Exhibit 10.84

                               LEASE AGREEMENT

      THIS LEASE AGREEMENT  is entered into  as of the  22nd day of  January,
 2001,  by  Plazamerica,  Inc,  a  California  corporation  ("Landlord")  and
 Carrington Laboratories, Inc,  a Texas corporation  ("Tenant"), to  evidence
 that:

 LEASE OF THE PREMISES

      Landlord LEASES,  DEMISES and  LETS to  Tenant and  Tenant leases  from
 Landlord the  land described  in Exhibit  "A" attached  to this  Lease  (the
 "Land"),  the  building  on  the  Land   (the  "Building")  and  the   other
 improvements, including the  parking areas, owned  by Landlord  on the  Land
 (the  "Other  Improvements").    The  Land,  the  Building  and  the   Other
 Improvements are referred to collectively as  the "Premises" in this  Lease.
 The term of this Lease (the  "Term") will begin on  the earlier to occur  of
 (i) the date the Premises are Substantially Complete (hereinafter  defined),
 (ii) June 15, 2001, or (iii)  the date Tenant commences business  operations
 from the Premises (the  "Commencement Date"), and shall  end ten (10)  Lease
 Years (hereinafter defined)  from the  1st day  of the  month following  the
 Commencement Date, unless the Commencement Date  occurs on the 1st day of  a
 month, in which event the first  Lease Year shall begin on the  Commencement
 Date.  The term "Substantially Complete"  means that the improvements to  be
 constructed by Tenant as contemplated in  the Addendum attached hereto  have
 been completed in substantial accordance  with the plans and  specifications
 therefor, the Premises is capable of being occupied for its intended purpose
 and a certificate of occupancy has been  issued for the Premises.  The  term
 "Lease Year" shall mean a period of twelve (12) consecutive calendar months.
 This Lease is made on and subject to all of the provisions, terms, covenants
 and conditions set out below.

 BASIC LEASE INFORMATION

 A.   Base Rent:            $ (SEE ADDENDUM)

 B.   Security Deposit      $ (SEE ADDENDUM)

 C.   Permitted Use:        General office, laboratory and warehouse, only.

 D.   Address of Landlord:  Plazamerica, Inc.
                            20341 Irvine Avenue, Suite D-4
                            Santa Ana Heights, CA  92707
                            Attention: Leasing Department

 E.   Address of Tenant:    Carrington Laboratories, Inc.
                            2001 Walnut Hill Lane
                            Irving, TX  75038
                            Attention: Carlton Turner

 F.   Leased  Premises:    The  premises   as  defined  herein  consists   of
 approximately 281,398  square feet  of land  area and  approximately  51,205
 square feet of building area.  The parties hereto agree and acknowledge that
 all square  footages  set  forth herein,  and  in  the  Supplemental  Terms,
 Covenants And  Conditions of  the Lease,  are only  approximations, and  the
 parties to this Lease  have agreed that the  monthly rental payments as  set
 forth in the Lease and the Lease Addendum are true and correct in  substance
 as consideration.
<PAGE>

 SUPPLEMENTAL TERMS, COVENANTS AND CONDITIONS

      Landlord leases the Premises to Tenant and Tenant accepts and agrees to
 use and possess the Premises on the following Supplemental Terms,  Covenants
 and Conditions.   References  below to  the  "Basic Lease  Information"  are
 references to the information set out  above.  If a conflict exists  between
 the Basic Lease Information and the  provisions below, the provisions  below
 will control.

      1. Rent.  Tenant will pay Landlord, without demand, setoff or deduction
 except as otherwise  expressly provided herein,  a net  monthly rental  (the
 "Base Rent") as  specified in the  Basic Lease Information.   The Base  Rent
 will be due on the first day of each calendar month during the Term,  except
 Base Rent for  the first  full month  of the  Term shall  be deposited  with
 Landlord contemporaneously with the delivery by  Tenant to Landlord of  this
 Lease.  Tenant will pay all amounts due to Landlord under this Lease at  the
 address specified in the Basic Lease Information or elsewhere as  designated
 from time to time in notice from Landlord to Tenant; and all amounts payable
 by Tenant under this Lease in addition to Base Rent are additional  rentals,
 excluding only any amounts expressly designated as not being rent.

      2. Use of the Leased Premises.  Tenant will use and occupy the Premises
 for the Permitted Use  specified in the Basic  Lease Information and for  no
 other purpose.   Tenant  must use  and  maintain the  Premises in  a  clean,
 careful, safe and proper manner and  in compliance with all applicable  laws
 (including environmental  protection laws),  ordinances, orders,  rules  and
 regulations of  all governmental  bodies.   Tenant will  not in  any  manner
 deface or injure the  Premises or overload the  floors of the Building;  and
 subject only to Paragraph 14 below,  Tenant must pay Landlord on demand  for
 any damage occurring to the Premises  during the Term which Tenant fails  to
 promptly repair in accordance with the provisions of this Lease. Tenant will
 conduct its business and  occupy the Premises and  will control its  agents,
 employees, licensees  and invitees  in a  manner that  will not  create  any
 nuisance or  illegally interfere  with any  of the  owners or  occupants  of
 surrounding  properties,  and  in   full  compliance  with  the   easements,
 covenants, and  restrictions which  are scheduled  on Exhibit  "D"  attached
 hereto and made a part hereof.

      3. Condition  and Acceptance of the Leased  Premises.  The occupancy of
 the Premises by Tenant shall constitute the acknowledgment and agreement  of
 Tenant that Tenant has inspected the Premises, that Tenant is fully familiar
 with the physical condition  of the Premises, that  Tenant has received  the
 same in  good  order and  condition  and that  the  Premises comply  in  all
 respects with the requirements of this  Lease and are specifically  suitable
 to Tenant's  purpose.   LANDLORD AND  TENANT AGREE  THAT LANDLORD  MAKES  NO
 WARRANTIES WHATSOEVER, WHETHER EXPRESS OR IMPLIED, CONCERNING THE REPAIR  OR
 CONDITION OF THE PREMISES OR THE FITNESS OR SUITABILITY OF THE PREMISES  FOR
 TENANT'S INTENDED USE,  OTHER THAN  AS EXPRESSLY  SET FORTH  IN THIS  LEASE.
 EXCEPT AS OTHERWISE SPECIFICALLY SET  FORTH HEREIN, TENANT HEREBY  EXPRESSLY
 AND SPECIFICALLY WAIVES ALL SUCH WARRANTIES.  (SEE ADDENDUM)
<PAGE>

      4. Payment  of Taxes and Insurance.   Tenant will periodically pay rent
 in addition to the Base Rent to cover "Taxes" and "Insurance Costs" (both as
 defined below).  Within  thirty (30) days after  receipt of any invoice  for
 Taxes or Insurance Costs, or  as soon after such  thirty (30) day period  as
 reasonably possible, Landlord will deliver a copy of the invoice to  Tenant.
 Tenant must pay Landlord the amount due under the invoice no later than  the
 later of (i) ten  (10) days after  receipt of the  invoice, or (ii)  fifteen
 (15) days  prior to  the date  on which  payment on  the invoice  is due  by
 Landlord.  If for any reason Landlord does not receive an invoice for  Taxes
 or Insurance Costs due  with respect to the  Premises, Landlord may  prepare
 and deliver  a  statement for  such  Taxes  and Insurance  Costs  to  Tenant
 together with  evidence  reasonably supporting  the  amounts shown  in  such
 statement, and such statement will have the same force as an invoice for the
 purposes of this paragraph.   Landlord may, in  its sole discretion, make  a
 reasonable and  good faith  estimate  of the  annual  amount for  Taxes  and
 Insurance Costs and bill same  to Tenant on a  monthly basis in twelve  (12)
 equal installments; provided,  however, within  thirty (30)  days after  the
 actual invoices are  received by Landlord,  any overpayment or  underpayment
 will be refunded or paid to either Tenant  or Landlord, as the case may  be.
 As used herein, "Taxes" means all ad valorem taxes, charges, impositions and
 liens  for  public  improvements,  and  assessments  against  the  Premises,
 together with interest, penalties or other charges which may accrue  thereon
 as a result of Tenant's failure to  promptly pay the amounts due under  this
 Paragraph 4.   As used herein,  "Insurance Costs" shall  mean the costs  and
 expenses incurred by Landlord  for the insurance required  to be carried  by
 Landlord pursuant to Paragraph 11 below.  Landlord shall use its good  faith
 efforts to  ensure that  the Insurance  Costs are  as cost  effective as  is
 reasonably practical under the circumstances.   Tenant shall have the  right
 to contest the amount or validity of the Taxes by appropriate administration
 and legal proceedings  brought either in  its own name,  Landlord's name  or
 jointly and Landlord, as  Tenant may deem  appropriate, by counsel  selected
 and engaged  by  Tenant.   Landlord  shall  execute and  deliver  to  Tenant
 whatever documents may be necessary or proper to permit Tenant to so contest
 such Taxes or which may be necessary  to secure payment of any refund  which
 may result  from  any  such proceedings,  and  Landlord  hereby  irrevocably
 designates Tenant as its attorney-in-fact to execute such documents.  If the
 Premises shall constitute a separate tax lot, any such proceedings shall  be
 undertaken at the sole cost and  expense of Tenant and any refund  resulting
 therefrom shall, to the extent of the Taxes paid for the fiscal tax year  or
 years being contested, belong  solely to Tenant; on  the other hand, if  the
 Premises is  part of  the larger  parcel for  tax assessment  purposes,  any
 refund resulting from such a proceeding brought either by Tenant or Landlord
 or by them jointly shall be applied and paid first to reimburse the party or
 parties who  brought the  proceeding  for the  costs  and expenses  of  such
 proceeding borne by such party or  parties and then to reimburse Tenant  for
 the difference  between the  amount it  paid  for Taxes  for each  tax  year
 covered in whole or in part by the fiscal tax year or years involved in such
 proceeding and the amount  Tenant would have been  required to pay for  such
 tax year if the taxes for such fiscal tax year or years had been assessed in
 accordance with  the decision  rendered in  such proceeding,  together  with
 interest on the amount of such difference at the annual rate allowed by  the
 court on the overpayment of taxes,  and any remaining balance shall be  paid
 to Landlord.
<PAGE>

      5. Landlord's Repairs.  Landlord,  at its own  cost and expense,  shall
 maintain only the roof (including any roof membrane), the foundation and the
 structural soundness of the exterior walls  of the Building in good  repair,
 reasonable wear  and  tear excluded.    Landlord's duty  to  maintain  shall
 include the  duty  to replace  as  necessary or  appropriate.  Additionally,
 Landlord shall be responsible for repairing and replacing the parking  areas
 of the Premises (the "Parking Areas") to the extent that such replacement or
 repairs are due to latent defects in the Parking Areas existing prior to the
 date of this  Lease.   The term  "walls" as  used herein  shall not  include
 windows, glass  or  plate  glass, doors,  special  store  fronts  or  office
 entries.  Tenant shall immediately give Landlord written notice of defect or
 need for repairs.

      6. Tenant's Repairs.

           (a) Tenant,  at its own  cost and expense,  shall (i) maintain all
 parts of the  Premises, including,  without limitation,  the Parking  Areas,
 landscape and  grounds (except  those portions  of  the Premises  for  which
 Landlord is expressly  responsible hereunder),  in good  condition and  (ii)
 promptly make all necessary repairs and replacements thereto.

           (b) Tenant,  at  its own  cost  and  expense, shall  enter  into a
 regularly  scheduled   preventive   maintenance/service  contract   with   a
 maintenance contractor approved  by Landlord  for servicing  all hot  water,
 heating and air conditioning systems and equipment within the Premises.  The
 service contract  must  include  all  services  required  by  the  equipment
 manufacturer  in  its  operations/maintenance  manual  necessary  to   avoid
 invalidating any service warranties and must become effective not later than
 the Commencement Date.

      7. Utilities.

           (a) Landlord  agrees to provide normal  water, gas and electricity
 service to the Premises.   Not later than ten  (10) days after the  Landlord
 delivers the Premises to Tenant for Early Occupancy as provided in Paragraph
 1 of the Addendum  to Lease, Tenant shall  contract for and  pay in its  own
 name all of such utilities and services, including, without limitation,  all
 water, gas, heat,  light, power,  telephone, sewer,  and sprinkler  charges,
 together with any taxes, penalties, surcharges or the like pertaining to the
 Tenant's use of the  Premises, and any deposits  or maintenance charges  for
 utilities.
<PAGE>

           (b) No  interruption or malfunction of  any utility service, or if
 either the quantity or character of any utility service is changed or is  no
 longer available  to or  is no  longer suitable  for Tenant's  requirements,
 shall constitute an eviction or disturbance of Tenant's use or possession of
 the Premises  or a  breach  by Landlord  of  any of  Landlord's  obligations
 hereunder or render Landlord liable or responsible to Tenant for any  damage
 which Tenant may sustain or incur or entitle Tenant to be relieved from  any
 of  Tenant's  obligations  hereunder,  including,  without  limitation,  the
 obligation to pay rent, or grant Tenant any right to set-off, abatement,  or
 recoupment.  The failure by Landlord  to furnish, or any slowdown,  stoppage
 or interruption of,  any utility service  resulting from  causes beyond  the
 control of  Landlord, including  without limitation,  Landlord's  compliance
 with any voluntary  or similar governmental  or business  guidelines now  or
 hereafter published or any requirements now or hereafter established by  any
 governmental agency, board or bureau having jurisdiction over the  operation
 of the Building, shall not render Landlord liable in any respect for damages
 to either persons, property, or business, or be construed as an eviction  of
 Tenant or  work  an  abatement  of rent,  nor  relieve  Tenant  of  Tenant's
 obligations for fulfillment of any covenant or agreement hereof.

      8. Alterations  and Additions.  Except  as hereinafter provided, Tenant
 shall not make any  alterations, additions or  improvements to the  Premises
 without the  prior  written  consent  of  Landlord.    Tenant  may,  without
 Landlord's consent, make interior,  non-structural alterations which do  not
 affect electrical, mechanical or plumbing systems,  and which do not  exceed
 $20,000.00 per occurrence and $200,000.00 in the aggregate over the term  of
 the Lease. In addition, Tenant, 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; and  (c) such  items may  be removed  without
 injury to  the  Premises.   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
 Building and other improvements  situated on the  Premises and shall  comply
 with all  applicable governmental  laws,  ordinances, regulations  and  with
 Landlord's specifications and requirements.  All alterations, additions  and
 improvements made to or fixtures placed in the Premises (other than  movable
 office furniture and  equipment not attached  to the  Building and  Tenant's
 trade fixtures) will be deemed  a part of the  Building and the property  of
 Landlord when placed in the Premises.   At the expiration or termination  of
 the Term,  Landlord may  require  the removal  of  any or  all  alterations,
 personal property and equipment  from the Premises,  and the restoration  of
 the Premises to its prior condition, except for reasonable wear and tear, at
 Tenant's expense; provided, however, under no circumstances shall Tenant  be
 required to remove  the alterations being  installed by  Tenant pursuant  to
 Paragraph 3 of the Addendum or restore the Premises to a condition  existing
 prior to the  construction of such  alterations.   Unless Landlord  requires
 their removal pursuant to this Lease,  all alterations made to the  Premises
 shall remain upon and be surrendered with the Premises at the expiration  or
 termination of the Term.   All personal property  and equipment on or  about
 the Premises, other than that  which is affixed to  the Premises so that  it
 cannot be removed without material damage  to the Premises or the  Building,
 shall be removed from the Premises  by Tenant (if it  is not in default)  at
 the expiration or termination of the Term.   All removals by Tenant will  be
 accomplished in  a good  and workmanlike  manner  so as  not to  damage  any
 portion of the  Premises or Building,  and Tenant will  promptly repair  and
 restore all damage done.  If Tenant does not so remove any property which it
 has the right or duty to remove, Landlord may immediately either claim  that
 Tenant has abandoned the property, or remove, store and dispose of it in any
 manner Landlord  may choose,  at Tenant's  cost,  and without  liability  to
 Tenant or any other party.
<PAGE>

      9. Signs.    Tenant  may  install  any  signs  which  are  directly  or
 indirectly related to its permitted use so long as the same comply with  all
 applicable laws, ordinances,  rules and  regulations and  any covenants  and
 restrictions which are  scheduled on Exhibit  "D" attached hereto.  Landlord
 shall, at no  expense to  Landlord, cooperate  with Tenant  in applying  for
 permits and approval for  such signage.  Tenant  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.
 Except as permitted in the first sentence of this Paragraph 9, Tenant  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 Landlord's  prior written  consent.   All
 signs, decorations, advertising  media, blinds, draperies  and other  window
 treatment or bars or other security  installations visible from the  outside
 of the Premises  shall conform  in all  respects with  all applicable  laws,
 ordinances, rules and regulations and  any covenants and restrictions  which
 are scheduled on Exhibit "D" attached hereto and made a part hereof.

      10. Mechanic's Liens.  Nothing in this Lease constitutes the consent or
 request of Landlord, express or  implied, to any contractor,  subcontractor,
 laborer or materialman for the performance of any labor or the furnishing of
 any materials  for any  specific improvement,  alteration or  repair to  the
 Premises.  Nor does anything herein contained or in any other agreement made
 by Landlord and Tenant in connection with this Lease give Tenant any  right,
 power or authority to contract for  or permit the rendering of any  services
 or the furnishing of any materials that would give rise to the filing of any
 mechanic's or other liens against the interest of Landlord in the  Premises.
 If any  lien  is filed  against  the  Premises because  of  work  performed,
 materials supplied or  an obligation incurred  by or at  the request of  (or
 alleged request of) Tenant, then Tenant  will within thirty (30) days  after
 notice of the filing of such lien cause the same to be discharged of  record
 or bond around the same  in accordance with Section  53.171 et. seq. of  the
 Texas Property Code.  If Tenant fails  to discharge or bond around the  lien
 within such  period, then,  in addition  to  any other  right or  remedy  of
 Landlord, Landlord may  (but will not  be obligated to)  discharge the  same
 either by paying the amount claimed to be due or by procuring the  discharge
 by deposit in court or  bonding.  Any amount  paid by Landlord to  discharge
 the lien, and all reasonable legal and other expenses of Landlord, including
 reasonable attorneys' fees,  in defending  any such  action or  in or  about
 procuring the discharge of the lien will be repaid by Tenant on demand.
<PAGE>

      11. Insurance.   At all times  during the term  of this Lease, Landlord
 shall maintain a policy or policies of all risk extended coverage  insurance
 on the Building in an amount equal to not less than 100% of the  replacement
 cost thereof issued by and binding upon an insurance company licensed to  do
 business in the State of Texas and having  an A.M. Best Rating of "A-VI"  or
 better.   At Tenant's  request from  time to  time, Landlord  shall  provide
 Tenant  with  a  current  certificate  of  insurance  evidencing  Landlord's
 compliance with this Paragraph 11.  Tenant, at its own expense, will procure
 and maintain throughout the Term and any extensions or renewals of the  Term
 worker's  compensation  and   comprehensive  general  liability   insurance,
 including contractual  liability  endorsement,  against  claims  for  bodily
 injury, death  and/or property  damage occurring  in or  resulting from  the
 Premises, including injury, death and/or damage  caused by the condition  of
 or any defect in the Premises.  The policies evidencing such insurance  must
 be in broad form reasonably satisfactory to Landlord, must name Landlord  as
 an additional  insured, must  be issued  by insurance  companies  reasonably
 acceptable to Landlord, and must afford immediate protection to the limit of
 not less than  $2,000,000 inclusive for  each occurrence.   With respect  to
 each policy  evidencing  such  comprehensive  general  liability  insurance,
 Tenant  will  obtain  any  available  endorsements  reasonably  required  by
 Landlord, and Tenant  will deliver  a copy of  the policy  or a  certificate
 evidencing the  same to  Landlord.   In  addition,  Tenant will  obtain  and
 deliver to  Landlord  a  written obligation  on  the  part of  each  of  its
 insurance companies to notify Landlord at  least fifteen (15) days prior  to
 any cancellation of or material change  to such insurance.  If Tenant  fails
 to comply with these requirements relating  to insurance, then, in  addition
 to any other  right or remedy  of Landlord, Landlord  may (but  will not  be
 obligated to)  obtain such  insurance and  charge  Tenant the  premium  cost
 thereof.

      12. Tenant's  Indemnification of Landlord.   Tenant  will indemnify and
 hold Landlord harmless from all fines,  suits, costs and liability of  every
 kind arising because of:  (i)  any violation or nonperformance by Tenant  of
 any representation or covenant contained in this Lease; (ii) bodily  injury,
 death  and/or  damage  to  property  occurring  in  or  resulting  from  any
 occurrence in the  Premises during the  Term; and (iii)  any bodily  injury,
 death and/or property damage that  is incident to, arises  out of, or is  in
 any way caused  by the  negligence or  misconduct of  Tenant or  any of  its
 agents, employees, contractors,  licensees or invitees.   THE INDEMNITY  SET
 OUT IN THE PRECEDING SENTENCE WILL NOT BE IMPAIRED OR AFFECTED BY NEGLIGENCE
 ON THE PART OF LANDLORD OR ANYONE ACTING FOR LANDLORD.

      13. Liability  of Landlord.  Tenant  accepts responsibility for keeping
 all personal property and equipment in  the Premises adequately insured  and
 for maintaining adequate business interruption insurance.  Tenant waives for
 itself and its insurers all rights of recovery against Landlord,  Landlord's
 agents, officers and employees,  for any damage or  loss, whether caused  by
 Landlord's negligence or otherwise, to  the personal property and  equipment
 in the Premises and  for any theft thereof  and for direct or  consequential
 damages arising  because of  any interruption  of Tenant's  business in  the
 Premises.   Because the  preceding sentence  will preclude  any recovery  by
 Tenant or  Tenant's insurers  against Landlord  for damage  to or  theft  of
 Tenant's property  in the  Premises and  for  any interruption  of  Tenant's
 business in the Premises, Tenant agrees  immediately to notify its  insurers
 of the terms of this Paragraph.
<PAGE>

      14. Casualty Damage.

           (a) If the Building is damaged  by fire or  other casualty to  the
 extent that,  in  the  judgment of  an  independent  architect  selected  by
 Landlord, the same cannot be fully  repaired within 210 days after the  date
 the casualty occurs (the  "Casualty Date"), then  either Landlord or  Tenant
 may terminate this  Lease by  notifying the  other within  thirty (30)  days
 after the date  the architect makes  his determination, in  which event  the
 rent under this Lease will be abated as of the Casualty Date.  If this Lease
 is not terminated, then within sixty  (60) days after the Casualty Date,  or
 such greater period as may be  reasonably necessary, Landlord will  commence
 to repair and restore the Premises and any portion of the Building  required
 for access  to the  Premises, and  will diligently  complete the  same,  but
 Landlord is not required (a)  to expend more for  such repairs than the  net
 insurance proceeds (after any payment required under any mortgage  affecting
 the Premises)  reasonably allocable  to the  Premises,  or (b)  to  rebuild,
 repair or replace any of Tenant's personal property, furniture, furnishings,
 fixtures or equipment,  all of which  Tenant shall promptly  and as soon  as
 reasonably possible repair and replace at its sole cost and expense.  In the
 event Landlord does  not either  (a) commence  the repairs  to the  Building
 within the time required herein or (b) complete the repairs to the  Building
 within 210 days after the Casualty Date, Tenant may terminate this Lease  by
 written notice thereof  to Landlord  given no  later than  thirty (30)  days
 following the  date on  which  Landlord was  to  commence or  complete  such
 repairs, as the case may be.

           (b) If  the Building is  damaged by fire  or other casualty during
 the last twelve (12) months of the Term to the extent that, in the  judgment
 of an independent architect selected by  Landlord, the same cannot be  fully
 repaired within  sixty  (60)  days after  the  Casualty  Date,  then  either
 Landlord or Tenant  may cancel  this Lease as  of the  date of  the fire  or
 casualty by notice to  the other within thirty (30) days after the architect
 makes his determination.

           (c) Landlord will not be liable for any inconvenience or annoyance
 to Tenant or  injury to the  business of Tenant  resulting in  any way  from
 damage caused by fire or other casualty or the repair of such damage, except
 that, subject to the provisions of the next sentence, Landlord shall   allow
 Tenant a fair diminution of rent  during the time and  to the extent all  or
 part of the  Premises are rendered  unfit for occupancy  because of fire  or
 other casualty.   If  the Premises  is  damaged by  fire or  other  casualty
 resulting from  the intentional  acts of  Tenant or  any employee,  officer,
 contractor, agent, subtenant,  or licensee of  Tenant, rent hereunder  shall
 not be abated.
<PAGE>

           (d) Notwithstanding anything in the other Paragraphs of this Lease
 (including, without limitation, Paragraph 4 above) to the contrary, Landlord
 and Tenant  each waive  any right  of recovery  against the  other, and  the
 other's agents,  officers, or  employees,  for any  damage  or loss  to  the
 Building or its contents resulting from fire or other "casualty" (as defined
 in subparagraph (a) above).  However, without limiting any waivers in  other
 Paragraphs of this  Lease, the  waiver set out  in this  paragraph shall  be
 effective insofar, but only insofar, as compensation for such damage or loss
 is  actually  recoverable  by  the  waiving  party  (net  of  the  costs  of
 collection) under a valid and  collectible insurance policy; provided,  that
 if no such  compensation is available  to the waiving  party because it  has
 failed to maintain an insurance policy covering such damage or loss with  an
 insurance company qualified to do business  in Texas and with a  replacement
 cost endorsement (if such endorsement is available), then the waiver set out
 in this paragraph shall not be limited to available insurance proceeds.

      15. Eminent Domain.

           (a) If the  whole  or  any  portion  of  the  Premises  materially
 necessary to Tenant's use  thereof is taken for  any public or  quasi-public
 use, by right of eminent domain or otherwise,  or should be sold in lieu  of
 such taking, then this Lease will terminate as of the date when title to the
 Premises or the applicable  portion vests in  the condemning authority,  and
 any Base Rent or additional rent paid for the period after such  termination
 shall be  refunded to  Tenant. Following  any  such taking  or sale  of  any
 portion of the  Premises, if this  Lease is not  terminated pursuant to  the
 immediately preceding  sentence, the  Base Rent  payable by  Tenant will  be
 reduced in proportion to the square  footage of the Building taken (if  any)
 and Landlord will  restore the Premises  to the  extent feasible;  provided,
 however, Landlord will not  be required to spend  more for such  restoration
 than the net proceeds of the taking or sale available to Landlord.

           (b) All  damages awarded for any taking of  all or any part of the
 Premises under the power of eminent domain and all proceeds from any sale in
 lieu of  such  taking  will  be paid  to  Landlord,  whether  designated  as
 compensation for the diminution  in value of Tenant's  leasehold or for  the
 fee of the Premises.  However, Landlord will not be entitled to any separate
 award made  to Tenant  for loss  or damage  to Tenant's  removable  personal
 property and trade  fixtures.  Nor  will Landlord be  entitled to any  award
 made to Tenant because of the interruption of Tenant's business, unless  the
 award is combined with or  reduces an award for  the diminution in value  of
 Tenant's leasehold.

      16. Surrender Upon Termination.

           (a) Upon the  expiration or  termination  of this  Lease,  whether
 caused by  lapse of  time or  otherwise, Tenant  will immediately  surrender
 possession of the Premises to Landlord in as good a condition as existed  on
 the date hereof, reasonable wear and tear, damage by casualty and any repair
 or maintenance which Tenant is not required to make pursuant to the terms of
 this Lease, excepted.  Tenant will also deliver to Landlord all keys to  the
 Premises.  If possession is not immediately surrendered, Landlord may  enter
 and take control of the Premises and remove Tenant and any other person  who
 may be occupying them.
<PAGE>

           (b) All  alterations,  additions  or  improvements  made  to   the
 Premises by or on  behalf of Tenant (except  trade fixtures) will remain  on
 the Premises without compensation to Tenant.   However, Landlord may  notify
 Tenant to remove all alterations, additions  or improvements made by  Tenant
 during the Term which  Landlord specified as requiring  removal at the  time
 Landlord approved the installation of same pursuant to Paragraph 8 above and
 to repair  any  damage caused  to  the Premises  by  such removal.    If  so
 notified, Tenant  agrees  to  comply  within the  later  of  ten  (10)  days
 following the date of such notice or the date upon which this Lease  expires
 or is terminated, whichever is  later.  Such removal  and repair will be  at
 Tenant's expense.

           (c) Tenant shall  remove any  furniture,  trade fixtures  and  any
 movable equipment installed by it upon the termination of this Lease.   Such
 removal must be accomplished in a good  and workmanlike manner so as not  to
 damage the  Premises.   All  furniture,  trade fixtures  and  equipment  not
 promptly removed when this Lease is terminated will be presumed abandoned by
 Tenant and Landlord may, at its option, take possession of such property and
 either declare it to be abandoned by notifying Tenant thereof, or remove  it
 and store it or dispose of it at Tenant's expense.

      17. Holding  Over.  If Tenant continues to  hold the Premises after  the
 expiration or other termination of this Lease without the written consent of
 Landlord, Tenant must, throughout the entire  holdover period: (i) pay  Base
 Rent at a  rate of  150% of  the rate  applicable immediately  prior to  the
 holdover period,  and  (ii)  continue  to  perform  every  other  obligation
 required of Tenant hereunder.  Nonetheless, holding over by Tenant after the
 expiration or other termination of the Term will not be construed to  extend
 the Term. Tenant agrees to indemnify Landlord against all claims for damages
 resulting from  any  delay  by Landlord  in  delivering  possession  of  the
 Premises to another tenant or prospective tenant caused by Tenant's  holding
 over.  Any holding  over with the written  consent of Landlord will  convert
 this Lease to  a lease  from month-to-month, subject  to all  the terms  and
 conditions contained herein.

      18. Assignment and Subletting.

           (a) Tenant acknowledges that without the prior written consent  of
 Landlord (which  consent shall  not be  unreasonably withheld  or  delayed),
 Tenant does not have the right or power to assign or in any manner  transfer
 this Lease or any estate or interest hereunder.  Further, without Landlord's
 prior written consent (which consent shall  not be unreasonably withheld  or
 delayed), Tenant shall not: (i) permit  any assignment of this Lease or  any
 estate or  interest hereunder,  voluntarily or  by  operation of  law;  (ii)
 sublet the Premises or any part thereof; (iii) grant any license, concession
 or other right of occupancy of any  portion of the Premises; or (iv)  permit
 the Premises to be  possessed by any parties  other than Tenant, its  agents
 and employees  (hereinafter  the  above are  individually  and  collectively
 referred to as "Transfer").   Consent by Landlord  to one or more  Transfers
 will not  operate as  a waiver  of Landlord's  rights as  to any  subsequent
 Transfers.  Notwithstanding  any assignment or  subletting, Tenant shall  at
 all times remain fully liable for  the payment of the rent herein  specified
 and for compliance with all of Tenant's other obligations hereunder.  If  an
 event of default (as defined below) should occur when this Lease is assigned
 or any part of the Premises are  sublet, Landlord, in addition to any  other
 remedies provided  in this  Lease or  available at  law, may  at its  option
 collect directly from any  assignee or subtenant all  rents becoming due  to
 Tenant and  apply them  against any  sums due  from Tenant.   Tenant  hereby
 authorizes and directs any  assignee or subtenant to  make such payments  of
 rent directly to  Landlord upon  request from  Landlord.   No collection  by
 Landlord from any  assignee or  subtenant will  constitute a  novation or  a
 release of Tenant or any guarantor of Tenant's obligations from the  further
 performance of Tenant's obligations.   Nor will  Landlord's receipt of  rent
 from any  transferee,  assignee,  subtenant, or  occupant  of  the  Premises
 constitute a waiver of Tenant's covenant against assignment and  subletting.
 Any attempted  Transfer, assignment,  sublease, mortgage  or encumbrance  by
 Tenant in violation of this Paragraph will be void.
<PAGE>

           (b) Should Tenant desire to make  a Transfer requiring  Landlord's
 consent, Tenant shall  give Landlord  not less  than   forty-five (45)  days
 prior written notice thereof and at the same time as giving such notice  and
 requesting Landlord's consent, submit  a copy of  the Transfer documents  to
 Landlord, together with a processing fee of $750.00, and notify Landlord  of
 the proposed commencement  date of the  Transfer, the name  of the  proposed
 Transferee (accompanied by evidence of the nature, character, and  financial
 condition of  the Transferee  and its  business which  Landlord believes  is
 necessary for its  determination), and all  terms and conditions  (including
 rental) of or relating to the Transfer.   If Landlord grants any request  of
 Tenant to  assign  this Lease  or  sublet any  part  of the  Premises,  such
 assignment or subletting will be subject to all the terms and conditions  of
 this Lease, including conditions  as to use and  occupancy of the  Premises.
 Under no circumstances  will Tenant be  relieved from  any obligation  under
 this Lease during any period that the  Premises are sublet or this Lease  is
 assigned.  If the consideration Tenant receives for any Transfer exceeds the
 rent payable  under  this Lease  for  the same  period  and portion  of  the
 Premises, seventy-five  (75%) of  the excess  shall be  immediately due  and
 payable by Tenant to Landlord as additional rent under this Lease.

           (c) Notwithstanding anything  to the  contrary contained  in  this
 Paragraph 18, Tenant may, without Landlord's prior written consent, but with
 at least ten  (10) days prior  written notice to  Landlord, (i) assign  this
 Lease to an  entity into which  Tenant is merged  or consolidated  or to  an
 entity which substantially all of Tenant's  assets are transferred and  (ii)
 assign or sublet the Premises, or any part thereof, to an entity controlling
 Tenant, controlled by Tenant or under common control with Tenant.

           (d) If this Lease is assigned to any person or entity pursuant  to
 the provisions of the Bankruptcy Code, 11 U.S.C. Section 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 Tenant, shall be and remain the exclusive property of Tenant
 and shall  not constitute  property of  Tenant or  of the  estate of  Tenant
 within the meaning  of the Bankruptcy  Code.  Any  and all  monies or  other
 considerations constituting Tenant's property  under the preceding  sentence
 not paid or delivered to Tenant  shall be held in  trust for the benefit  of
 Tenant and be promptly paid or delivered  to Tenant.  The inclusion of  this
 subparagraph in this Lease  is not intended as,  and shall not be  construed
 as, the Landlord's consent to an assignment and/or assumption of this Lease.

           (e) 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 or after  the date  of such  assignment.   Any such  assignee shall  upon
 demand  execute  and  deliver  to  Tenant  an  instrument  confirming   such
 assumption.   The  inclusion of  this  subparagraph  in this  Lease  is  not
 intended as, and  shall not be  construed as, the  Landlord's consent to  an
 assignment and/or assumption of this Lease.

           (f) This Lease is a  contract under which  applicable law  excuses
 Tenant from accepting  performance from  (or rendering  performance to)  any
 person or entity other than Tenant within the meaning of Sections 365(c) and
 365(e)(2) of the Bankruptcy Code, or any successor or substitute statutes.
<PAGE>

      19. Transfers by Landlord.  Landlord retains the right to transfer,  in
 whole or in part, the Premises and all of Landlord's rights and  obligations
 under this  Lease.   Upon  the  transfer of  all  of Landlord's  rights  and
 obligations under this Lease, Landlord's obligations hereunder shall cease.

      20. Estoppel Certificate.  Tenant will,  at any time  and from time  to
 time during the Term, within fifteen (15) days after requested by  Landlord,
 execute, acknowledge,  and  deliver  a statement  in  form  satisfactory  to
 Landlord certifying: (i) that Tenant is in possession of the Premises  under
 the terms of  this Lease; (ii)  that this Lease  is unmodified  and in  full
 force (or, if  there have  been modifications, that  this Lease  is in  full
 force as modified and setting forth  the modifications); (iii) the dates  to
 which the  rent has  been paid;  (iv) that  to the  knowledge of  Tenant  no
 default exists under this Lease (or specifying all defaults of which  Tenant
 has knowledge); and  (v) other  matters as  may be  reasonably requested  by
 Landlord.   Any  such  statement  by  Tenant  may  be  relied  upon  by  any
 prospective purchaser or mortgagee of the Premises or any interest  therein,
 and as  between Tenant  and such  prospective  purchaser or  mortgagee,  the
 statement will be binding upon Tenant for all purposes.

      21. Quiet  Enjoyment.   Subject to the  other provisions in this  Lease
 and, specifically, to the  condition that Tenant pay  all rent when due  and
 keep and fulfill all of the  terms, covenants, agreements and conditions  to
 be performed by Tenant, Tenant will peaceably and quietly enjoy the Premises
 during the Term  without any  disturbance from  Landlord or  from any  other
 person claiming an interest in the Premises.

      22. Subordination.   This  Lease is  subject  and  subordinate  to  any
 mortgage or deed of trust which now or may in the future affect the Land  or
 any interest of Landlord  in the Building, and  to all increases,  renewals,
 modifications, consolidations, replacements, and  extensions thereof.   This
 Paragraph is self operative.   No further instrument  is required to  effect
 the subordination of this Lease to any such  mortgage or deed of trust.   In
 confirmation of  the  subordination,  however,  Tenant  agrees  to  execute,
 acknowledge, and deliver promptly any certificate or instrument requested by
 Landlord  that  evidences  the  subordination.     Tenant  agrees  that   if
 proceedings are brought for the foreclosure of any such mortgage or deed  of
 trust or if the Premises are sold in lieu of foreclosure, Tenant will attorn
 to the  purchaser  at the  foreclosure  or sale  in  lieu thereof  upon  the
 purchaser's request.   This  Lease  and all  rights  of Tenant  are  further
 subject and  subordinate to  the matters  specified on  Exhibit "D"  hereto.
 Landlord represents and warrants  to Tenant that at  the time this Lease  is
 fully executed no mortgage or deed  of trust lien will affect the  Premises.
 Notwithstanding anything to the contrary contained in this Paragraph 22, the
 subordination of any rights hereunder to  any future mortgage holder of  the
 Premises shall be conditioned upon  such future mortgage holder's  execution
 and delivery of a subordination, non-disturbance and attornment agreement in
 a form reasonably acceptable to Tenant and such mortgage holder.

      23. Certain Rights Reserved by  Landlord.  Landlord  has the  following
 rights, exercisable without causing an eviction (constructive or actual)  or
 disturbance of Tenant's possession of the  Premises and without giving  rise
 to any claim for setoff or abatement of rent:
<PAGE>

           (a) after giving Tenant  forty eight  (48) hours'  advance  notice
 (except in the event of an emergency, when no notice shall be required  with
 respect to making repairs), to enter  upon the Premises at reasonable  hours
 to inspect,  clean or  make repairs  or  alterations (without  implying  any
 obligation to do  so) and  to show the  Premises to  prospective lenders  or
 purchasers or,  during the  last six  (6) months  of the  Term,  prospective
 tenants and, if the Premises are  vacated, to prepare them for  reoccupancy;
 and

           (b) to approve the weight,  size and location  of safes and  other
 heavy equipment and articles  in the Premises and  to require that all  such
 items and all furniture be moved into and out of the Building in the  manner
 reasonably directed by Landlord (movements of Tenant's property into or  out
 of the  Building  and within  the  Building are  entirely  at the  risk  and
 responsibility of Tenant).

      24. Default  by Tenant.  The  occurrence of  any one  of the  following
 events will be an event of default by Tenant under this Lease:

           (a) Tenant shall fail to pay Landlord when due any rental or other
 sum of money required under this Lease, and such failure shall continue  for
 a period of five (5) business days after Landlord has given notice to Tenant
 that such payment is past due.

           (b) Tenant shall  fail to perform or observe any term, covenant or
 condition of this Lease (other  than a failure to  timely pay rent or  other
 charges) and Tenant fails to cure such failure within thirty (30) days after
 notice thereof is given by Landlord, but if the failure is of a nature  that
 it cannot  be  cured  within such  30  day  period, Tenant  shall  not  have
 committed an event of default if Tenant commences the curing of the  failure
 within such thirty  (30) day period  and thereafter  diligently pursues  the
 curing of same.

           (c) Tenant  shall become insolvent, or  shall admit in writing its
 inability to pay its debts when due, shall  make a transfer in fraud of  its
 creditors, or shall make a general assignment or arrangement for the benefit
 of creditors, or  all or substantially  all of Tenant's  assets or  Tenant's
 interest in this Lease are levied on by execution or other legal process and
 such levy is not set  aside within sixty (60)  days after the occurrence  of
 same.

           (d) A petition  shall be filed by Tenant to have Tenant adjudged a
 bankrupt, or  a petition  for reorganization  or arrangement  under any  law
 relating to bankruptcy shall be filed by Tenant, or any such petitions shall
 be filed against Tenant and shall not be removed within sixty (60) days.

           (e) A   receiver  or  trustee  shall   be  appointed  for  all  or
 substantially all the  assets of  Tenant or  for Tenant's  interest in  this
 Lease.

           (f) Tenant shall abandon the Premises.
<PAGE>

      25. Remedies of Landlord

           (a) The   various  rights,  elections  and  remedies  of  Landlord
 contained in this Lease are cumulative.  Upon the occurrence of any event of
 default by Tenant,  Landlord shall have  the option, without  any notice  to
 Tenant (except as  expressly provided below)  and with  or without  judicial
 process, to pursue any one or more of the following remedies:

               (i) Landlord may terminate this  Lease, in which event Tenant
           shall immediately surrender the Premises to Landlord.

               (ii)  Landlord may enter upon and take custodial possession of
           the Premises by picking the locks if necessary, lock out or remove
           Tenant and any other person occupying  the Premises and alter  the
           locks and  other security  devices at  the Premises,  all  without
           Landlord being deemed  guilty of trespass  or becoming liable  for
           any resulting loss or damage and without causing a termination  or
           forfeiture of  this Lease  or of  the Tenant's  obligation to  pay
           rent.

               (iii) Landlord may enter the  Premises and take possession  of
           and remove any and all personal property situated in the Premises,
           without liability for trespass or  conversion.  If Landlord  takes
           possession of  and removes  Tenant's  personal property  from  the
           Premises, then until  Tenant reclaims the  property, Landlord  may
           (but shall not be required to)  store such personal property in  a
           public warehouse or elsewhere at the  cost of and for the  account
           of Tenant without the resort to legal process and without becoming
           liable for any resulting loss or damage.

               (iv) Landlord may perform on  behalf of Tenant any  obligation
           of Tenant under this Lease which Tenant has failed to perform, and
           the cost of the performance will  be deemed additional rental  and
           will be payable by Tenant to Landlord upon demand.

 Landlord's pursuit of any remedy specified in this Lease will not constitute
 an election to pursue that remedy only, nor preclude Landlord from  pursuing
 any other remedy available at law or in equity, nor constitute a  forfeiture
 or waiver of any rent or other amount due to Landlord as described below.

           (b) In  the  event Landlord  enters  and takes  possession  of the
 Premises without causing a termination of this Lease, Landlord will have the
 right to relet the Premises as  agent for Tenant, in  the name of Tenant  or
 Landlord or otherwise, on such terms as Landlord deems advisable.   Landlord
 will not be  required to incur  any expense to  relet the  Premises and  the
 failure of  Landlord  to  relet  the  Premises  shall  not  reduce  Tenant's
 liability for monthly rentals and other charges due under this Lease or  for
 damages.  Landlord will  not be obligated  to relet for  less than the  then
 market value of the Premises or to relet the Premises when other  comparable
 rental  space  offered  by  Landlord  is  available.    Without  causing   a
 termination or forfeiture of this Lease after an event of default by Tenant,
 Landlord may: (i) relet the Premises  for a term or  terms to expire at  the
 same time as, earlier  than, or subsequent to,  the expiration of the  Term;
 (ii) remodel or change  the use and character  of the Premises; (iii)  grant
 rent concessions  in  reletting  the Premises  if  necessary  in  Landlord's
 judgment, without reducing Tenant's obligation for rentals specified in this
 Lease; and (iv)  relet all or  any portion of  the Premises as  a part of  a
 larger area.  Subject to the next subparagraph (c), Landlord may retain  the
 excess, if any,  of the  rent earned from  reletting the  Premises over  the
 rentals specified in this Lease.
<PAGE>
           (c) No  re-entry or  reletting of  the Premises or any  filing  or
 service of an unlawful detainer action  or similar action will be  construed
 as an election by Landlord to terminate or accept a forfeiture of this Lease
 or to  accept a  surrender of  the Premises  after an  event of  default  by
 Tenant, unless a written  notice of such intention  is given by Landlord  to
 Tenant; but notwithstanding  any such action  without such notice,  Landlord
 may at  any time  thereafter  elect to  terminate  this Lease  by  notifying
 Tenant.

           (d) Upon  the termination  of this  Lease because  of an  event of
 default by Tenant, Landlord will be  entitled to recover all unpaid  rentals
 that have  accrued  through  the  date of  termination  plus  the  costs  of
 performing any of Tenant's obligations (other than the payment of rent) that
 should have been but were not satisfied as of the date of such  termination.
 In addition, Landlord will be entitled to recover, not as rent or a  penalty
 but as compensation for Landlord's loss  of the benefit of its bargain  with
 Tenant, the difference between (i) an  amount equal to the present value  of
 the rent and any other sums that this Lease provides Tenant will pay for the
 remainder of the Term and for the balance of any then effective extension of
 the Term, and  (ii) the present  value of the  net future  rentals for  such
 period that  will  be or  with  reasonable  efforts could  be  collected  by
 Landlord by reletting the Premises.

           (e) After an event of default by Tenant, Landlord may recover from
 Tenant from  time to  time and  Tenant shall  pay to  Landlord upon  demand,
 whether or not Landlord has relet the Premises or terminated this Lease, (i)
 such expenses  as  Landlord  may  incur  in  recovering  possession  of  the
 Premises, terminating this  Lease, placing the  Premises in  good order  and
 condition and altering  or repairing the  same for reletting;  and (ii)  all
 other expenses, commissions and charges  incurred by Landlord in  exercising
 any remedy or as a result of the event of default by Tenant.

           (f) In  the  event that  any future  amount owing to  Landlord  or
 offsetting an amount owing to Landlord is to be discounted to present  value
 under this Lease, the  present value shall be  determined by discounting  at
 the per annum rate  equal to the  Discount Rate (as  published in the  Money
 Rates table of The  Wall Street Journal one  (1) business day following  the
 date of the event of default), plus one and one-half percent (1 1/2%).

           (g) This Paragraph 25 shall be  enforceable to the maximum  extent
 not prohibited by applicable law, and the unenforceability of any  provision
 in this Paragraph shall not render any other provision unenforceable.

           (h) Notwithstanding  anything in  this Lease  to the  contrary all
 amounts payable  by Tenant  to or  on behalf  of Landlord  under the  Lease,
 whether or not expressly denominated as rent, shall constitute rent for  the
 purposes of Section 502(b)(7)  of the Bankruptcy Code,  or any successor  or
 substitute statutes.

      26. Late  Payment Charge.   In the event  Tenant fails to  pay any rent
 specified in this Lease within five (5) business days after it is due,  then
 Tenant agrees to pay to Landlord as a late payment charge an amount equal to
 five percent (5%) of the rent in arrears.
<PAGE>

      27. No  Waivers.  No waiver by Landlord  of any provision of this Lease
 will be deemed a waiver of any  other provision or of any subsequent  breach
 by Tenant.  Landlord's consent to or approval of any act will not be  deemed
 to render unnecessary the obtaining of Landlord's consent to or approval  of
 any subsequent  act by  Tenant.   Landlord's  acceptance  of rent  will  not
 constitute a  waiver  of any  preceding  breach  by Tenant  of  this  Lease,
 regardless of  Landlord's knowledge  of the  preceding  breach at  the  time
 Landlord accepts the rent.  Any payment by Tenant or receipt by Landlord  of
 a lesser amount than the Base Rent and additional rental stipulated in  this
 Lease will be  deemed to be  on account of  the earliest stipulated  rental.
 Notwithstanding any  endorsement or  statement on  any check  or any  letter
 accompanying any  check  or  payment of  Base  Rent  or  additional  rental,
 Landlord may accept such  check or payment  without prejudice to  Landlord's
 right to hold the Tenant in default and recover the balance of any Base Rent
 or additional rental due and pursue any other remedy provided in this Lease.
 Landlord's failure  to  take  any action  in  regard  to  Tenant's  default,
 regardless of how long, will not constitute  a waiver of such default.   Any
 waiver of Tenant's default must be in  writing and signed by Landlord.   Any
 written waiver by  Landlord will constitute  a waiver only  in the  specific
 circumstances described in the waiver.

      28. Default by Landlord

           (a) All  covenants   of  Tenant  in  this  Lease  are  independent
 covenants, not conditioned upon  Landlord's satisfaction of its  obligations
 hereunder, except to the extent otherwise specifically provided herein.

           (b) If  Landlord  defaults  in  the  performance  of  any  of  its
 obligations under this Lease,  it will have thirty  (30) days to cure  after
 Tenant notifies Landlord of the default; or if the default is of a nature to
 require more than thirty  (30) days to remedy,  Landlord will have the  time
 reasonably necessary to cure it, provided Landlord commences the cure within
 such thirty (30) day  period and thereafter diligently  pursues the cure  to
 completion.

           (c) Tenant  agrees to serve a notice  of claimed default or breach
 by Landlord upon the  lender (if any)  holding a first  mortgage or deed  of
 trust against the Premises (herein called "Landlord's Mortgagee") if  Tenant
 has been made  aware in  writing of  the name  and address  of such  lender.
 Notwithstanding anything to the contrary  contained herein, Tenant will  not
 exercise any  remedy  hereunder because  of  a default  by  Landlord  before
 allowing Landlord's Mortgagee  an additional  fifteen (15)  days beyond  the
 same period  following such  notice to  cure  the default  or breach  as  is
 allowed Landlord.   But this  subparagraph (c)  will not  be interpreted  as
 creating or broadening any right of Tenant because of a default by Landlord.

           (d) In  the event of a default by  Landlord, Tenant shall not have
 the right to terminate this  Lease, but shall be  entitled to an action  for
 damages.  The liability  of Landlord to Tenant  for any default by  Landlord
 under the terms of this Lease is limited to the interest of Landlord in  the
 Premises (including current  and future rents  payable hereunder,  insurance
 proceeds and condemnation proceeds), it being intended that Landlord not  be
 personally liable for any judgment or deficiency.
<PAGE>

      29. Attorneys'  Fees.  If, because either party  fails to cure a breach
 of this  Lease within  any permitted  cure period,  the other  party  incurs
 attorneys' fees, then the breaching party will reimburse the other party for
 such fees upon demand.

      30. Notices.    Any notice  or  document  required or  permitted to  be
 delivered under this  Lease must  be in  writing and  will be  deemed to  be
 delivered, whether actually received or  not, upon first attempted  delivery
 if hand  delivered  or postmarked  by  the  U. S.  Postal  Service,  postage
 prepaid, registered or certified mail, return receipt requested, or sent  by
 courier or Express Mail where evidence of delivery is retained, addressed to
 the parties at  their respective  addresses as set  out in  the Basic  Lease
 Information, or at  such other  address as  they specify  by written  notice
 delivered in accordance with this Paragraph.

      31. Time  of  Essence.   Time is  of the  essence  with respect  to the
 performance of every provision of this Lease in which time of performance is
 specified.

      32. Severability.   A determination that any  term or provision of this
 Lease, or the application thereof to any person or circumstance, is  invalid
 or unenforceable,  will  not affect  the  remainder  of this  Lease  or  the
 application of such term or provision to persons or circumstances other than
 those as to which it is invalid or unenforceable.

      33. Authority.    If  Tenant  is  a  corporation,  Tenant  will deliver
 certified  resolutions  to  Landlord,  upon  request,  evidencing  that  the
 execution and delivery of this Lease  has been duly authorized and  properly
 executed, and will deliver such other  evidence of existence, authority  and
 good standing as Landlord shall reasonably require.

      34. Recordation.  Tenant hereby agrees that it will not file this Lease
 of record.

      35. Successors  and Assigns.  The  conditions, covenants and agreements
 contained in this Lease will be binding upon and, subject to the  provisions
 as to assignment and subletting, inure to the benefit of the parties,  their
 respective heirs, executors, administrators, successors and assigns.

      36. Paragraph Headings.  The paragraph headings contained in this Lease
 are for convenience only and will  in no way enlarge  or limit the scope  or
 meaning of the various and several provisions.

      37. No  Merger.  There shall be no  merger of this Lease or of Tenant's
 leasehold estate with the fee estate in  the Premises by reason of the  fact
 that the same person may acquire  or hold, directly or indirectly, both  all
 or any  interest in  this Lease  or  the leasehold  estate  and all  or  any
 interest in the fee estate.

      38. Construction.   Tenant acknowledges that it has read and negotiated
 this Lease in  its entirety  and is familiar  with and  understands all  its
 terms and provisions.  Accordingly, Tenant agrees that if a dispute  arises,
 this Lease will not  be construed in  favor of either  party, nor shall  the
 authorship of this Lease be a factor in any such construction.
<PAGE>

      39. Survival.   All obligations of Tenant hereunder not fully performed
 as of the expiration  or earlier termination of  the Term shall survive  the
 expiration or earlier termination of the Term, 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 or earlier termination of the Term, and prior to Tenant  vacating
 the Premises,  Tenant shall  pay to  Landlord the  amount, as  estimated  by
 Landlord, of Tenant's obligation hereunder for  Taxes and Insurance for  the
 year in which the Lease  expires or terminates.   All such amounts shall  be
 used and  held  by  Landlord  for payment  of  such  obligations  of  Tenant
 hereunder, with Tenant being liable for any additional costs therefore  upon
 demand by Landlord, or with  any excess to be  returned to Tenant after  all
 such obligations have been determined and satisfied as the case may be.

      40. Environmental Liability.

           (a) As used  herein, "Environmental Laws" shall mean all statutes,
 rules and regulations and orders of all applicable state, federal and county
 governmental authorities relating  to health or  the environment,  including
 without limitation Section 311 of the  Federal Water Pollution Control  Act,
 33 U.S.C. Section 1317,  Section 1004 of  the Federal Resource  Conservation
 and Recovery Act,  42 U.S.C. Section  6901, et seq.,  and the  Comprehensive
 Environmental Response  Compensation and  Liability Act,  42 U.S.C.  Section
 9601, et seq., or any successor or substitute statutes.

           (b) The term  "Hazardous Substances", as used in this Lease, shall
 mean pollutants,  contaminants,  toxic or  hazardous  wastes, or  any  other
 substances (including asbestos), the removal of which is required or the use
 of which is restricted, prohibited or penalized by any "Environmental Laws".

           (c) Tenant  agrees that (i)  all Hazardous Substances  used on the
 Premises will be used and stored in accordance with Environmental Laws, (ii)
 the Premises will not be used in any manner for the storage of any Hazardous
 Substances except for  the storage of  such materials that  are used in  the
 ordinary course of Tenant's  business (the "Permitted Materials"),  provided
 such Permitted  Materials  are properly  stored  in a  manner  and  location
 meeting all Environmental  Laws; (iii) no  portion of the  Premises will  be
 used as a landfill or a dump,  (iv) Tenant will not install any  underground
 tanks of  any type,  (v) Tenant  will not  allow any  surface or  subsurface
 conditions to exist  or come  into existence  that constitute  or, with  the
 passage of time,  constitute a public nuisance, (vi) Tenant will not  permit
 any Hazardous Substances  to be  brought onto  the Premises  except for  the
 Permitted Materials, and if so brought  thereon, the same shall be  promptly
 removed or remediated,  with proper disposal,  and all  required cleanup  or
 remediation procedures  shall  be  diligently  undertaken  pursuant  to  all
 Environmental Laws.

           (d) Tenant  acknowledges receipt of the Final Voluntary Compliance
 Certificate of  Completion  ("VCP") issued  by  the Texas  Natural  Resource
 Conservation Commission, a copy of which  is attached hereto as Exhibit  "C"
 and incorporated by reference herein.
<PAGE>

           (e) Landlord agrees not to bring any Hazardous Substances upon the
 Premises without Tenant's prior written consent.   Except for the  Hazardous
 Substances  specifically  identified  and  disclosed  in  (i)  that  certain
 Response Action  Completion  Report  dated  July  2000,  prepared  by  Halff
 Associates, Inc. for  Hitachi Semiconductor  (America), Inc.  and (ii)  that
 certain Level II Asbestos Survey dated June 24, 1999, prepared by Industrial
 Hygiene & Safety Technology, Inc. for Halff Associates, Inc., Landlord shall
 indemnify, defend and  hold Tenant  harmless from  and against  any and  all
 losses, claims, demands, actions, suits, damages, expenses, and costs  which
 are brought or recoverable against, or  suffered or incurred by Tenant as  a
 result of any release of Hazardous  Substances on or about the Premises  (i)
 to the extent  caused by Landlord,  its agents or  employees, and for  which
 Landlord is obligated to remediate in accordance with any Environmental Laws
 or (ii) relating to  any condition existing prior  to Tenant's occupancy  of
 the Premises,  to the  extent not  attributable,  in whole  or in  part,  to
 Tenant's use or occupancy of the Premises.

      41. Landlord's Lien.

           (a) In  addition  to any  statutory  lien for  rent  in Landlord's
 favor, Landlord shall have and Tenant hereby grants to Landlord a continuing
 security interest for all rent  and other sums of  money which have been  or
 which will become due hereunder from Tenant now or hereafter situated at the
 Premises (the "Collateral").  The Collateral  shall not be removed from  the
 Premises without the  consent of Landlord;  provided, however, Tenant  shall
 have the right to sell its inventory in the ordinary course of business.  In
 the event any of the Collateral is removed from the Premises in violation of
 the covenant in the preceding sentence, the security interest shall continue
 in  the  Collateral  and  all  proceeds  and  products  of  the  Collateral,
 regardless of location.   Upon an event of  default hereunder by Tenant,  in
 addition to all other  rights and remedies, Landlord  shall have all  rights
 and  remedies  under   the  Uniform  Commercial   Code,  including   without
 limitation, the right to sell the Collateral described in this Paragraph  at
 public or private sale upon five (5) days notice by Landlord.  Tenant hereby
 agrees to  execute  such  other instruments  necessary  or  desirable  under
 applicable law to perfect  the security interest  hereby created.   Landlord
 and Tenant agree that this Lease and security agreement serve as a financing
 statement and  that  a copy,  photographic  or other  reproduction  of  this
 portion of this Lease may be filed of  record by Landlord and have the  same
 force and effect  as the original.   This security  agreement and  financing
 statement also covers fixtures located at the Premises subject to this Lease
 and legally described in Exhibit "A" attached hereto and incorporated herein
 by reference and is to be filed for record in the real estate records.

           (b) Notwithstanding  Paragraph 41(a), Landlord agrees that it will
 subordinate its  security  interest  and Landlord's  lien  to  the  security
 interest of Tenant's supplier or institutional financial source for so  long
 as the rental  account of  Tenant under this  Lease is  current (or  brought
 current) provided that Landlord approves the transaction as being reasonably
 necessary for Tenant's operations at the Premises, and further provided that
 the subordination must be limited to  a specified transaction and  specified
 items of the fixtures, equipment or inventory involved in the transaction.
<PAGE>

      42. Exhibits.   The following numbered exhibits are attached hereto and
 incorporated herein and made a part of this Lease for all purposes:

      Exhibit "A" -         Legal Description
      Exhibit "B" -         Renewal Option
      Exhibit "C" -         VCP
      Exhibit "D" -         Title Exceptions
      Addendum to Lease

      43. Entire  Agreement; Amendments.   This Lease supersedes  any and all
 prior agreements with  respect to the  Premises between the  parties and  no
 oral statements, representations  or prior written  matter will be  binding.
 Nothing contained in this Lease will give rise to duties or covenants on the
 part of the Landlord, express or implied, other than the express duties  and
 covenants set forth herein.  This Lease shall not be amended or added to  in
 any way except  by written  instruments executed  by both  parties or  their
 respective successors in interest.

      44. Security  Deposit.  On the  date this Lease  is executed by Tenant,
 Tenant shall deliver to Landlord the security deposit specified in the Basic
 Lease Information  to  be  held  by Landlord  as  a  security  deposit  (the
 "Security Deposit") in  accordance with the  provisions of  the Addendum  To
 Lease paragraph 2 attached hereto and incorporated by reference herein.  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  the
 Security Deposit shall  not be considered  an advance payment  of rent or  a
 measure of Tenant's  liability for  damages in  case of  default by  Tenant.
 Landlord may, from time to time, without prejudice to any other remedy,  use
 the Security Deposit to the extent necessary to make good any arrearages  of
 rent or to  satisfy any other  covenant or obligation  of Tenant  hereunder.
 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 in  default  at  the
 termination of this  Lease, the balance  of the  Security Deposit  remaining
 after any such  application shall  be returned by  Landlord to  Tenant.   If
 Landlord transfers its  interest in  the Premises  during the  term of  this
 Lease, Landlord may assign the Security  Deposit to the transferee and  upon
 assumption by  such  transferee  of  liability  for  the  Security  Deposit,
 Landlord shall have  no further liability  for the return  of such  Security
 Deposit.

      45. Force Majeure.   Whenever a period of time is herein prescribed for
 the taking of any  action by Landlord or  Tenant, the party responsible  for
 taking such action shall not be  liable or responsible for, and there  shall
 be excluded from the computation of 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   cause
 whatsoever beyond  the control  of the  party  responsible for  taking  such
 action; provided, however, the provisions of this Section 45 shall never  be
 construed as allowing an  extension of time with  respect to the payment  of
 money owing by one party hereunder to the other party hereunder.
<PAGE>

      46. Landlord's Representations, Warranties and Covenants:

      Landlord represents and warrants that:

           (a) Landlord has full right and lawful authority to enter into and
 perform the Landlord's obligations under this Lease for the full term hereof
 and has good and indefeasible title to the Premises in fee simple, free  and
 clear  of   all  contracts,   leases,  tenancies,   agreements,   easements,
 restrictions upon  use  or  occupancy  or  other  restrictions,  violations,
 mortgages and other liens, encumbrances or exceptions to title of any nature
 whatsoever affecting the Premises, except  for the matters specifically  set
 forth on Exhibit "D" hereto; and

           (b) to Landlord's  current actual knowledge, as of the date hereof
 all HVAC and other mechanical systems  for the Premises are in good  working
 order.  In  addition, Landlord  shall warrant for  a period  of twelve  (12)
 months from the Commencement Date the condition of the now existing  chiller
 serving the Premises, and during such period agrees to repair or replace the
 same at Landlord's sole cost and expense.




                         [The Signature Page Follows]
<PAGE>


      IN WITNESS WHEREOF, this  Lease is executed by  the parties on the  day
 and year first written above.

                                    LANDLORD:

                                    PLAZAMERICA, INC.,
                                    a California corporation


                                    By: _____________________________________

                                    Name (printed): _________________________

                                    Title: __________________________________



                                    TENANT:

                                    CARRINGTON LABORATORIES, INC.,
                                    a Texas corporation


                                    By: _____________________________________

                                    Name (printed): _________________________

                                    Title: __________________________________

<PAGE>



                                 EXHIBIT "A"

                             DESCRIPTION OF LAND

 Being  all   Lots  in   WALNUT  HILL   DISTRIBUTION  CENTER-NORTH,   SEVENTH
 INSTALLMENT, an Addition  to the  City of  Irving, Texas,  according to  the
 Revised Map thereof recorded in Volume 81223,  Page 1 of the Map Records  of
 Dallas County, Texas.


<PAGE>


                                 EXHIBIT "B"

                                RENEWAL OPTION


 Provided that,  at the  time of  Tenant's exercise  of the  Option  (defined
 below), this Lease is then in full force and effect and there is no  uncured
 event of default under this Lease,  Tenant shall have the option  ("Option")
 to renew this Lease as follows:

      Tenant may, by notifying Landlord of  its election in writing not  less
 than six  (6) months  prior to  the end  of the  Term (as  the same  may  be
 extended), renew this Lease for two separate, successive additional  term(s)
 (hereinafter "First Renewal Term"  and "Second Renewal Term",  respectively)
 beginning on the  date next  following the expiration  date of  the Term  or
 First Renewal  Term  as applicable  and  continuing for  sixty  (60)  months
 thereafter.  Such renewal shall include  the Premises, as well as any  other
 space within the  Building then being  leased by Tenant  as of  the date  of
 termination of the Term.  The  renewal of this Lease  will be upon the  same
 terms, covenants, and conditions applicable during the Term, as provided  in
 the Lease, except that (a) the Base Rental payable during the First  Renewal
 Term shall  be an  amount equal  to the  existing "market  rental rate"  (as
 defined below) as of the date on which the First Renewal Term commences, (b)
 the Base Rental payable  during the Second Renewal  Term shall be an  amount
 equal to the  existing "market  rental rate"  as of  the date  on which  the
 Second Renewal Term  commences, and  (c) the  defined term  "Term" shall  be
 deemed to  include the  First Renewal  Term, and  if exercised,  the  Second
 Renewal Term.  As  used herein, the phrase  "market rental rate" shall  mean
 the then prevailing market rate for comparable space in the vicinity of  the
 Premises, taking  into account  the size  of the  Lease, the  length of  the
 renewal term and  the credit of  Tenant, taking  into consideration  whether
 tenant finish  or brokerage  commission will  be payable.   The  failure  of
 Tenant to exercise the Option within the time period set forth herein  shall
 constitute a  waiver and  termination  of such  Option.   In  addition,  any
 termination of this Lease during the Term shall terminate the Option.

<PAGE>


                                  EXHIBIT "C"

                                      VCP




                                   [ LOGO ]

 Robert J. Muston, Chairman
 R.B. "Ralph" Marquez, Commissioner
 John M. Baker, Commissioner
 Jeffrey A. Saitas, Executive Director


                TEXAS NATURAL RESOURCE CONSERVATION COMMISSION
            Protecting Texas by Reducing and Preventing Pollution



   August 23, 2000


   Ms. Mary Mendoza
   Haynes & Boone, LLP
   600 Congress Avenue, Suite 1600
   Austin TX 78701-3236

   Re:  Hitachi Semiconductor (America), Inc. Ul Site Located at 1505  Walnut
        Hill Lane,  Irving, Dallas  County; Voluntary  Cleanup Program  (VCP)
        No. 1106

   Dear Ms. Mendoza:

   The Texas  Natural Resource Conservation  Commission (TNRCC) has  reviewed
   the reports entitled Affected Property Assessment Report (APAR) dated  May
   16, 2000 and the Response  Action Completion Report (RACR) dated July  13,
   2000  for the  above  referenced site.  The  information provided  in  the
   reports demonstrate attainment  of Texas Risk Reduction  Remedy A, Tier  1
   in accordance with 30 Texas Administrative Code (TAC) S350.32.  Therefore,
   the  TNRCC agrees  that no  further action  is  necessary and  issues  the
   enclosed Certificate of Completion (COC).

   You may contact me with any questions  or comments you have at (512)  239-
   6226

   Sincerely,

   /S/

   Kenneth M. Forster, Project Manager
   Voluntary Cleanup Section
   Remediation Division

   KMF/ts

   Enclosures



      P.O. Box 13087 . Austin, Texas 78711-3087 . 512/239-1000
      Internet address: www.tnrec.state.tx.us


<PAGE>
                TEXAS NATURAL RESOURCE CONSERVATION COMMISSION

                                    [LOGO]



                          VOLUNTARY CLEANUP PROGRAM
                       FINAL CERTIFICATE OF COMPLETION

 As provided for in S361.609. Subchapter S, Solid Waste Disposal Act (SWDA),
                        Texas Health and Safety Code.

 I, JACQUELINE S.  HARDEE. P.E. DIRECTOR  OF THE REMEDIATION  DIVISION, TEXAS
 NATURAL ESOURCE CONSERVATION COMMISSION, CERTIFY UNDER S361.609, SWDA. TEXAS
 HEALTH AND  ND  SAFETY  CODE,  THAT  NECESSARY RESPONSE  ACTIONS  HAVE  BEEN
 COMPLETED FOR VCP NO. 1106  AS OF AUGUST 16,  2000 FOR THE TRACT(S)  OF LAND
 DESCRIBED IN EXHIBIT "A" .  BASED ON THE AFFIDAVIT OF COMPLETION OF RESPONSE
 ACTION EXHIBIT "B"  AND WHICH ARE  FURTHER DESCRIBED  IN THE  APPROVED FINAL
 REPORT FOR THE SITE AND DOES NOT REQUIRE MAINTENANCE OF ENGINEERING CONTROL,
 REMEDIATION  SYSTEMS,  POST  CLOSURE  CARE  OR  NON-PERMANENT  INSTITUTIONAL
 CONTROLS AN APPLICANT  WHO ON THE  DATE OF APPLICATION  SUBMITTAL WAS  NOT A
 RESPONSIBLE PARTY UNDER  S361.271 OR S361.275(g),  SWDA AND ALL  PERSONS WHO
 WERE NOT  RESPONSIBLE  PARTIES UNDER  S361.271  OR S361.275(g),  SWDA  (eg.,
 FUTURE OWNERS, FUTURE LESSEES, FUTURE OPERATORS AND LENDERS) ON  THE DATE OF
 ISSUANCE OF THIS CERTIFICATE  ARE QUA LIFIED  TO OBTAIN THE  PROTECTION FROM
 LIABILITY PROVIDED BY S361.610, SUBCHAPTER S, SWDA.


 EXECUTED this 22nd day of August, 2000



                                       /s/
                                       ------------------------------------
                                       Jacqueline S. Hardee, P.E., Director
                                       Remediation Division

 STATE OF TEXAS
 TRAVIS COUNTY
      BEFORE  ME, on  this  the  22nd  day  of  August,  personally  appeared
 Jacqueline S. Hardee,  P.E., Director,  Remediation Division,  of the  Texas
 Natural Resource Conservation Commission, known to  me to be the person  and
 agent  of  said  commission  whose  name  is  subscribed  to  the  foregoing
 instrument, and she acknowledged  to me that she  executed the same for  the
 purposes and in the capacity therein expressed.


 GIVEN UNDER MY HAND AND SEAL. OF OFFICE, this the 22nd day of August , 2000

                                 /s/
                                 -------------------------------------------
                                 Notary Public in and for the State of Texas

 [NOTARY STAMP]

<PAGE>



                                 EXHIBIT "A"
                TEXAS NATURAL RESOURCE CONSERVATION COMMISSION

                          VOLUNTARY CLEANUP PROGRAM
    LEGAL DESCRIPTION OF THE HITACHI U1 FACILITY - 1505 WALNUT HILL LANE,
                         IRVING, DALLAS COUNTY TEXAS
                                 VCP No. 1106


      The Ul Site. 1505 Walnut Hill  Lane, Irving, Dallas County, Texas is  a
      6.4589 acre tract, located at  1505 Walnut Lane Irving. Dallas  County.
      Texas  in the  (William  Bennett  Survey Abstract  (No.  147)  and  the
      (B.B.B. &  C.R.R. Co. Survey).  Abstract (No.  214), and  being all  of
      Walnut  Hill Distribution  Center  -  North,  Seventh  Installment  and
      Addition to the  City of Irving. recorded  in Volume (No.81223) ,  Page
      (No.I) of the  Deed of Records Dallas  County, Texas, said 6.4589  acre
      property is more particularly described as follows:

       ( See the enclosed metes and bounds for a more detailed description)


<PAGE>


                                  EXHIBIT "B"
                TEXAS NATURAL RESOURCE CONSERVATION COMISSION
                           VOLUNTARY CLEANUP PROGRAM
                   AFFIDAVIT OF COMPLETION OF RESPONSE ACTION


      Hitachi Semiconductor  (America), Inc.  (the Applicant)  has  completed
      response actions; if necessary pursuant  to Chapter 361. Subchapter  S,
      SWDA,  at  the  tract  of  land  described  in  Exhibit  "A"  to   this
      certificate that pertains  to Hitachi UI Facility  (the Site), VCP  No.
      1106 located  at 1505  Walnut  Hill Lane  in Irving,  (Dallas  County),
      Texas.   The Site was  owned by  NEC Partners A-1  LP at  the time  the
      application to participate in the Voluntary Cleanup Program was  filed.
      The  Applicant has  submitted  and  received approval  from  the  Texas
      Natural Resource Conservation  Commission Voluntary Cleanup Section  on
      all plans  and reports  required by  the Voluntary  Cleanup  Agreement.
      The plans and reports were  prepared using a prudent degree of  inquiry
      of the Hitachi U1 Facility consistent with accepted industry  standards
      to identify all hazardous substances,  waste and contaminated media  of
      regulatory concern.  The response  actions for the Hitachi U1  Facility
      have achieved response  action levels acceptable  for Residential  land
      use as determined by the standards  of the TNRCC.  The response  action
      eliminated substantial  present or  future risk  to public  health  and
      safety and to the environment from releases and threatened releases  of
      hazardous substances  and/or contaminants  at or  from the  Hitachi  U1
      Facility.    The  Applicant  has  not  acquired  this  certificate   of
      completion by fraud, misrepresentation, or knowing failure to  disclose
      material information.    Further information  concerning  the  response
      action at this  Site may be found  in the final  report at the  central
      office of the TNRCC under VCP No. 1106.

      The preceding  is true  and correct  to the  best of  my knowledge  and
      belief


                                  By:/s/               8/9/00
                                  -------------------------------------
                                  Print Name Yuji Ogasaward/Senior
                                             Vice President & Secretary

<PAGE>


                    CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT


    State of California

    County of Santa Clara

    On August 8, 2000 before me, Carol A. Iwameto Notary Public

    personally appeared Yuji Ogasaward


                                 [   ]  personally known to me
                                 [ X ]  proved to me on the basis of
                                        satisfactory evidence

                                 to be the person whose name is subscribed
                                 to the within instrument and acknowledged
                                 to me that he executed the same in his
                                 authorized capacity, and that by his
                                 signature on the instrument the person, or
                                 the entity upon behalf of which the person
                                 acted, executed the instrument.

                                 WITNESS my hand and official seal.
 [ NOTARY SEAL ]
                                 /s/
                                 ---------------------------
                                 Signature of Notary Public


                                   OPTIONAL

 Though the information below is not  required by law, it may prove  valuable
 to persons relying on the document and could prevent fraudulent removal  and
 reattachment of this form, to another document.


    Description of Attached Document

    Title or Type of Document: Affidavit of Completion of Response Action
                               ------------------------------------------

    Document Date: August 9, 2000    Number of Pages: one, single sided
                   --------------                     -------------------
    Signer(s) Other Than Named Above:  None
                                       ----------------------------------

    Capacity Claimed by Signer

    Signers Name Yuji Ogasaward
            -------------------
    [   ]   Individual
    [ X ]   Corporate Officer - Title(s):   Sr. VP & Secretary
    [   ]   Partner  [   ]   Limited   [   ]   General
    [   ]   Attorney in Fact
    [   ]   Trustee
    [   ]   Guardian or Conservator
    [   ]   Other:

    Signer Is Representing Hitachi Semiconductor (America) Inc.

<PAGE>


                             PROPERTY DESCRIPTION

   BEING a 6.4589 acre tract of land situated in the William Bennett  Survey,
   Abstract  No. 147 and the  B.B.B, & C.R.R. Co.  Survey, Abstract No.  214,
   and  being  all  of  Walnut Hill  Distribution  Center  -  North,  Seventh
   Installment,  and Addition to  the City of  Irving according  to the  plat
   thereof  recorded in  Volume 81223, Page,  1, Map  Records, Dallas  County
   Texas, and being more particularly described as follows:

   BEGINNING at a  5/8" iron rod found for corner in the west line of  Walnut
   Hill Lane (110' R.O.W.) said corner being a the intersection of said  west
   line with the  south line of Westridge Drive (60' ROW.), said corner  also
   being at  the beginning of a curve to  the left having a central angle  of
   13  54'04", a radius of  1091.62 feet, a tangent  distance of 133.08  feet
   and a chord distance and bearing of S 15 35'29' E. 264.20 feet;

   THENCE with  the said west line of Walnut  Will Lane and along said  curve
   to the  left, an arc distance of  264.85 feet to a  5/8" iron rod set  for
   corner,  said corner also being  the northeast corner  of the NEC  America
   Addition, an Addition to the City of Irving, as recorded in Volume  84064,
   Page 3147, Map Records, Dallas County, Texas;

   THENCE S  79 01'41" W, departing said west  line and along the north  line
   of said  Addition, a distance of  689.71 feet to a  5/8" iron rod set  for
   corner at the northwest corner of said Addition and in the northeast  line
   of the Dallas-Ft.Worth Regional Airport;

   THENCE N 44 46'10" W, along said northeast line, a distance of 22.50  feet
   to a 5/8 iron rod set for corner;

   THENCE N 44  46'14" W, continuing along said northeast line, a distance of
   388.12 feet to a 5/8' iron rod set for corner, said corner also being  the
   southeast corner of lots 1, 2, and 3, Fourteenth Installment, Walnut  Hill
   Business Park, Sector  XII, Phase 2, an Addition to the City of Irving  as
   recorded in Volume 81007, Page 567, Map Records, Dallas County, Texas;

   THENCE  N 45  13'46"  E, along  the southeast  line  of said  Addition,  a
   distance  of 302.89  feet to  a 5/8'  iron  rod found  for corner  in  the
   aforementioned south  line of Westridge Drive,  said corner also being  at
   the beginning of a curve to the left having a central angle of 46  45'17",
   a  radius of 641.32 feet,  a tangent distance of  277.22 feet and a  chord
   bearing and distance of S 73 41'44" E, 508.93 feet;

   THENCE  with said south line  of Westridge Drive and  along said curve  to
   the  left, an arc distance  of 523.33 feet  to a 5/8"  iron rod found  for
   corner;

   THENCE  N 82 55'37"  E, continuing along  said south line,  a distance  of
   193.25 feet to  the POINT OF BEGINNING and containing 281,349 square  feet
   or 6.4589 acres of land, more or less.

     A-101828. 1

                             PROPERTY DESCRIPTION
                Hitachi Semiconductor (America) Inc. U-1 Site
                               VCP Number 1106

<PAGE>

                       [ PROPERTY SURVEY APPEARS HERE ]




<PAGE>


                                    EXHIBIT "D"

                                 TITLE EXCEPTIONS

 1.   Restrictive covenants filed in Volume  73166, Page 1001; Volume  76229,
      Page 2437; Volume  77154, Page  1096, Volume  79122, Page  749; and  in
      Volume 82071, Page 3241 of the Deed Records of Dallas County, Texas.

 2.   The following, all according to plat recorded in Volume 81223, Page  1,
      of the Map Records of Dallas County, Texas:

      a.   Building setback  line fifty  (50) feet  in width  along the  East
           property line.

      b.   Building setback line thirty (30) feet in width along the North
           property line.

      c.   Utility easement fifteen (15) feet in width along the North,  East
           and Southwest property line.

      d.   Utility easement five (5) feet in width along the Southeast
           property line.

      e.   Drainage and utility  easement seven  and one-half  (7.5) feet  in
           width along the Northwest property line.

 1.   Annual maintenance  charge and/or  current assessments  as set  out  in
      instrument dated August 22,  1973, and recorded  in Volume 73166,  Page
      1001 of the Deed Records of Dallas County, Texas.

 2.   Avigation Release in favor  of the City of  Irving as reflected on  the
      plat.

 3.   Dallas-Fort Worth Regional  Airport Ordinance No.  71-100, recorded  in
      Volume 82173, Page 178, Deed Records, Dallas County, Texas.