
representatives may enter the Premises during business hours for the purpose of
showing the Premises. In addition, Lessor shall have the right to erect a
suitable sign on the Premises stating the Premises are available. Lessee shall
notify Lessor in writing at least thirty (30) days prior to vacating the
Premises and shall arrange to meet with Lessor for a joint inspection of the
Premises prior to vacating. If Lessee fails to give such notice or to arrange
for such inspection, then Lessor's inspection of the Premises shall be deemed
correct for the purpose of determining Lessee's responsibility for repairs and
restoration of the Premises.

     14.  ASSIGNMENT AND SUBLETTING.

     A.  Lessee shall not have the right to assign, sublet, transfer or encumber
this Lease, or any interest therein, without the prior written consent of Lessor
which shall not be unreasonably withheld or delayed.  Any attempted assignment,
subletting, transfer or encumbrance by Lessee in violation of the terms and
covenants of this Paragraph shall be void.  Notwithstanding the foregoing,
Lessee shall have the right to assign this Lease to any affiliate (as such term
is defined in the Securities Act of 1933) provided that such assignment is in
form satisfactory to Lessor.  Any assignee, sublessee or transferee of Lessee's
interest in this Lease (all such assignees, sublessees and transferrees being
hereinafter referred to as "Transferees"), by assuming Lessee's obligations
hereunder, shall assume liability to Lessor for all amounts paid to persons
other than Lessor by such Transferees in contravention of this Paragraph.  No
assignment, subletting or other transfer, whether consented to by Lessor or not
or permitted hereunder shall relieve Lessee of its liability hereunder.  If an
event of default occurs while the Premises or any part thereof are assigned or
sublet, then Lessor, in addition to any other remedies herein provided, or
provided by law, may collect directly from such Transferee all rents payable to
the Lessee and apply such rent against any sums due

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Lessor hereunder.  No such collection shall be construed to constitute a
novation or a release of Lessee from the further performance of Lessee's
obligations hereunder.

     B.   If this Lease is assigned to any person or entity pursuant to the
provisions of the Bankruptcy Code, 11 U.S.C. 101 et. seq., (the "Bankruptcy
Code"), any and all monies or other consideration payable or otherwise to be
delivered in connection with such assignment shall be paid or delivered to
Lessor, shall be and remain the exclusive property of Lessor and shall not
constitute property of Lessee or of the estate of Lessee within the meaning of
the Bankruptcy Code.  Any and all monies or other considerations constituting
Lessor's property under the preceding sentence not paid or delivered to Lessor
shall be held in trust for the benefit of Lessor and be promptly paid or
delivered to Lessor.

     C.   Any person or entity to which this Lease is assigned pursuant to the
provisions of the Bankruptcy Code, shall be deemed, without further act or deed,
to have assumed all of the obligations arising under this Lease on and after the
date of such assignment. Any such assignee shall upon demand execute and deliver
to Lessor an instrument confirming such assumption.

     D.   If Lessor's withholding of consent to an assignment or subletting is
found to be unreasonable by any court or competent jurisdiction, Lessee's sole
remedy shall be to have the proposed assignment or subletting declared valid as
if Lessor's consent had been given.  If Lessor shall consent to a sublease or
any assignment of this Lease, no further sublease or assignments may be made
without the prior written consent of Lessor.  If Lessor shall consent to a
sublease or assignment hereunder, Lessee shall pay Lessor for all up to $1,000
for attorneys' fees and expenses reasonably incurred with the processing of
documents incident to giving such consent.

     E.   As a condition precedent to any subletting or assignment by Lessee
hereunder, Lessee agrees to furnish Lessor with a copy of the proposed
assignment or sublease, together with a description of the business to be
conducted at the Premises by such proposed assignee or sublessee, current
financial statements of such proposed assignee or sublessee, and such other
information as Lessor may request (collectively "transfer documents"), at least
thirty (30) days prior to the date on which it is to be executed. (Although
Lessor may reasonably require that the financial statements of any proposed
sublessee indicate a very remote risk of bankruptcy, any proposed sublessee will
not necessarily have to have the financial strength of Lessee given that the
Lessee will remain primarily liable hereunder.) Lessor shall have the option,
exercisable within seven (7) days from the submission of the last of the
documents furnished in connection with Lessee's written request, to cancel this
Lease as of the date of the commencement of such proposed assignment or
subletting. If the Lease is cancelled as herein provided, Lessee shall pay to
Lessor all rent and additional rent prorated to the date of cancellation and
shall perform all obligations of Lessee to the date of cancellation. If Lessor
consents to such assignment or subletting, Lessee shall furnish Lessor with an
executed copy of such assignment or sublease at the time such instrument is
executed.

     F.   If any rents or other sums received by Lessee under any sublease are
in excess of the rent and other sums payable by Lessee hereunder (prorated if
the sublease is for less that 100% of the Premises) or if any additional
consideration is paid to Lessee by any assignee, such excess rents under any
sublease or such additional consideration for an assignment shall be paid by
Lessee to Lessor within ten (10) days after receipt by Lessee.

     G.   Lessee will at all times be the operator and manager of the Premises
and any attempt to use a management contract, concession agreement or any other
arrangement whereby the operation of the business on the Premises will be other
than by Lessee shall constitute a violation of this Lease.  If Lessee shall be a
corporation, any corporate amalgamation such as a merger, consolidation or any
transfer, sale, pledge, or other disposition of the controlling stock or
majority of the assets of Lessee shall constitute a violation of this Lease
unless approved by Lessor pursuant to Article 14.

     15.  CONDEMNATION.  If more than eighty percent (80%) of the Premises are
taken for any public or quasi-public use under governmental law, ordinance or
regulation, or by right of eminent domain, or by private purchase in lieu
thereof and the taking prevents or materially interferes with the use of the
Premises for the purpose for which they were leased to Lessee, this Lease shall
terminate and the rent shall be abated during the unexpired portion of the
Lease, effective on the date of such taking.  If less than eighty percent (80%)
of the Premises are taken for any public or quasi-public use under any
governmental law, ordinance or regulation, or by right of eminent domain, or by
private purchase in lieu thereof, this Lease shall not terminate, but the rent
payable hereunder during the unexpired portion of this Lease shall be reduced to
such extent as may be fair and reasonable under all of the circumstances.  All
compensation awarded in connection with or as a result of any of the foregoing
proceedings shall be the property of Lessor and Lessee hereby assigns any
interest in such award to Lessor; provided, however, Lessor shall have no
interest in any award made to Lessee for loss of business or goodwill or for the
taking of Lessee's fixtures and improvements, if a separate award for such items
is made to Lessee.

     16.  HOLDING OVER.  At the termination of this Lease by its expiration or
otherwise, Lessee immediately shall deliver possession to Lessor with all
repairs and maintenance required herein to be performed by Lessee completed.
If, for any reason, Lessee retains possession of the Premises after the
expiration or termination of this Lease, unless the parties hereto otherwise
agree in writing, such possession shall be subject to termination by either
Lessor or Lessee at any time upon not less than ten (10) days advance written
notice, and all of the other terms and provisions of this Lease shall be
applicable during such period, except that Lessee shall pay Lessor from time to
time, upon demand, as rental for the period of such possession, an amount equal
to double 150% of the rent in effect on the termination date, computed on a
daily basis for each day of such period.  No holding over by Lessee, whether
with or without consent of Lessor shall operate to extend this Lease except as
otherwise expressly provided. The preceding provisions of this Paragraph 16
shall not be construed as consent for Lessee to retain possession of the
Premises in the absence of written consent thereto by Lessor.

08/96                                  5
<PAGE>

     17.  QUIET ENJOYMENT.  Lessor covenants that on or before the commencement
date it will have good title or right to possession to the Premises, free and
clear of all liens and encumbrances, excepting only the lien for current taxes
not yet due, such mortgage or mortgages as are permitted by the terms of this
Lease, zoning ordinances and other building and fire ordinances and governmental
regulations relating to the use of such property, and easements, restrictions
and other conditions of record.  If this Lease is a sublease, then Lessee agrees
to take the Premises subject to the provisions of the prior Leases.  Lessor
represents that it has the authority to enter into this Lease and that so long
as Lessee pays all amounts due hereunder and performs all other covenants and
agreements herein set forth, Lessee shall peaceably and quietly have, hold and
enjoy the Premises for the terms hereof without hindrance or molestation from
Lessor, subject to the terms and provisions of this Lease.

     18.  EVENTS OF DEFAULT.  The following events (herein individually referred
to as "Events of Default") each shall be deemed to be events of nonperformance
by Lessee under this Lease:

     A.   Lessee shall fail to pay any installment of the rent herein reserved
when due, or any other payment of reimbursement to Lessor required herein when
due, and such failure shall continue for a period of five (5) days after
Lessee's receipt of written notice thereof. Lessor shall not be required to give
Lessee more than two (2) such notices in any calendar year. After the second
notice in a calendar year, Lessor will not be required to furnish such notice
and may pursue all other remedies provided herein for default.

     B.   The Lessee or any guarantor of the Lessee's obligations hereunder
shall (i) become insolvent; (ii) admit in writing its inability to pay its
debts; (iii) make a general assignment for the benefit of creditors; (iv)
commence any case, proceeding or other action seeking to have an order for
relief entered on its behalf as a debtor or to adjudicate it a bankrupt or
insolvent, or seeking reorganization, arrangement, adjustment, liquidation,
dissolution or composition of it or its debts under any law relating to
bankruptcy, insolvency, reorganization or relief of debtors or seeking
appointment of a receiver, trustee, custodian or other similar official for it
or for all or any substantial part of its property; or (v) take any action to
authorize or in contemplation of any of the actions set forth above in this
Paragraph.

     C.   Any case, proceeding or other action against the Lessee or any
guarantor of the Lessee's obligations hereunder shall be commenced seeking (i)
to have an order for relief entered against it as debtor or to adjudicate it a
bankrupt or insolvent; (ii) reorganization, arrangement, adjustment,
liquidation, dissolution or composition of it or its debts under any law
relating to bankruptcy, insolvency, reorganization or relief of debtors; (iii)
appointment of a receiver, trustee, custodian or other similar official for it
or for all or any substantial part of its property, and such case, proceeding or
other action (a) results in the entry of an order for relief against which it is
not fully stayed within seven (7) business days after the entry thereof or (b)
shall remain undismissed for a period of forty-five (45) days.

     E.   Lessee shall fail to discharge any lien placed upon the Premises in
violation of Paragraph 21 hereof within twenty (20) days after any such lien of
encumbrance is filed against the Premises.

     F.   Lessee shall fail to comply with any term, provision or covenant of
this Lessee (other than those listed in Paragraph 18), and shall not cure such
failure within twenty (20) days after written notice thereof to Lessee.

     19.  REMEDIES.

     A.   Upon each occurrence of an event of default, Lessor shall have the
option to pursue any one or more of the following remedies without any notice or
demand:

     (1)  Terminate this Lease; and/or
     (2)  Enter upon and take possess of the Premises without terminating this
     Lease; and/or
     (3)  Alter all locks and other security devices at the Premises with or
     without terminating this Lease, and pursue, at Lessor's option, one or more
     remedies pursuant to this Lease, Lessee hereby specifically waiving any
     state or federal law to the contrary;

and in any such event Lessee immediately shall surrender the Premises to Lessor,
and if Lessee fails so to do, Lessor, without waiving any other remedy it may
have, may enter upon and take possession of the Premises and expel or remove
Lessee and any other person who may be occupying such Premises or any part
thereof, without being liable for prosecution or any claim of damages therefor.

     B.   If Lessor terminates this Lease, at Lessor's option, Lessee shall be
liable for and shall pay to Lessor, the sum of all rental and other payments
owed to Lessor hereunder accrued to the date of such termination, plus, as
liquidated damages, an amount equal to (1) the present value of the total rental
and other payments owed hereunder for the remaining portion of the Lease term,
calculated as if such term expired on the date set forth in Paragraph 1, less
(2) the then present fair market rental value of the Premises for such period,
which because of the difficulty of ascertaining such value, Lessor and Lessee
stipulate and agree, shall in no event be deemed to exceed seventy-five percent
(75%) of the rental amount set forth in Paragraph 2 above.

     C.   If Lessor repossesses the Premiss without terminating the Lease,
Lessee, at Lessor's option, shall be liable for and shall pay Lessor on demand
all rental and other payments owed to Lessor hereunder, accrued to the date of
such repossession, plus all amounts required to be paid by Lessee to Lessor
until the date of expiration of the term as stated in Paragraph 1, diminished by
all amounts received by Lessor through reletting the Premises during such
remaining term (but only to the extent of the rent herein reserved).  Actions to
collect amounts due by Lessee to lessor under this subparagraph

                                       6
<PAGE>
may be brought from time to time, no one or more occasions, without the
necessity of Lessor's waiting until expiration of the Lease term.

     D.   Upon an event of default, in addition to any sum provided to be paid
herein, Lessee also shall be liable for and shall pay to Lessor (i) broker's
fees incurred by Lessor in connection with reletting the whole or any part of
the Premises; (ii) the costs of removing and storing Lessee's or other
occupant's property; (iii) the costs of repairing, altering, remodeling or
otherwise putting the Premises into condition acceptable to a new Lessee or
Lessees' and (iv) all reasonable expenses incurred by Lessor in enforcing or
defending Lessor's rights and/or remedies.  If either party hereto institute any
action or proceeding to enforce any provision hereof by reason of alleged breach
of any provision of this Lease, the prevailing party shall be entitled to
receive from the losing party all reasonable attorneys' fees and all court costs
in connection with such proceeding.

     E.   In the event Lessee fails to make any payment due hereunder when
payment is due, to help defray the additional cost to Lessor for processing such
late payments, Lessee shall pay to Lessor on demand a late charge in an amount
equal to five percent (5%) of such installment; and the failure to pay such
amount with ten (10) days after written demand therefor shall be an additional
                                -------
event of default hereunder.  The provision for such late charge shall be in
addition to all of Lessor's other rights and remedies hereunder or at law and
shall not be construed as liquidated damages or as limiting Lessor's remedies in
any manner.

     F.   Exercise by Lessor of any one or more remedies hereunder granted or
otherwise available shall not be deemed to be an acceptance of surrender of the
Premises by Lessor whether by agreement or by operation of law, it being
understood that such surrender can be effected only by the written agreement of
Lessor and Lessee.  Lessee and Lessor further agree that forbearance by Lessor
to enforce its rights pursuant to the Lease at law or in equity, shall not be a
waiver of Lessor's right to enforce one or more of its rights in connection with
any subsequent default.

     G.   In the event of termination and/or repossession of the Premises for an
event of default, Lessor shall use reasonable efforts to relet the Premises and
to collect rental after reletting; provided, that, Lessee shall not be entitled
to credit or reimbursement of any proceeds in excess of the rental owed
hereunder. Lessor may relet the whole or any portion of the Premises for any
period, to any lessee and for any use and purpose. Lessor will not be obligated
to relet the Premises for less than the fair market rental value of the Premises
or in preference to other rental space of Lessor. In reletting the Premises as
aforesaid, Lessor may grant rent concessions agreeable to both parties and
Lessee shall not be credited therewith, and/or Lessor may relet the Premises as
a part of a larger area and/or Lessor may change the character or use made of
the Premises in the reletting.

     H.   If Lessor fails to perform any of its obligations hereunder within
thirty (30) days after written notice from Lessee specifying such failure,
Lessee's exclusive remedy shall be an action for damages.  Unless and until
Lessor fails to so cure any default after such notice, Lessee shall not have
any remedy or cause of action by reason thereof.  All obligations of Lessor
hereunder will be construed as covenants, not conditions; and all such
obligations will be binding upon Lessor only during the period of its possession
of the Premises and not thereafter.  The term "Lessor" shall mean only the
owner, for the time being of the Premises, and in the event of the transfer by
such owner if its interest in the Premises, such owner shall thereupon be
released and discharged from all covenants and obligations of the Lessor
thereafter accruing, but such covenants and obligations shall be binding during
the Lease term upon each new owner for the duration of such owner's ownership.
Notwithstanding any other provison hereof, Lessor shall not have any personal
liability hereunder. In the event of any breach or default by Lessor in any term
or provision of this Lease, Lessee agrees to look solely to the equity or
interest then owned by Lessor in the Premises or of the building of which the
Premises are a part; however, in no event, shall any deficiency judgement or any
money judgement of any kind be sought or obtained against any Lessor. If Lessor
is not the Owner of the property, then the term "Lessor" shall be substituted
for the word "Owner" wherever it appears in this provision.

     I.   If Lessor repossess the Premises pursuant to the authority herein
granted, then Lessor shall have the right to (i) keep in place and use or (ii)
remove and store all of the furniture, fixtures and equipment at the Premises,
including that which is owned by or leased to Lessee at all times prior to any
foreclosure thereon by Lessor or repossession thereof by any Lessor thereof or
third party having a lien thereon.  Lessor also shall have the right to
relinquish possession of all or any portion of such furniture, fixtures,
equipment and other property to any person ("Claimant") who presents to Lessor
a copy of any instrument represented by Claimant to have been executed by Lessee
(or any predecessor of Lessee) granting Claimant the right under various
circumstances to take possession of such furniture, fixtures, equipment or other
property, without the necessity on the part of Lessor to inquire into the
authenticity or legality of said instrument.  The rights of Lessor herein stated
shall be in addition to any and all other rights that Lessor has or may
hereafter have at law or in equity; and Lessee stipulates and agrees that the
rights herein granted Lessor are commercially reasonable.

     J.   Notwithstanding anything in this Lease to the contrary, all amounts
payable by Lessee to or on behalf of Lessor under this Lease, whether or not
expressly denominated as rent, shall constitute rent.

     K.   This is a contract under which applicable law excuses Lessor from
accepting performance from (or rendering performance to) any person or entity
other than Lessee.

     L.   Any base rent, additional rent, or other amounts required to be paid
by Lessee hereunder, which shall not be paid when due, shall bear interest at
eighteen percent (18%) per annum, but in no event shall such interest rate
exceed the highest rate permitted by the laws of Texas.

     20.  MORTGAGES.  Lessee accepts this Lease subject and subordinate to any
mortgages and/or deeds of trust now or at any time hereafter constituting a lien
or charge upon the Premises or the improvements situated thereon or the building
of which the Premises are a part, provided however, that if the mortgagee,
trustee or holder of any such mortgage or deed of trust elects to have Lessee's
interest in this Lease superior to any such instrument, then by notice to Lessee
from such mortgagee, trustee or holder, this Lease shall be deemed superior to
such lien, whether this Lease was executed before or after said mortgage or deed
of trust. Lessee, at any time hereafter on demand, shall execute any
instruments, releases or other

08/96                                  7

<PAGE>

documents that may be required by any mortgagee for the purpose of subjecting
and subordinating this Lease to the lien of any such mortgage, or any estoppel
certificates required by any mortgagee.

     21.  MECHANIC'S LIENS.  Lessee has no authority, express or implied, to
create or place any lien or encumbrance of any kind or nature whatsoever upon,
or in any manner to bind the interest of Lessor or Lessee in the Premises or to
charge the rentals payable hereunder for any claim in favor of any person
dealing with Lessee, including those who may furnish materials or perform labor
for any construction or repairs. Lessee covenants and agrees that it will pay or
cause to be paid all sums legally due and payable by it on account of any labor
performed or materials furnished in connection with any work performed on the
Premises and that it will save and hold Lessor harmless from any and all loss,
cost or expense, including attorney's fees, based or arising out of asserted
claims or liens against the leasehold estate or against the right, title and
interest of the Lessor in the Premises or under the terms of this Lease. Lessee
agrees to give Lessor immediate written notice of placing of any lien or
encumbrance against the Premises.

     22.  MISCELLANEOUS.

     A.   Words of any gender used in this Lease shall be held and construed to
include any other gender, and words in the singular number shall be held to
include the plural, unless the context otherwise requires.  The captions
inserted in this Lease are for convenience only and in no way define, limit or
otherwise describe the scope or intent of this Lease, or any provision hereof,
or in any way affect the interpretation of this Lease.

     B.   In the event the Premises constitute a portion of a multiple occupancy
building, Lessee's "Proportionate share", as used in this Lease, shall mean a
fraction, the numerator of which is the space contained in the Premises and the
denominator of which is the entire space contained in the building.

     C.   The terms, provisions and covenants and conditions contained in this
Lease shall run with the land and shall apply to, inure to the benefit of, and
be binding upon, the parties hereto and upon their respective heirs, executors,
personal representatives, legal representatives, successors and assigns, except
as otherwise herein expressly provided.  Lessor shall have the right to transfer
and assign, in whole or in part, its rights and obligations in the building and
property that are subject of this Lease.  Each party agrees to furnish to the
other, promptly upon demand, a corporate resolution, proof of due authorization
by partners, or other appropriate documentation evidencing the due authorization
of such party to enter into this Lease.

     D.   Lessor shall not be held responsible for delays in the performance of
its obligations hereunder when caused by material shortages, acts of God or
labor disputes, and any time limitation set forth herein for any such Lessor
performance shall be extended for such delays.

     E.   Lessee agrees, from time to time, within ten (10) days after request
of Lessor, to deliver to Lessor, or Lessor's designee, a Certificate of
Occupancy and an estoppel certificate on Lessor's form stating that this Lease
is in full force and effect, the date to which rent has been paid, the unexpired
term of this Lease and such other factual matters pertaining to this Lease as
may be requested by Lessor.  It is understood and agreed that Lessee's
obligation to furnish such estoppel certificates in a timely fashion is a
material inducement for Lessor's execution of this Lease.

     F.   This Lease constitutes the entire understanding and agreement of the
Lessor and Lessee with respect to the subject matter of this Lease, and contains
all of the covenants and agreements of Lessor and Lessee with respect thereto.
Lessor and Lessee each acknowledge that no representations, inducements,
promises or agreements, oral or written, have been made by Lessor or Lessee, or
anyone acting on behalf of Lessor or Lessee, which are not contained herein, and
any prior agreements, promises, negotiations, or representations not expressly
set forth in this Lease are of no force or effect.  This Lease may not be
altered, changed or amended except by an instrument in writing signed by both
parties hereto.

     G.   All obligations of Lessee hereunder not fully performed as of the
expiration or earlier termination of the term of this Lease shall survive the
expiration or earlier termination of the term hereof, including without
limitation, all payment obligations with respect to taxes and insurance and all
obligations concerning the condition and repair of the Premises.  Upon the
expiration of earlier termination of the term hereof, and prior to Lessee
vacating the Premises, Lessee shall pay to Lessor any amount reasonably
estimated by Lessor as necessary to put the Premises, including without
limitation, all heating and air conditioning systems and equipment therein, in
good and operable condition and repair, reasonable wear and tear excluded.
Lessee shall also, prior to vacating the Premises, pay to Lessor the amount, as
estimated by Lessor, of Lessee's obligation hereunder for real estate taxes and
insurance premiums for the year in which the Lease expires or terminates.  All
such amounts shall be used and held by Lessor for payment of such obligations of
Lessee hereunder, with Lessee being liable for any additional costs therefor
upon demand by Lessor, or with any excess to be returned to Lessee after all
such obligations have been determined and satisfied as the case may be. Any
security deposit held by Lessor shall be credited against the amount due from
Lessee under this Paragraph 22G.

     H.   If any clause or provision of this Lease is illegal, invalid, or
unenforceable under present or future laws effective during the term of this
Lease, then and in that event, it is the intention of the parties hereto that
the remainder of the Lease shall not be affected thereby, and it is also the
intention of the parties to this Lease that in lieu of each clause or provision
of this Lease that is illegal, invalid or unenforceable, there be added, as a
part of this Lease, a clause or provision as similar in terms to such illegal,
invalid or unenforceable clause or provision as may be possible and be legal,
valid and enforceable.

     I.   All references in this Lease to "the date hereof" or similar
references shall be deemed to refer to the last date, in point of time, on which
all parties hereto have executed this Lease.

     J.   Lessee represents and warrants that it has dealt with no broker, agent
or other person other than Fults Associates and Transwestern Property Company in
connection with this transaction or that no broker, agent or other person other
than Fults Associates and Transwestern Property Company brought about this
transaction, other than as may be referenced in a separate written agreement
executed by Lessee, and delivered to Lessor, and Lessee agrees to indemnify and
hold Lessor

08/96                                  8
<PAGE>

harmless from and against any claims by any other broker, agent or other person
claiming a commission or other form of compensation by virtue of having dealt
with Lessee with regard to this leasing transaction.

     K.   If and when included within the term "Lessor", as used in this
instrument, there is more than one person, firm or corporation, all shall
jointly arrange among themselves for their joint execution of a notice
specifying some individual at some specific address for the receipt of notices
and payments to Lessor.  If and when included within the term "Lessee", as used
in this instrument, there is more than one person, firm or corporation, all
shall jointly arrange among themselves for their joint execution of a notice
specifying some individual at some specific address within the continental
United States for the receipt of notices and payments to Lessee.  All parties
included within the terms "Lessor" and "Lessee", respectively shall be bound by
notices given in accordance with the provisions of Paragraph 25 hereof to the
same effect as if each had received such notice.

     23.  SECURITY SERVICE.  Lessor shall have the option, but not the
obligation, to provide a security service; and in such event, Lessee agrees to
pay Lessee's proportionate share of the security guard service, cost of
monitoring, repair and maintenance of the burglar alarm system, water flow
detection system and other protective security equipment installed on the
Premises and/or the building of which the Premises are a part, including the
cost of any license or permit or user charge required for such security system.
If Lessor elects to provide security service, Lessor may enter into an agreement
with a third party for the monitoring, maintenance and repair of the security
service.  Lessor shall not be liable to Lessee for any damages, costs or
expenses which occur for any reason, including, but not limited to, improper
installation of the security system, failure to maintain the security system or
insufficient monitoring of such security system.

     24.  NOTICES.  Each provision of this instrument or of any applicable
governmental laws, ordinances, regulations and other requirements with reference
to the sending, mailing or delivering of notice or the making of any payment by
Lessor to Lessee or with reference to the sending, mailing or delivering of any
notice or the making of any payment by Lessee to Lessor shall be deemed to be
complied with when and if the following steps are taken:

          (a)  All rent and other payments required to be made by Lessee to
     Lessor hereunder shall be payable to Lessor at the address for Lessor set
     forth below or at such other address as Lessor may specify from time to
     time by written notice delivered in accordance herewith. Lessee's
     obligation to pay rent and any other amounts to Lessor under the terms of
     this Lease shall not be deemed satisfied until such rent and other amounts
     have been actually received by Lessor. In addition to base rental due
     hereunder, all sums of money and all payments due Lessor hereunder shall be
     deemed to be additional rental owed to Lessor.

          (b)  All payments required to be made by Lessor to Lessee hereunder
     shall be payable to Lessee at the address set forth below, or at such other
     address within the continental United States as Lessee may specify from
     time to time by written notice delivered in accordance herewith.

          (c)  Any written notice or document required or permitted to be
     delivered hereunder shall be deemed to be delivered whether actually
     received or not when deposited in the United States Mail, postage prepaid,
     Certified or Registered Mail, addressed to the parties hereto at the
     respective addresses set out below, or at such other address as they have
     theretofore specified by written notice delivered in accordance herewith.

     25.  ADDITIONAL PROVISIONS.  See Exhibit "C" attached hereto and
incorporated by reference herein.

     27.  ATTACHED EXHIBITS:

     Exhibit "A" attached hereto and incorporated by referenced herein.
     Exhibit "B" attached hereto and incorporated by referenced herein.
     Exhibit "B-1" attached hereto and incorporated by referenced herein.
     Exhibit "C" attached hereto and incorporated by referenced herein.
     Exhibit "D" attached hereto and incorporated by referenced herein.

     28.  HAZARDOUS WASTE. Lessee shall not cause or permit the release,
discharge, or disposal nor the presence, use, transportation, generation, or
storage of any Hazardous Material (as hereinafter defined) in, on, under, about,
to, or from the Premises by either Lessee, Lessee's employees, agents,
contractors, or invitees (collectively the "Lessee") other than the use of such
materials in de minimus quantities reasonably necessitated by the Lessee's
regular business activities.


                                       9
08/96

<PAGE>

Lessee further agrees and covenants to Lessor, its agents, employees, affiliates
and shareholders (collectively the "Lessor") the following:

     (1)  To comply with all Environmental Laws in effect, or that may come into
          effect, applicable to the Lessee or Lessee's use and occupancy of the
          Premises;
     (2)  To immediately notify Lessor, in writing, of any existing, pending or
          threatened (a) investigation, inquiry, claim or action by any
          governmental authority in connection with any Environmental Laws; (b)
          third party claims; (c) regulatory actions; and/or (d) contamination
          of the Premises;
     (3)  Lessee shall, at Lessee's expense, investigate, monitor, remediate,
          and/or clean up any Hazardous Material or other environmental
          condition, on, about, or under the Premises required as a result of
          Lessee's use or occupancy of the Premises;
     (4)  To keep the Premises free of any lien imposed pursuant to any
          Environmental Laws; and
     (5)  To indemnify, defend, and save Lessor harmless from and against any
          and all claims (including personal injury, real, or personal property
          damage), actions, judgments, damages, penalties, fines, costs,
          liabilities, interest, or attorney's fees that arise, directly or
          indirectly, from Lessee's violation of any Environmental Laws or the
          presence of any Hazardous Materials on, under or about the Premises.

The Lessee's obligations, responsibilities, and liabilities under this Section
shall survive the expiration of this Lease.

For purposes of this Section the following definitions apply:

"Hazardous Materials" shall mean:  (1) any "hazardous waste" and/or "hazardous
substance" defined pursuant to any Environmental Laws; (2) asbestos or any
substance containing asbestos; (3) polychlorinated biphenyls; (4) lead; (5)
radon; (6) pesticides; (7) petroleum or any other substance containing
hydrocarbons; (8) any substance which, when on the Premises, is prohibited by
any Environmental Laws; and (9) any other substance, material, or waste which,
(i) by any Environmental Laws requires special handling or notification of any
governmental authority in its collection, storage, treatment, or disposal or
(ii) is defined or classified as hazardous, dangerous or toxic pursuant to any
legal requirement.

"Environmental Laws" shall mean:  any and all federal, state and local laws,
statues, codes, ordinates, regulations, rules or other requirements, relating to
human health or safety or to the environment, including, but not limited to,
those applicable to the storage, treatment, disposal, handling and release of
any Hazardous Materials, all as amended or modified from time to time.

     EXECUTED BY LESSOR, this          day of               , 1997.
                              --------        -------------

<TABLE>
<S>                                                     <C>
ATTEST/WITNESS:                                         LESSOR:
                                                        Transwestern Property Company as Property Manager for
                                                        Premier Jack Limited Partnership


-------------------------------------------------       -------------------------------------------------
By:     John M. Fulton                                  By:     C.J. Butler
        -----------------------------------------               -----------------------------------------
Title:  Vice President                                  Title:  Senior Vice President
        -----------------------------------------               -----------------------------------------

                                                        Address:
                                                                 Transwestern Property Company as Property
                                                                 Manager for Premier Jack Limited Partnership
                                                                 12221 Merit Drive, Suite 450
                                                                 Dallas, Texas 75251

     EXECUTED BY LESSEE, this 27th day of January, 1997.

ATTEST/WITNESS                                          LESSEE:

                                                        H.D. VEST, Inc.

                                                        /s/ W. Ted Sinclair
-------------------------------------------------       -------------------------------------------------
By:                                                     By:     W. Ted Sinclair
        -----------------------------------------               -----------------------------------------
Title:                                                  Title:  Vice President & Chief  Executive Officer
        -----------------------------------------               -----------------------------------------

                                                        Address:
                                                                 3225 Premier Drive, Suite 150
                                                                 Irving, Texas 75063
</TABLE>

08/96                                  10