EXHIBIT 10.13
                            OFFICE/SHOWROOM/WAREHOUSE
                                 LEASE AGREEMENT
THE STATE OF TEXAS
COUNTY OF DALLAS

THIS LEASE AGREEMENT, made and entered into as of the ___ day of ______ , 19___,
by and between the Landlord and Tenant hereinafter named.

                                   WITNESSETH:

         1. DEFINITIONS AND BASIC PROVISIONS. The following definitions and
basic provisions shall be used in conjunction with and limited by the reference
thereto in the provisions of this lease:

         (a)      "Landlord": SPRINGCREEK PLACE, LTD.
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         (b)      "Tenant":   MARKETARTS INC., A TEXAS CORPORATION
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         (c)      "Premises": 1800 NORTH GLENVILLE, SUITE 110
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                              RICHARDSON,TX 75081
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as generally outlined on the plan attached hereto as Exhibit "A", said premises
consisting of 6,345 SQUARE FEET OF NET RENTABLE AREA. (In determining net
rentable area, all measurements are from the outer surfaces of walls, whether
exterior walls and/or hallway walls, except party walls where measurements are
from centerline.) The net rentable area of the project is 76,280 square feet.

         (d)      "LEASE TERM". A period of 36.5 months, commencing on JULY 15 ,
1996 (the "commencement date") and ending on JULY 31, 1999.

         (e)      "BASIC RENTAL": $ $4.097.81 per month.

         (f)      "SECURITY DEPOSIT": $ 4,097.81 .

         (g)      "PERMITTED USE": OFFICE AND STORAGE .

         (h)      "COMMON AREA MAINTENANCE FEE": BASE YEAR 1996 .

         The Common Area Maintenance Fee is based on operating costs existing
during the calendar year in which the Lease commences (the "Base Year"). In the
event that the operating costs pertaining to the common area ever exceed, for
the calendar year during the term hereof succeeding the Base Year, such
operating costs incurred during the Base Year, then Tenant shall pay the
Landlord, as additional rental, Tenant's proportionate share (as defined and set
forth in Paragraph 4 of this Lease) of such increase. Tenant's proportionate
share of any such increase shall be billed by Landlord, and paid by Tenant, at
the time and in the manner provided for in the billing and payment of Rental
Escalation as set forth in Paragraph 4 of this Lease.

         2. LEASE GRANT. Landlord, in consideration of the rent to be paid and
the other covenants and agreements to be performed by Tenant and upon the terms
and conditions hereinafter stated, does hereby lease, demise and let unto Tenant
the premises (as defined in paragraph 1(c) hereof) commencing on the
commencement date (as defined in paragraph 1(d) hereof, or as adjusted as
hereinafter provide) and ending on the last day of the lease term, unless sooner
terminated as herein provided. If this lease is executed before the premises
become vacant, or otherwise available and ready for occupancy, or if any present
tenant or occupant of the premises holds over, and Landlord cannot acquire
possession of the premises prior to the commencement date of this lease,
Landlord shall not be deemed to be in default hereunder, and Tenant agrees to
accept possession of the premises at such time as Landlord is able to tender the
same and such date shall be deemed to be the commencement date and this lease
shall continue for the lease term described in paragraph 1(d) hereof. Landlord
hereby waives payment of rent covering any period prior to the rendering of
possession of the premises to Tenant hereunder. Likewise, should Tenant occupy
the premises prior to the commencement date specified in paragraph 1(d), the
commencement date shall be altered to coincide with said occupancy with the
ending date of the lease remaining unchanged before occupying the premises.
Tenant shall be deemed to have accepted the same as suitable for the purpose
herein amended and to have acknowledged that the same comply fully with
Landlord's covenants and obligations.

         3. RENT. In consideration of this lease, Tenant promises and agrees to
pay Landlord the basic rental (as defined in paragraph 1(a) hereof) without
deduction or set off, for each month of the entire lease term. One such monthly
installment together with the security deposit (as defined in paragraph 1(f)
hereof) shall be payable by Tenant to Landlord contemporaneously with the
execution hereof, and a like monthly installment shall be due and payable
without demand on or before the first day of each succeeding calendar month
during the term hereof. Rent for any fractional month at the beginning or end of
the lease term shall be prorated. The security deposit shall be held by Landlord
without liability for interest and as security for the performance by Tenant of
Tenant's covenants and obligations under this lease, it being expressly
understood that such deposit shall not be considered an advance payment of

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rental or a measure of Landlord's damages in case of default by Tenant. Upon the
occurrence of any event of default by Tenant, Landlord may, from time to time,
without prejudice to any such remedy, use such deposit to the extent necessary
to make good any arrearages of rent and any other damage, injury, expenses or
liability caused to Landlord by such event of default. Following any such
application of the security deposit, Tenant shall pay to Landlord on demand the
amount so applied in order to restore the security deposit to its original
amount. If Tenant is not then in default hereunder, any remaining balance of
such deposit shall be returned by Landlord to Tenant upon termination of this
lease. If Landlord transfers its interest in the premises during the lease term,
Landlord may assign the security deposit to the transferee and thereafter shall
have no further liability for the return of such security deposit.

         If the monthly rental installment is not received by the Landlord on or
before the 10th day of the month for which said monthly rental installment is
due, a service charge of 10% of the monthly rental installment owed shall become
due and payable in addition to the monthly rental installment owed. Said service
charge is for the purpose of reimbursing Landlord for the extra costs and
expenses incurred in connection with the handling and processing of late monthly
rental.

         4. RENTAL ESCALATION. The basic rental payable under paragraph 1(e)
hereof is based on factors existing during the calendar year in which the lease
commences ("base year") said factors including operating expenses which include
general maintenance, maintenance of the common areas (including but not limited
to landscape and irrigation maintenance, exterior lighting and utilities, and
parking lot cleaning and repairs) water, sewer, and drainage charges, waste
removal, building and roof repairs, real property taxes and assessments, fire,
casualty and liability insurance and management for the project. In the event
that during the lease term said operating expenses for 1997 or any succeeding
calendar year exceed BASE YEAR 1996 EXPENSES ("base expense rate") for the net
rentable area of the project (as defined in paragraph 1(c) hereof), Tenant,
within thirty (30) days after written notification of the foregoing by Landlord,
shall:

         (a) Pay to Landlord Tenant's proportionate share ( 8.32 %) of such
increase for the year in question, said proportionate share being defined to
mean a fraction, the numerator of which is the square footage of the premises
set out in paragraph 1(c), and the denominator of which is the total net
rentable area of the project also set out in paragraph 1(c). The product
resulting from the application of such fraction to the increase shall constitute
the amount of additional rent Tenant shall pay. Landlord may apply all or part
of Tenant's security deposit to satisfy the additional rent called for
hereunder, and following any such application, Tenant shall on demand pay to
Landlord the amount so applied in order to restore the security deposit to the
original amount.

         (b) Additionally, beginning January 1 of the calendar year next
following any year in which Tenant is obligated to pay its proportionate
increase set out in subparagraph 4(a) above, the basic rental per month set out
in paragraph 1(e) shall be increased by an amount equal to the additional rent
determined in accordance with subparagraph 4(a) above divided by twelve. Any
such additional rent collected shall be applied to any increase over the base
expense rate for the calendar year in which the additional rent is paid. After
the end of every calendar year Landlord will deliver to Tenant a statement
including (i) the previous calendar year's operating expenses (as defined in
paragraph 4). (ii) Tenant's proportionate share of any increases. (iii) the
adjustment, if any, reflecting the additional rent paid, and (iv) the net amount
due Landlord or due to be reimbursed to tenant; provided, however, in no event
shall the monthly rental ever be less than the basic rental specified in
paragraph 1(a).

         Notwithstanding any expiration or termination of this lease prior to
the lease expiration date (except in the case of a cancellation by mutual
agreement) Tenant's obligation to pay any and all additional rent under this
lease shall continue and shall cover all periods up to the lease expiration
date. Tenant's obligation to pay any and all additional rent under this lease
and Landlord's and Tenant's obligation to make the adjustments referred to in
this paragraph 4 shall survive any expiration of termination of this lease.

         5.  SERVICES.

         (a) Landlord agrees to make available to the premises at Landlord's
sole cost and expense (i) water; (ii) air conditioning and heating units in
existing locations; (iii) electric service and outlets and; (iv) electrical
lighting service for all common areas in the manner and to the extent deemed by
Landlord to be standard.

         (b) Tenant shall pay for the electricity, gas, and water utilized in
operating any and all facilities serving the leased premises. Tenant shall also
pay for exterior trash and waste receptacles and removal and for janitorial
services within the leased premises.

         (c) Failure to any extent to furnish or any stoppage or interruption of
these defined services resulting from any cause shall not render Landlord liable
in any respect for damages to either person, property or business, nor be
construed as an eviction of Tenant, nor any abatement of rent, nor relieve
Tenant from fulfillment of any covenant or agreement hereof. Tenant shall have
no claim for abatement of rent or damages on account of any interruptions in
service occasioned thereby or resulting therefrom.

         6. LEASEHOLD IMPROVEMENTS. Landlord has made no representations as to
the condition of the premises or the building or to remodel, repair or decorate,
except as expressly set forth herein. Tenant acknowledges that it is accepting
the premises in their "as is" condition.

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         7. USE. Tenant shall use the premises only for the permitted use (as
defined in paragraph 1(g) hereof. Tenant will not occupy or use the premises, or
permit any portion of the premises to be occupied or used for any business or
purpose other than the permitted use or for any use or purpose which is unlawful
in part or in whole or deemed to be disreputable in any manner or extra
hazardous on account of fire, nor permit anything to be done which will in any
way increase the rate of fire insurance on the building or contents; and in
event that, by reason of acts of Tenant, there shall be any increase in rate of
insurance on the building or contents created by Tenant's acts or conduct of
business then such acts of Tenant shall be deemed to be an event of default
hereunder and Tenant hereby agrees to pay to Landlord the amount of such
increase on demand and acceptance of such payment shall not constitute a waiver
of any of Landlord's other rights provided herein. Tenant will conduct its
business and control its agents, employees and invitees in such a manner as not
to create any nuisance, nor interfere with, annoy or disturb other tenants or
the Landlord in management of the building. Tenant will maintain the premises in
a clean, healthful and safe condition and will comply with all laws, ordinances,
orders, rules and regulations (state, federal, municipal and other agencies or
bodies having any jurisdiction thereof) with reference to use, condition or
occupancy of premises. Tenant will not, without the prior written consent of the
Landlord, paint, install lighting or decoration, or install any signs, window or
door lettering or advertising media of any type on or about the premises or any
part thereof. Should Landlord agree in writing to any of the foregoing items in
the preceding sentence, Tenant will maintain such permitted items in good
condition and repair at all times.

           8.  REPAIRS AND MAINTENANCE.

(a) BY LANDLORD: Landlord shall at its expense maintain only the foundation,
underground or otherwise concealed plumbing, and the structural soundness of the
exterior walls (excluding all windows, window glass, plate glass, and all doors)
of the building in good repair and condition, except for reasonable wear and
tear. Landlord shall be responsible for termite eradication. Tenant shall give
immediate written notice to Landlord of the need for repairs or corrections and
Landlord shall proceed promptly to make such repairs or corrections. Landlord's
liability hereunder shall be limited to the cost of such repairs or corrections.
Landlord represents that at the beginning date of this lease agreement the
plumbing and heating and air-conditioning equipment are in good operating
condition.

(b) BY TENANT: Tenant shall at its expense and risk maintain all other parts of
the building and other improvements on the demised premises in good repair and
condition, including but not limited to repairs (including all necessary
replacements) to the interior plumbing, windows, window glass, plate glass,
interior and exterior doors, heating systems, air-conditioning equipment, fire
protection sprinkler system, and the interior of the demised premises in
general. All warranties and guarantees in effect on any of the items mentioned
above will be for Tenant's or Landlord's use as applicable. In event Tenant
should neglect reasonably to maintain the demised premises, Landlord shall have
the right (but not the obligation) to cause repairs or corrections to be made
and any reasonable costs therefore shall be payable by Tenant to Landlord as
additional rental on the next rental installment date.

           9. ALTERATIONS AND IMPROVEMENTS. At the end or other termination of
this lease, Tenant shall deliver up the premises with all improvements located
thereon (except as otherwise herein provided) in good repair and condition,
reasonable wear and tear excepted, and shall deliver to Landlord all keys to the
premises. The cost and expense of any repair necessary to restore the condition
of the leased premises to said condition in which they are to be delivered to
Landlord shall be borne by Tenant. Tenant will not make or allow to be made any
alterations or physical additions in or to the premises without the prior
written consent of Landlord, which consent shall not be unreasonably withheld as
to non-structural alterations. All alterations, additions or improvements
(whether temporary or permanent in character) made in or upon the premises
either by Landlord or Tenant shall be Landlord's property on termination of this
lease and shall remain on the premises without compensation to Tenant. All
furniture, moveable trade fixtures and equipment installed by Tenant may be
removed by Tenant at the termination of this lease if Tenant so elects and shall
be so removed if required by Landlord, or if not so removed shall, at the option
of the Landlord, become the property of Landlord. All such installations,
removals and restoration shall be accomplished in a good workmanlike manner so
as not to damage the premises or the primary structure or structural qualities
of the building or the plumbing, electrical lines or other utilities.

           10. COMMON AREAS. The use and occupation by Tenant of the leased
premises shall include the use in common with others entitled thereto of the
common areas, parking areas, service roads, loading facilities, sidewalks, and
other facilities as may be designated from time to time by Landlord, subject
however, to the terms and conditions of this agreement and to reasonable rules
and regulations for the use thereof as prescribed from time to time by the
Landlord.

All commons areas described above shall at all times be subject to the exclusive
control and management of Landlord and Landlord shall have the right from time
to time to establish, modify and enforce reasonable rules and regulations with
respect to all facilities and areas mentioned in this Article. Landlord shall
have the right to construct, maintain, and operate lighting facilities on all
said areas and improvements, to police same, from time to time change the area,
level location and arrangement of parking areas and other facilities hereinabove
referred to, and restrict parking by tenants, their officers, agents, and
employees to employee parking areas.

All common areas and facilities not within the leased premises, which Tenant may
be permitted to use and occupy, are to be used and occupied under revocable
license and if the amount of such areas be

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diminished, Landlord shall not be subject to any liability nor shall Tenant be
entitled to any compensation or diminution or abatement of rent, nor shall such
diminution of such areas be deemed constructive or actual eviction.

         11. ASSIGNMENT AND SUBLETTING. Tenant shall not assign or in any manner
transfer this lease or any estate or interest therein, or sublet the premises or
any part thereof, or grant any license, concession or other right of occupancy
of any portion of the premises without prior written consent of the Landlord.
Consent by Landlord to one or more assignments or sublettings shall not operate
as a waiver of Landlord's rights as to any subsequent assignments and
sublettings. Notwithstanding any assignment or subletting, Tenant and any
guarantor of Tenant's obligations under this lease shall at all times remain
fully responsible and liable for the payment of the rent herein specified and
for compliance with all of Tenant's other obligations under this lease. In the
event of the transfer and assignment by Landlord of its interest in this lease
and the Building containing the premises, Landlord shall thereby be released
from any further obligations hereunder and Tenant agrees to look solely to such
successor in interest of the Landlord for performance of such obligations.
Tenant shall not mortgage, pledge or otherwise encumber its interest in this
lease or in the premises.

         12. INDEMNITY. Landlord shall not be liable for and Tenant will
indemnify and save harmless Landlord of and from all fines, suits, claims,
demands, losses and actions (including attorneys' fees) for any injury to person
or damage to or loss of property on or about the premises caused by the
negligence or misconduct or breach of this lease by Tenant, its employees,
subtenants, invitees or by any other person entering the premises or the
Building under express or implied invitation of Tenant, or arising out of
Tenant's use of the premises. Landlord shall not be liable or responsible for
any loss or damage to any property or death or injury to any person occasioned
by theft, fire, Act of God, public enemy, injunction, riot, strike,
insurrection, war, court order, requisition or other governmental body or
authority, by other tenants of the Building or any other matter beyond control
of Landlord, or for any injury or damage or inconvenience which may arise
through repair or alteration of any part of the Building, or failure to make
repairs, or from any cause whatever except Landlord's gross negligence.

         13. MORTGAGES. Tenant accepts this lease subject to any deeds of trust,
security interests or mortgages which might now or hereafter constitute a lien
upon the Building or Improvements therein or on the premises and to zoning
ordinances and other Building and fire ordinances and governmental regulations
relating to the use of the property. Tenant shall at any time hereafter, on
demand, execute any instruments, releases or other documents that may be
required by any mortgages for the purpose of subjecting and subordinating this
lease to the lien of any such deed of trust, security interest or mortgage. With
respect to any deed of trust, security interest or mortgage hereafter
constituting a lien on the Building or Improvements therein or the premises,
Landlord, at its sole option, shall have the right to waive the applicability of
this paragraph 13 so that this lease will not be subject and subordinate to any
such deed of trust, security interest or mortgage.

         14. CASUALTY INSURANCE. Landlord shall, at all times during the term of
this lease maintain a policy or policies of Insurance with the premiums thereon
fully paid in advance, issued by and binding upon some solvent insurance
company, insuring the Building against loss or damage by fire, explosion, or
other hazards and contingencies for the full insurable value thereof; provided
that Landlord shall not be obligated to insure any furniture, equipment,
machinery, goods or supplies not covered by this lease which Tenant may bring or
obtain upon the leased premises, or any additional improvements which Tenant may
construct thereon.

Tenant shall procure and maintain throughout the term of this lease a policy or
policies of insurance at its sole cost and expense, insuring Tenant and Landlord
against any and all liability for injury to or death of a person or persons,
occasioned by or arising out of or in connection with the use or occupancy of
the Premises, the limits of such policy or policies to be in an amount not less
than $1,000,000.00 with respect to injuries to or death of any one person and in
an amount of not less than $1,000,000 with respect to any one accident or
disaster, and shall furnish evidence satisfactory to Landlord of the maintenance
of such insurance. Tenant shall obtain a written obligation on the part of each
insurance company to notify Landlord at least ten (10) days prior to
cancellation of such insurance.

         15. INSPECTION. Landlord or representatives shall have the right to
enter into and upon any and all parts of premises at reasonable hours to (i)
inspect same or clean or make repairs or alterations or additions as Landlord
may deem necessary (but without obligation to do so, except as expressly
provided for herein). or (ii) show the premises to prospective tenants,
purchasers or lenders; and Tenant shall not be entitled to any abatement or
reduction of rent by reason thereof, nor shall such be deemed to be an actual or
constructive eviction.

         16. CONDEMNATION. If, during the term of this lease or any extension or
renewal thereof, all of the premises should be 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
terminate and the rent shall be abated during the unexpired portion of this
lease, effective on the date physical possession is taken by the condemning
authority, and Tenant shall have no claim against Landlord for the value of any
unexpired term of this lease.

         In the event a portion but not all of the premises shall be taken for
any public or quasi-public use under any governmental law, ordinance or
regulation, or by right of eminent domain, by private sale in lieu thereof and
the partial taking or condemnation shall render the premises unsuitable for
Tenant's business, then Landlord shall have the option, in its sole discretion,
of terminating this lease or at Landlord's sole

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risk and expense, restoring and reconstructing the premises to the extent
necessary to make same reasonably tenantable. Should Landlord elect to restore,
the lease shall continue in full force and effect with the rent payable during
the unexpired portion of this lease being adjusted to such an extent as may be
fair and reasonable under the circumstances, and Tenant shall have no claim
against Landlord for the value of any interrupted portion of this lease.

         In the event of any condemnation or taking, total or partial, Tenant
shall not be entitled to any part of the award or price paid in lieu thereof,
and Landlord shall receive the full amount of such award or price. Tenant hereby
expressly waiving any right or claim to any part thereof.

         17. FIRE OR OTHER CASUALTY. In the event that the premises should be
totally destroyed by fire, tornado or other casualty or in the event the
premises or the Building should be so damaged that rebuilding or repairs cannot
be completed within ninety (90) days after the date of such damage, either
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 with
the date of such damage. In the event the premises should be damaged by fire,
tornado or other casualty covered by Landlord's insurance but only to such
extent that rebuilding or repairs can be completed within ninety (90) days after
the date of such damage, or if the damage should be more serious but neither
Landlord nor Tenant elects to terminate this lease, in either such event
Landlord shall within (30) days after the date of such damage commence to
rebuild or repair the premises and shall proceed with reasonable diligence to
restore the 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 project or the premises. Landlord shall allow Tenant
a fair diminution of rent during the time the premises are unfit for occupancy.
In the event any mortgages under a deed of trust, security agreement or mortgage
on the premises 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. Any insurance which may be carried by Landlord
or Tenant against loss or damage to the project or to the premises shall be for
the sole benefit of the party carrying such insurance and under its sole
control.

         18. HOLDING OVER. Should Tenant, or any of its successors in interest,
hold over the premises, or any part thereof, after the expiration of the term of
this lease, unless otherwise agreed in writing, such holding over shall
constitute and be construed as Tenancy from month to month only, at a rental
equal to the rent payable for the last month of the term of this lease plus
fifty percent (50%) of such amount. The inclusion of the preceding sentence
shall not be construed as Landlord's consent for the Tenant to hold over.

         19. TAXES ON TENANT'S PROPERTY. Tenant shall be liable for all taxes
levied or assessed against personal property, furniture or fixtures placed by
Tenant in the premises. If any such taxes for which Tenant is liable are levied
or assessed against Landlord or Landlord's property and if Landlord elects to
pay the same or if the assessed value of Landlord's property is increased by
inclusion of personal property, furniture or fixtures placed by Tenant in the
premises, and Landlord elects to pay the taxes based on such increase, Tenant
shall pay to Landlord upon demand that part of such taxes for which Tenant is
primarily liable hereunder.

         20. EVENTS OF DEFAULT. The following events shall be deemed to be
events of default by Tenant under this lease:

         (a)      Tenant shall fail to pay any installment of the rent hereby
reserved and such failure shall continue for a period of ten (10) days.

         (b)      Tenant shall fail to comply with any term, provision or
covenant of this lease, other than the payment of rent, and shall not cure such
failure within ten (10) days after written notice thereof to Tenant.

         (c)      Tenant shall make an assignment for the benefit of creditors.

         (d)      Tenant shall file a petition under any section or chapter of
the National Bankruptcy Act, as amended, or under any similar law or statute of
the United States or any state hereof; or Tenant shall be adjudged bankrupt or
insolvent in proceeding filed against Tenant thereunder and such adjudication
shall not be vacated or set aside within thirty (30) days.

         (e)      A receiver or Trustee shall be appointed for all or
substantially all of the assets of Tenant and such receivership shall not be
terminated or stayed within thirty (30) days.

         (f)      Tenant shall desert or vacate any substantial portion of the
premises for a period of five (5) or more days.

         21. REMEDIES. Upon the occurrence of any event of default specified in
paragraph 20 hereof, Landlord shall have the option to pursue any one or more of
the following remedies without any notice or demand whatsoever:

         (a) Terminate this lease in which event Tenant shall immediately
surrender the premises to Landlord, and if Tenant fails to do so, Landlord may,
without prejudice to any other remedy which it may have for possession or
arrearages in rent, enter upon and take possession and expel or remove Tenant
and any other person who may be occupying said premises or any part thereof, by
force if necessary,

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without being liable for prosecution or any claim of damages thereof; and Tenant
agrees to pay to Landlord on demand the amount of all loss and damage which
Landlord may suffer by reason of such termination, whether through inability to
relet the premises on satisfactory terms or otherwise, including the loss of
rental for the remainder of the lease term.

         (b) Enter upon and take possession of the premises and expel or remove
Tenant and any other person who may be occupying the premises or any part
thereof, by force if necessary, without being liable for prosecution or any
claim for damages thereof, and if Landlord so elects, relet the premises on such
terms as Landlord shall deem advisable and receive the rent thereof; and Tenant
agrees to pay to Landlord on demand any deficiency that may arise by reason of
such reletting for the remainder of the lease term.

         (c) Enter upon the premises by force if necessary, without being liable
for prosecution or any claim for damages thereof, and do whatever Tenant is
obligated to do under the terms of this lease; and tenant agrees to reimburse
Landlord on demand for any expenses which landlord may incur in thus effecting
compliance with Tenant's obligations under this lease, and Tenant further agrees
that Landlord shall not be liable for any damages resulting to the Tenant from
such action.

No re-entry or taking possession of the premises by Landlord shall be construed
as an election on its part to terminate this lease, unless a written notice of
such intention be given to Tenant. Notwithstanding any such reletting or
re-entry or taking possession, Landlord may at any time thereafter elect to
terminate this lease for a previous default. Pursuit of any of the foregoing
remedies shall not preclude pursuit of any of the other remedies herein provided
or any other remedies provided by law, nor shall pursuit of any remedy herein
provided constitute a forfeiture or waiver of any rent due to Landlord hereunder
or of any damages accruing to Landlord by reason of the violation of any of the
terms, provisions and covenants herein contained. Landlord's acceptance of rent
following an event of default hereunder shall not be construed as Landlord's
waiver of such event of default. No waiver by Landlord of any violation or
breach of any of the terms, provisions, and covenants herein contained shall be
deemed or construed to constitute a waiver of any other violation or breach of
any of the terms, provisions, and covenants herein contained. Forbearance by
Landlord to enforce one or more of the remedies herein provided upon an event of
default shall not be deemed or construed to constitute a waiver of any other
violation or default. The loss or damage that Landlord may suffer by reason of
termination of this lease or the deficiency from any reletting as provided for
above shall include the expense of repossession and any repairs or remodeling
undertaken by Landlord following possession. Should Landlord at any time
terminate this lease for any default, in addition to any other remedy Landlord
may have, Landlord may recover from Tenant all damages Landlord may incur by
reason of such default including the cost of recovering the premises and the
loss of rental for the remainder of the lease term.

         22. SURRENDER OF PREMISES. No act or thing done by the Landlord or its
agents during the term hereby granted shall be deemed an acceptance of a
surrender of the premises, and no agreement to accept a surrender of the
premises shall be valid unless the same be made in writing and subscribed by the
Landlord.

         23. ATTORNEY'S FEES. In case it should be necessary or proper for
Landlord to bring any action under this lease or to consult or place said lease,
or any amount payable by Tenant thereunder, with an attorney concerning or for
the enforcement of any of Landlord's rights hereunder, then Tenant agrees in
each and any such case to pay to Landlord a reasonable attorneys' fee.

           24. LANDLORD'S LIEN. In addition to the statutory Landlord's lien,
Landlord shall have, at all times, a valid security interest to secure payment
of all rentals and other sums of money becoming due hereunder from Tenant, and
to secure payment of any damages or loss which Landlord may suffer by reason of
the breach by Tenant of any covenant, agreement or condition contained herein,
upon all goods, wares, equipment, fixture, furniture, improvements and other
personal property of Tenant presently or which may hereafter be situated on the
premises, and all proceeds therefrom and such property shall not be removed
therefrom without the consent of Landlord until all arrearages in rent as well
as any and all other sums of money then due to Landlord hereunder shall first
have been paid and discharged and all the covenants, agreements and conditions
hereof have been fully complied with and performed by Tenant. Upon the
occurrence of an event of default by Tenant, Landlord may, in addition to any
other remedies provided herein, enter upon the premises and take possession of
any and all goods, wares, equipment, fixtures, furniture, improvements and other
personal property of Tenant situated on the premise, without liability for
trespass or conversion, and sell the same at public or private sale, with or
without having such property at the sale, after giving Tenant reasonable notice
of the time and place of any public sale or of the time after which any private
sale is to be made, at which sale the Landlord or its assigns may purchase
unless otherwise prohibited by law. Unless otherwise provided by law, and
without intending to exclude any other manner of giving Tenant reasonable
notice, the requirement of reasonable notice shall be met if such notice is
given in the manner prescribed in paragraph 27 of this lease at least five (5)
days before the time of sale. The proceeds from any such disposition, less any
and all expenses connected with the taking of possession, holding and selling of
the property (including reasonable attorneys' fees and other expenses), shall be
applied as a credit against the indebtedness secured by the security interest
granted in this paragraph 24. Any surplus shall be paid to Tenant or as
otherwise required by law; and the Tenant shall pay any deficiencies forthwith.
Upon request by Landlord, Tenant agrees to execute and deliver to Landlord a
financing statement in form sufficient to perfect the security interest of
Landlord in the aforementioned property and proceeds thereof under the
provisions of the Uniform Commercial Code in force in the State of Texas. The
statutory lien for rent is not hereby waived, the security interest herein
granted being in addition and supplementary thereto.

                                        6
<PAGE>

         25. MECHANIC'S LIENS: Tenant will not permit any mechanic's lien or
liens to be placed upon the premises or the Building or improvements thereon
during the term hereof caused by or resulting from any work performed, materials
furnished or obligation incurred by or at the request of Tenant, and in the case
of the filing of any such lien Tenant will promptly pay same. If default in
payment thereof shall continue for twenty (20) days after written notice thereof
from Landlord to the Tenant, the Landlord shall have the right and privilege at
Landlord's option of paying the same or any portion thereof without inquiry as
to the validity thereof, and any amounts so paid, including expenses and
interest, shall be so much additional indebtedness hereunder due from Tenant to
Landlord and shall be repaid to Landlord immediately on rendition of bill
therefor together with interest at ten percent (10%) per annum until repaid.

         26. WAIVER OF SUBROGATION. Anything in this lease to the contrary
notwithstanding, the parties hereto hereby waive any and all rights of recovery,
claim, action or cause of action, against each other, their agents, offices, and
employees, for any loss or damage that may occur to the premises hereby demised,
or any improvement thereto, or said Building of which the premises are a part,
or any improvements thereto, by reason of fire, the elements, or any other cause
which could be insured against under the terms of standard fire and extended
overage insurance policies, regardless of cause or origin, including negligence
of the parties hereto, their agents, officers, and employees.

         27. NOTICES. Each provision of this agreement, or of any applicable
governmental laws, ordinances, regulations, and other requirements with
reference to the sending, mailing or delivery of any notice, or with reference
to the making of any payment by Tenant to Landlord, shall be deemed to be
complied with when and if the following steps are taken:

         (a)      All rent and other payment required to be made by Tenant to
Landlord hereunder shall be payable to Landlord in Dallas County, Texas at the
address hereinbelow set forth, or at such other address as Landlord may specify
from time to time by written notice delivered in accordance herewith;

         (b)      Any notice or document required to be delivered hereunder
shall be deemed to be delivered if actually received and whether or not received
when deposited in the United States mail, postage prepaid, certified or
registered mail (with or without return receipt requested) addressed to the
parties hereto at the respective addresses set out opposite their names below,
or at such other address as they have theretofore specified by written notice
delivered in accordance herewith:

         LANDLORD: Springcreek Place, Ltd., c/o John S. Dryden, P.O. Box 800068,
Dallas, Texas 75380-0068

         TENANT: MarketArts Inc., c/o Mr. John R. Jennings, Chief Executive
Officer, 1820 North Glenville, Suite 100, Richardson, Texas 75081

         28. FORCE MAJEURE. Whenever a period of time is herein prescribed for
action to be taken by Landlord, the Landlord 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.

         29. SEPARABILITY. 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 this 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.

         30. ENTIRE AGREEMENT; AMENDMENTS; BINDING EFFECT. This lease contains
the entire agreement between the parties and may not be altered, changed or
amended, except by instrument in writing signed by both parties hereto. No
provision of this lease shall be deemed to have been waived by Landlord unless
such waiver be in writing signed by Landlord and addressed to Tenant, nor shall
any custom or practice which may grow up between the parties in the
administration of the terms hereof be construed to waive or lessen the right of
Landlord to insist upon the performance by Tenant in strict accordance with the
terms hereof. The terms, provisions, covenants and conditions contained in this
lease shall apply to inure to the benefit of, and be binding upon the parties
hereto, and upon their respective successors in interest and legal
representatives, except as otherwise herein expressly provided.

         31. QUIET ENJOYMENT. Provided Tenant has performed all of the terms,
covenants, agreements and conditions of this lease, including the payment of
rent, to be performed by Tenant, Tenant shall peaceably and quietly hold and
enjoy the premises for the term hereof, without hindrance from Landlord, subject
to the terms and conditions of this lease.

         32. RULES AND REGULATIONS. Tenant and Tenant's agents, employees, and
invitees will comply fully with all requirements of the rules and regulations of
the Building and related facilities which are attached hereto as "Exhibit "B",
and made a part hereof as though fully set out herein. Landlord shall at all
times have the right to change such rules and regulations or to promulgate other
rules and regulations in such reasonable manner as may be deemed advisable for
safety, care, or cleanliness of the Building

                                        7
<PAGE>

and related facilities or premise, and for preservation of good order therein,
all of which rules and regulations, changes and amendments will be forwarded to
Tenant in writing and shall be carried out and observed by Tenant. Tenant shall
further be responsible for the compliance with such rules and regulations by the
employees, servants, agents, visitors and invitees of Tenant.

         33. BROKER'S OR AGENT'S COMMISSION. Tenant represents and warrants that
there are no claims for brokerage commissions or finder's fees in connection
with the execution of this lease, except as listed below, and Tenant agrees to
indemnify and hold harmless Landlord against all liabilities and costs arising
from such claims, including without limitation attorneys' fees in connection
therewith.

         34. GENDER. 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.

         35. JOINT AND SEVERAL LIABILITY. If there be more than one Tenant, the
obligations hereunder imposed upon Tenant shall be joint and several. If there
be a guarantor of Tenant's obligations hereunder, the obligations imposed upon
Tenant shall be the joint and several obligations of Tenant and such guarantor
and Landlord need not first proceed against the Tenant hereunder before
proceeding against such guarantor, nor shall any such guarantor be released from
its guaranty for any reason whatsoever, including without limitation, in case of
any amendments hereto, waivers hereof or failure to give such guarantor any
notices hereunder.

         36. CAPTIONS. The captions contained in this lease are for convenience
of reference only, and in no way limit or enlarge the terms and conditions of
this lease.

         37. SPECIAL PROVISIONS:

             Tenant accepts the lease space on an "as is" basis except for the
following:

         A.       Landlord agrees to separate the utilities and hvac equipment.

         B.       Landlord agrees to restore the party wall between suites 110
                  and 114.

         C.       Landlord agrees to reinstall he hallway connecting suites 100
                  and 110.

         D.       Landlord agrees to repaint and recarpet suite 110 and touchup
                  the paint job in suite 100.

         E.       Landlord agrees to allow the placement of antennas and/or the
                  other electronic signal receiving and/or emitting devices on
                  the roof and/or back sides of suites 100 and 110.

         EXECUTED AS OF THE DATE FIRST ABOVE WRITTEN.

                        LANDLORD: Springcreek Place, Ltd.

                        By:       /s/ John S. Dryden
                        --------------------------------------------------------
                                      46 Corp. General Partner
                                      John S. Dryden, President
                        --------------------------------------------------------

                        Date: 6/12/96
                        --------------------------------------------------------


                        TENANT: MarketArts Inc., a Texas Corporation

ATTEST:                 BY:       /s/ John R. Jennings
                        --------------------------------------------------------
                                      John R. Jennings
                                      Chief Executive Officer
-------------           --------------------------------------------------------
   (TITLE)

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

                        Date:  5/31/96
                        --------------------------------------------------------

                                        8

<PAGE>

                       ADDENDUM TO LEASE AGREEMENT BETWEEN
                         MARKETARTS, INC. (TENANT) AND
                SPRINGCREEK PLACE, LTD. (LANDLORD) DATED 6-12-96

Whereas the aforementioned parties agree to modify the referenced lease agrement
to include the space located at 1820 N. Glenville, suite 100 comprised of 7,180
square feet. The terms and conditions set forth in the original lease agreement
shall remain the same with the following modifications:

         I. The new space comprised of 7,180 square feet shall be leased at a
         rate of $12/sf. This equates to an additional $7,180.00/month.

         II. Expenses shall be computed with a base year 1998 on the new space.

         III. The commencement date shall be 11-1-98 and the expiration date
         shall be 7-31-99.

If this is acceptable, then please indicate by executing this document on the
designated line below. Once you have a fully executed document it will become a
part of and should be attached to the original lease agreement.

      TENANT:  /s/ John R. Jennings
             --------------------------------
              MARKETARTS, INC.

        DATE:    9/29/98
             --------------------------------

    LANDLORD:  /s/ John S. Dryden
             --------------------------------
              SPRINGCREEK PLACE, LTD.

        DATE:    10/12/98
             --------------------------------

<PAGE>

                       ADDENDUM TO LEASE AGREEMENT BETWEEN
                    MARKETARTS, INC. (TENANT) AND SPRINGCREEK
                   PLACE, LTD. (LANDLORD) DATED JUNE 12, 1996
                             AND AMENDED ON 10-12-98

This document when fully executed should be attached to and will become a part
of the two aforementioned documents. All the terms and conditions set forth in
these two documents shall remain the same with the following exceptions:

         I.       The expiration date shall be extended to 7-31-2002.

         II.      The rate shall change to $11,270.83 per month ($10/sf).

         III.     The base year shall be changed to 1999.

         IV.      Tenant accepts the lease space on an "as is" basis.

         V.       Landlord and Tenant agree that effective August 1, 1999, the
                  first sentence of Paragraph 11 of the Lease Agreement dated
                  June 12, 1996 shall be deleted in its entirety and replaced
                  with the following:

                  Tenant shall not assign or in any manner transfer this lease
                  or any estate or interest therein, or sublet the premises or
                  any part thereof, or grant any license, concession or other
                  right of occupancy of any portion of the premises without the
                  prior written consent of the Landlord, which consent shall not
                  be unreasonably withheld or delayed. Landlord and Tenant agree
                  that in the event Tenant is purchased or acquired by a larger
                  company and the usage of the premises does not change,
                  Landlord will not withhold its consent for the assignment of
                  lease.

         VI.      Operating Expense Cap. Notwithstanding anything to the
                  contrary set forth in this Lease, when determining Tenant's
                  pro rata share of excess operating expenses for lease years
                  subsequent to the first lease year, operating expenses may not
                  increase more than fifteen percent (15%) from the immediately
                  preceding lease year. Provided, the foregoing cap on operating
                  expenses shall not apply to taxes and insurance. Tenant's pro
                  rata share of the excess of these expenses shall always be
                  based on the actual amount of such expenses.

         VII.     Renewal Option. If, at the end of this renewal term of this
                  Lease, the Tenant is not in default in any of the terms,
                  conditions or covenants of the Lease, Tenant, but not any
                  assignee or subtenant of Tenant, is hereby granted an option
                  to renew this Lease for one (1) additional term of thirty-six
                  (36) months upon the same terms and conditions contained in
                  this Lease with the following exceptions:

                  A.       The renewal option term will contain no further
                           renewal options unless expressly granted by Landlord
                           in writing; and

                  B.       The rental for the renewed term shall be based on the
                           then prevailing rental rates for properties of
                           equivalent quality, size, utility and location, with
                           the length of the lease term and credit standing of
                           the Tenant to be taken into account.

                  If Tenant desires to renew this Lease, Tenant will notify the
                  Landlord of its intention to renew no later than six (6)
                  months prior to the expiration date of the Lease; Landlord
                  shall, within the next fifteen (15) days notify Tenant in
                  writing of the proposed rental rate and the Tenant shall,
                  within the next fifteen (15) days following receipt of the
                  proposed rate, notify the Landlord in writing of its
                  acceptance or rejection of the proposed rental rate. Rejection
                  of the proposed rental rate terminates any renewal option
                  pursuant to this paragraph.

                                   Page 1 of 2
<PAGE>

         VIII.    Option to Cancel. Landlord hereby grants to Tenant to the
                  right and option to cancel this Lease at any time after the
                  expiration of the twelfth (12th) month and prior to the
                  expiration of the twenty-fifth (25th) month from the
                  commencement of this Lease provided Tenant (i) gives Landlord
                  at least sixty (60) days prior written notice of the exercise
                  of this option specifying therein the effective date of the
                  cancellation, and (ii) simultaneously with the giving of such
                  notice pays to Landlord 40% of the aggregate of the remaining
                  rent owed under the Lease Agreement as consideration for the
                  cancellation of this Lease.

If this is acceptable, then please indicate by executing this agreement on the
designated line below.

ACCEPTED BY TENANT:          /S/ KEITH BLACK
                   -----------------------------------
DATE:   5/25/99
     -------------
                            MarketArts, Inc.



ACCEPTED BY LANDLORD:       /S/ JOHN S. DRYDEN
                     ----------------------------------

DATE:   5/28/99
     -------------

                             Springcreek Place, Ltd.

                                   Page 2 of 2