Exhibit 10.12
   Industrial Lease
   LEASE AGREEMENT

   THIS  LEASE AGREEMENT  is made  and entered  into by  and between  DPW
   Nine,  a California limited  partnership, hereinafter  referred to  as
   Lessor'  ,and  Carrington Laboratories.  Inc.,  a  Texas  corporation,
   hereinafter referred to as Lessee.

                                WITNESSETH:

         1. PREMISES AND TERM

         A. In consideration  of the  mutual  obligations of  Lessor  and
   Lessee  set forth herein, Lessor leases  to Lessee, and Lessee  hereby
   takes  from  Lessor,  the  Leased  Premises  containing  approximately
   35,050  rentable square feet located  at 1909 Hereford Drive,  Irving,
   Texas,  situated within the County of Dallas, State of Texas,  located
   on  the  real property  more  particularly described  on  EXHIBIT  "A"
   attached  hereto and  incorporated herein  by reference.  (the  Leased
   Premises),   together   with  all   rights,   privileges,   easements,
   appurtenances, and amenities belonging to or in any way pertaining  to
   the  Leased Premises,  to have  and  to hold,  subject to  the  terms,
   covenants and conditions in this Lease.

         B. The term  of this Lease  shall commence  on the  Commencement
   Date  (herein so called) hereinafter  set forth and  shall end on  the
   last  day  of the  month that  is  Eighty Six  (86) months  after  the
   Commencement Date.

        C. EXISTING BUILDING If no improvements are to be constructed  to
   the Leased  Premises, the Commencement Date  shall be August 1,  1994.
   Lessee acknowledges that: (it  has inspected and  accepts  the  Leased
   Premises, (ii) the buildings and improvements comprising Use same  are
   suitable  for the purpose  for which  the Leased  Premises are  leased
   (iii) the Leased Premises are in good and satisfactory condition,  and
   (iv) no representations as to  the repair of the Leased Premises,  nor
   promises to alter, remodel  or improve the Leased Premises, have  been
   made by Lessor (unless otherwise expressly set forth in this Lease).

         D. INTENTIONALLY DELETED.

         E. The  occupancy  of  the  Leased  Premises  by  Lessee   shall
   constitute  the acknowledgement and  agreement of  Lessee that  Lessee
   has inspected the Leased Premises, that Lessee is fully familiar  with
   the  physical  condition  of the  Leased  Premises,  that  Lessee  has
   received  same  in  good  order  and  condition and  that  the  Leased
   Premises  comply in all respects with  the requirements of this  Lease
   arid are specifically suitable to Lessee's purpose. LESSOR AND  LESSEE
   AGREE  THAT LESSOR MAKES NO WARRANTIES WHATSOEVER. WHETHER EXPRESS  OR
   IMPLIED, CONCERNING THE REPAIR OR CONDITION OF THE LEASED PREMISES  OR
   THE  FITNESS  OR  SUITABILITY OF  THE  LEASED  PREMISES  FOR  LESSEE'S
   INTENDED USE, OTHER THAN AS EXPRESSLY SET FORTH IN THIS LEASE.  LESSEE
   HEREBY EXPRESSLY AND SPECIFICALLY WAIVES ALL SUCH WARRANTIES.
<PAGE>
         2. BASE RENT, SECURITY DEPOSIT, AND ESCROW PAYMENTS.

         A. Lessee  agrees to  pay to  Lessor Base  Rent for  the  Leased
    Premises,  in  advance,  and except  as  expressly  provided  herein,
    without demand, deduction or set off, at the rate of See Exhibit  "C"
    Special  Provisions. One  such monthly  installment, plus  the  other
    monthly  charges set forth in  Paragraph 2C below,  shall be due  and
    payable  on the date hereof and a  like monthly installment shall  be
    due  and payable on or  before the first day  of each calendar  month
    succeeding  the  Commencement  Date, except  that  all  payments  due
    hereunder for any fractional calendar month shall be prorated.

         B. In  addition, Lessee  agrees to  deposit with  Lessor on  the
    date  hereof  the  sum  of   Twelve  Thousand  Five  Hundred  Dollars
    ($12,500.00), which  shall be held by Lessor, without obligation  for
    interest,  as Security for  the performance  of Lessee's  obligations
    under  this  Lease.  Lessor and  Lessee  expressly  agree  that  this
    deposit  is not an advance  rental deposit or  a measure of  Lessor's
    damages in case of Lessees default. Upon each occurrence of an  event
    of  default,  Lessor may,  at its  option, use  all  or part  of  the
    deposit to pay past due rent or other payments due Lessor under  this
    Lease, or the cost of any other damage, injury, expense or  liability
    caused  by such  event of  default, without  prejudice to  any  other
    remedy  provided herein or provided by  law. On demand, Lessee  shall
    pay Lessor  the amount that will restore the security deposit to  its
    original  amount. The security deposit  shall be deemed the  property
    of  Lessor,  but any  remaining  balance  of such  deposit  shall  be
    returned  by Lessor to  lessee when Lessee's  obligations under  this
    Lease have been fulfilled.

         C. Lessee agrees to  pay its Proportionate Share (as defined  in
    Paragraph 23B)  of (i) taxes payable by Lessor pursuant to  paragraph
    3A, (ii)  the cost of maintaining insurance pursuant to paragraph  9,
    and (iii) all common area charges including, without limitation,  the
    cost  of  repairs pursuant  to Paragraph  4,  the cost  of  utilities
    pursuant  to Paragraph S. and the  cost of security service  pursuant
    to  Paragraph 24,  All such charges  listed in  this subparagraph  2C
    (iii)  are collectively referred to  in this Lease, and  particularly
    in  this Paragraph 2C, as Common Area  Charges. During each month  of
    the term  of this Lease, on the same day that rent is due  hereunder.
    Lessee  shall escrow  with Lessor  an  amount equal  to 1/12  of  the
    estimated  annual cost  of  its Proportionate  Share of  such  items.
    Lessee  authorizes Lessor  to  use the  funds deposited  with  Lessor
    under  this  Paragraph 2C  to pay  such  costs. The  initial  monthly
    escrow  payments  are  based  upon  the  estimated  amounts  for  the
    calendar  year in which the Lease  commences, and shall be  increased
    or  decreased annually to  reflect the projected  actual cost of  all
    such  items. If  the Lessee's  total escrow  payments are  less  than
    Lessee's actual  Proportionate Share of all such items, Lessee  shall
    pay  the difference to Lessor within ten  (10) days after demand.  If
    the  total escrow  payments of Lessee  ate more  than Lessees  actual
    proportionate  share of  all  such items,  Lessor shall  retain  such
    excess  and credit it  against Lessees next  annual escrow  payments.
    Upon  reasonable  request  from  Lessee,  Lessor  shall  furnish   an
    operating statement  for the Leased Premises for the prior year.  The
    amount of the initial monthly rental and the initial escrow  payments
    are  collectively  denominated  in  this  Lease  as  "Rent",  and  is
    itemized as follows:
<PAGE>

     (1)    Base Rent as set forth in Paragraph 2A        59,201.00
     (2)    Tax Escrow Payment                             1,402.00
     (3)    Insurance Escrow Payment                         175.00
     (4)    Common Area Charges                              730.00
     (5)    Other                                               .00
                  Total Initial Monthly Rent             11,508.00

        3.TAXES.

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

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

        4. LESSOR'S REPAIRS

        A. Lessor, at  its own cost and expense, shall maintain only  the
   roof, foundation  and the structural soundness  of the exterior  walls
   of  the building  of which  the Leased  Premises are  a part  in  good
   repair, reasonable  Wear and tear excluded.  The term "walls" as  used
   herein,  shall not  include  windows,  glass or  plate  glass,  doors,
   special  store fronts  or  office entries.  Lessee  shall  immediately
   advise  Lessor written notice  of defect  or need  for repairs,  after
   which Lessor shall have reasonable opportunity to repair same or  cure
   same. Repairs required to be  made by Lessor shall be performed  while
   not unreasonably interfering with Lessee's business operation.

        B. Lessor reserves  the right to perform the paving, common  area
   and landscape replacement  and maintenance, exterior painting,  common
   sewage line plumbing and  any other items that are otherwise  Lessee's
   obligations  under Paragraph  SA,  in  which event,  Lessee  shall  be
   liable for  its Proportionate Share  of the cost  and expense of  such
   repair, replacement, maintenance and other such items.
<PAGE>
        C. Lessee  agrees to pay its Proportionate  Share of the cost  of
   i) maintenance  and/or landscaping of  any property that  is a pan  of
   the building and/or  project of which the  Leased Premises are a part,
   (ii)  maintenance   and/or  landscaping  of   any  property  that   is
   maintained  or landscaped  by any  property owner  or community  owner
   association  that  is  named in  the  restrictive  covenants  or  deed
   restrictions  to which  the Leased  Premises  are subject,  and  (iii)
   operating  and  maintaining  any  property,  facilities  or   services
   provided  for the  common  use of  Lessee  and other  lessees  of  any
   project or building of which the Leased Premises are a part.

        5. LESSEE'S REPAIRS

        A. Lessee,  at its own cost and  expense, shall (I) maintain  all
   parts of  the Leased Premises, (which  Lessor is expressly  responsible
   hereunder)  in  good  condition,  (ii)  promptly  make  all  necessary
   repairs and replacements, (iii) keep the parking areas, driveways  and
   alleys  surrounding  the  Leased Premises  in  a  clean  and  sanitary
   condition.

        B. Lessee and  its employees, customers and licensees shall  have
   the exclusive rights to use any parking areas on the leased  premises.
   Lessor shall not  be responsible for enforcing Lessees parking  rights
   against any third parties.

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

         6. ALTERATIONS.

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

        A.        Any signage  Lessee desires for  the Premises shall  be
   subject  to written approval  of the Las  Colinas Association.  Lessee
   shall  repair. paint,  and/or replace  the building  facia surface  to
   which its signs are attached upon vacation of the Leased Premises,  or
   the  removal or alteration of its signage. Lessee shall not: (I)  make
   any  changes to the exterior of the Leased 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 at  any  type
   which can be viewed from the exterior of the Leased Premises,  without
   Lessor's  prior written  consent. All  signs, decorations, advertising
   media  or  bars  or other  security  installations  visible  from  the
   outside  of the Leased Premises shall conform  in all respects to  the
   criteria established by the Lessor,

         8.UTILITIES

         A. Lessor  agrees  to  provide  normal  water,  and  electricity
    service  to the Leased Premises. Lessee shall pay for all water. gas,
    heat,  light,  power,  telephone,  sewer, sprinkler charges and other
    utilities and services used on or at  the  Leased  Premises, together
    with any taxes, penalties, surcharges or the like  pertaining  to the
    Lessee's use of the Leased Premises, and any maintenance charges  for
    utilities. Lessor shall have the right to cause any  of said services
    to be separately metered to Lessee, at Lessee's expense.

         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  Lessee's
    requirements, unless caused by Lessor's  breach of this Lease,  shall
    constitute an eviction or disturbance  of Lessee's use or  possession
    of the  Leased Premises  or a  breach by  Lessor of  any of  Lessor's
    obligations hereunder  or  render  Lessor liable  or  responsible  to
    Lessee for any damage  which Lessee may sustain  or incur or  entitle
    Lessee to be  relieved from  any of  Lessee's obligations  hereunder,
    including, without limitation, the obligation  to pay Rent, or  grant
    Lessee any right  to set-off, abatement,  or recoupment. The  failure
    by Lessor to furnish, or any slowdown, stoppage, or interruption  of.
    any utility  service  resulting from  causes  beyond the  control  of
    Lessor, including without  limitation. Lessor'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 Lessor  liable
    in any respect for damages to either persons, property. or  business.
    or be construed  as an  eviction of Lessee  or work  an abatement  of
    Rent, nor relieve Lessee of  Lessee's obligations for fulfillment  of
    any covenant or agreement hereof.  Should any equipment or  machinery
    furnished by Lessor  break down or  for any cause  cease to  function
    properly, Lessor  shall  use  reasonable  diligence  to  repair  same
    promptly, but Lessee  shall have no  claim for abatement  of Rent  or
    damages on account of any interruption of service occasioned  thereby
    or resulting therefrom.
<PAGE>
         9. INSURANCE.

         A. Lessor  shall maintain replacement cost  broad form fire  and
    extended  coverage  insurance  on  the  Leased  Premises  or  on  the
    building  of which the Leased  Premises are a pan  in such amount  as
    may be required by Lessor's mortgagee,

         B. Lessee,  at its own expense,  shall maintain during the  term
    of  this  Lease  Commercial general  liability  Insurance,  including
    personal  injury  and  property damage,  with  contractual  liability
    endorsement,  in the amount of  One Million Dollars ($1,000,000)  for
    property   damage  and  One   Million  Dollars  ($1,000,000.00)   per
    occurrence  for personal injuries or  deaths of persons occurring  in
    or about the Leased Premises. Lessee, at its own expense, also  shall
    maintain during the  term of this Lease broad form fire and  extended
    coverage  insurance  covering  the  replacement  cost  of:  (i)   all
    alterations,  additions,  partitions and  improvements  installed  or
    placed  on the Leased Premises  by Lessee or by  Lessor on behalf  of
    Lessee and (ii) be issued by an insurance company which is rated  "A"
    XI or  better by Best's Rating Service  and, (iii) provide that  said
    insurance shall not be cancelled or modified unless thirty (30)  days
    prior written notice shall have been given to Lessor. Said policy  or
    policies  or certificates  thereof shall  be delivered  to Lessor  by
    Lessee  upon commencement  of the  term of  the Lease  and upon  each
    renewal of said insurance.

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

         10.     FIRE AND CASUALTY DAMAGE

          A. If the Leased Premises or the building, of which the  Leased
  Premises are a part  should be damaged  or destroyed by  fire or  other
  peril,  Lessee immediately shall give written notice to Lessor.  If the
  buildings  situated  upon  the  Leased Premises  or of which the Leased
  Premises  are a part should be totally  destoryed, or if they should be
  so damaged hereby that, in  Lessor's  estimation, rebuilding or repairs
  cannot be completed  within one hundred eighty  (180)  days  after  the
  date of  such damage, this  Leased shall  terminate and  the Rent shall
  be abated  during the unexpired portion of this Lease,  effective  upon
  the  date of the occurrence of such damage.
<PAGE>
          B.  If the  buildings situated  upon the  Leased Premises or of
   which the Leased Premises are a  part should  be damaged by  any peril
   covered by the insurance to be  provided  by Lessor under Paragraph 9A
   above, and in Lessor's estimation, rebuilding or repairs can be subst-
   antially completed within one hundred eighty (180) days after the date
   of such damage, this  Lease  shall not  terminate,  and  Lessor  shall
   restore  the Leased Premises to substantially its  previous condition,
   except that Lessor shall not be required to rebuild, repair or replace
   any part of the partitions, fixtures, additions and other improvements
   that may have been constructed, erected or installed in,  on or  about
   the Leased Premises or for the benefit of,  or  by  or for Lessee.  It
   such  repairs and rebuilding have  not  been  substantially  completed
   within  one hundred eighty (180)  days after the date  of such damage,
   Lessee,  as  Lessee's exclusive Meridian Point  lease Revised 11/18/92
   remedy,  may  terminate  this  Lease  by delivering written  notice of
   termination  to  Lessor.  In  which event  the rights  and obligations
   hereunder  shall cease and terminate  effective  upon the  date of the
   occurrence of such damage.

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

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

           LESSOR  AND LESSEE AGREE  THAT THE  OBLIGATIONS AND  COVENANTS
   CONTAINED   IN   THIS  PARAGRAPH   ARE   SPECIFICALLY  PART   OF   THE
   CONSIDERATION  FOR THE LESSOR'S EXECUTION OP THIS LEASE, LESSOR  SHALL
   NOT  BE LIABLE  TO LESSEE OR  LESSEE'S EMPLOYEES.  AGENTS, PATRONS  OR
   VISITORS, OR TO ANY OTHER PERSON WHOMSOEVER, FOR ANY INJURY TO  PERSON
   OR  DAMAGE TO PROPERTY  ON OR ABOUT  THE LEASED  PREMISES, THE  COMMON
   AREAS  OR THE  PROPERTY UPON  WHICH THE  LEASED PREMISES  IS  LOCATED,
   RESULTING  FROM AND/OR CAUSED IN PART OR  WHOLE BY THE ACT,  OMISSION,
   NEGLIGENCE   OR  MISCONDUCT  OF  LESSEE,   ITS  AGENTS,  SERVANTS   OR
   EMPLOYEES,  OR ANY OTHER PERSON ENTERING UPON THE LEASED PREMISES.  OR
   CAUSED  BY THE  BUILDING  AND/OR IMPROVEMENTS  LOCATED ON  THE  LEASED
   PREMISES  BECOMING OUT OF REPAIR,  OR CAUSED BY  LEAKAGE OF GAS,  OIL,
   WATER  OR STEAM OR BY ELECTRICITY EMANATING FROM THE LEASED  PREMISES.
   OR  DUE TO THE CONDUCT OF LESSEE'S BUSINESS AT THE LEASED PREMISES  OR
   DUE  TO A DEFAULT BY LESSEE IN  ITS OBLIGATIONS HEREUNDER. AND  LESSEE
   HEREBY  COVENANTS AND AGREES THAT IT WILL  AT ALL TIMES INDEMNIFY  AND
   HOLD  SAFE AND  HARMLESS  THE LEASED  PREMISES, THE  LESSOR.  LESSOR'S
   AGENTS  AND EMPLOYEES. FROM ANY LOSS, LIABILITY, CLAIMS, SUITS.  COSTS
   AND  EXPENSES,  INCLUDING  WITHOUT  LIMITATION  ATTORNEY'S  FEES   AND
   DAMAGES,  BOTH REAL AND  ALLEGED, ARISING OUT  OF ANY  SUCH DAMAGE  OR
   INJURY; EXCEPT INJURY TO PERSONS OR DAMAGE TO PROPERTY THE SOLE  CAUSE
   OF  WHICH IS THE GROSS NEGLIGENCE OR  WILLFUL MISCONDUCT OF LESSOR  OR
   THE FAILURE OF LESSOR TO REPAIR ANY PART OF THE LEASED PREMISES  WHICH
   LESSOR  IS  OBLIGATED  TO  REPAIR  AND  MAINTAIN  HEREUNDER  WITHIN  A
   REASONABLE  TIME AFTER THE  RECEIPT OP WRITTEN  NOTICE FROM LESSEE  OF
   NEEDED  REPAIRS. LESSEE ACKNOWLEDGES  THAT THIS  WAIVER AND  INDEMNITY
   INCLUDE, WITHOUT LIMITATION, INJURY AND/OR DAMAGE WHICH IS THE  RESULT
   OF  THE NEGLIGENCE  OF LESSOR,  AND/OR ITS  AGENTS OR  EMPLOYEES.  THE
   PROVISIONS  OF  THIS PARAGRAPH  II  SHALL SURVIVE  THE  EXPIRATION  OR
   TERMINATION  OF THIS  LEASE WITH RESPECT  TO ANY  CLAIMS OR  LIABILITY
   OCCURRING PRIOR TO SUCH EXPIRATION OR TERMINATION.

         12.     USE.

            The Leased Premises  shall be used  only for  the purpose  of
    manufacturing, receiving, storing, shipping  and selling (other  than
    retail) products, materials and  merchandise made and/or  distributed
    by Lessee and  for such other  lawful purposes as  may be  incidental
    thereto. Any use that would cause the Leased Premises to be deemed  a
    "place  of   public   accommodation"   under   the   Americans   with
    Disabilities Act of  1990 is expressly  prohibited. Outside  storage,
    including without limitation, storage  of trucks and other  vehicles,
    is prohibited without  Lessor's prior written  consent. Lessee  shall
    comply  with  all  governmental  laws,  ordinances  and   regulations
    applicable to  the use  of the  Leased Premises,  and promptly  shall
    comply  with  all   governmental  orders  and   directives  for   the
    correction, prevention  and abatement  of nuisances  in or  upon,  or
    connected with, the  Leased premises, all  at Lessee's sole  expense.
    Lessee shall  not  permit  any  objectionable  or  unpleasant  odors,
    smoke, dust,  gas, noise  or vibrations  to emanate  from the  Leased
    Premises, nor take any other action that would constitute a  nuisance
    or would disturb, unreasonably interfere with, or endanger Lessor  or
    any other lessees  of the  building or  project in  which the  Leased
    Premises are a part.
<PAGE>
        13. INSPECTION

            Lessor and  Lessor's agents  and representatives  shall  have
    the right to enter the Leased Premises at any reasonable time  during
    business hours, to inspect the Leased Premises, with 72 hours  notice
    except in  case of  emergency, and  to make  such repairs  as may  be
    required or permitted pursuant to this Lease. During the period  that
    is six  (6)  months  prior  to  the  end  of  the  Lease  term,  upon
    telephonic notice to Lessee. Lessor and Lessor's representatives  may
    enter the Leased Premises  during business hours  for the purpose  of
    showing the  Leased  Premises. In  addition,  Lessor shall  have  the
    right to erect  a suitable sign  on the Leased  Premises stating  the
    Leased Premises are available, Lessee shall notify Lessor in  writing
    at least thirty (30) days prior  to vacating the Leased Premises  and
    shall arrange  to meet  with Lessor  for a  joint inspection  of  the
    Leased Premises  prior to  vacating.  If Lessee  fails to  give  such
    notice or to  arrange for such  inspection, then Lessor's  inspection
    of the Leased  Premises shall be  deemed correct for  the purpose  of
    determining Lessee's responsibility  for repairs  and restoration  of
    the Leased  Premises. Lessor,  or  parties on  its behalf,  shall  be
    required  to   execute   a  confidentiality   agreement,   prior   to
    inspection, as required by Lessee.

         14.     ASSIGNMENT AND SUBLETTING

         A. Except  for mergers,  consolidations,  purchase  of  its  own
    stock or transferring of stock  to an affiliated corporation.  Lessee
    shall not: (0 assign  this Lease or ally  interest therein; nor  (ii)
    sublease the  Leased Premises  or any  portion (hereof,  without  the
    prior written  consent.  If  Lessee is  not  a  natural  person,  the
    acquisition of a controlling  interest in Lessee  shall be deemed  an
    assignment  for   purposes  hereof.   As  used   herein,  the   phase
    "controlling interest" shall mean  ownership in excess of  forty-nine
    percent (49%)  of  the  voting  interest  of  Lessee.  Any  attempted
    assignment or  sublease  by Lessee  in  violation of  the  terms  and
    covenants of this paragraph shall be void.

        B. If Lessee  requests Lessor's consent to  an assignment of  the
   Lease or a subletting  of all or part  of the Leased Premises.  Lessor
   shall either (i) approve such sublease or assignment (but no  approval
   of an  assignment or sublease  shall relieve Lessee  of any  liability
   hereunder), or (ii) negotiate directly with the proposed sublessee  or
   assignee provided that, unless  otherwise agreed by Lessee, the  terms
   and conditions  of such third  party lease agreement  are not more  or
   less  favorable  to such  proposed  sublessee  or  assignee  than  the
   corresponding  terms and  conditions  of the  proposed  assignment  or
   sublease between  Lessee and  such third  party) arid  (in tile  event
   Lessor is  able to  reach agreement  with such  proposed sublessee  or
   assignee) upon execution  of a lease with  such proposed sublessee  or
   assignee, terminate this Lease  (in part or in whole, as  appropriate)
   upon thirty  (30)  days' notice,  or (iii)  if  Lessor shall  fail  to
   notify Lessee  in writing  of its decision  within a  thirty (30)  day
   period after  Lessor has received  notice in writing  of the  proposed
   assignment or  sublease. Lessor  shall be  deemed to  have refused  to
   consent to such  assignment or sublease, and  to have elected to  keep
   this Lease in full force and effect.
<PAGE>
        C. All  cash  or  other  proceeds  of  any  assignment,  sale  or
   sublease  of  Lessee's  interest  in  the  Lease  and/or  the   Leased
   Premises, whether  consented to  by Lessor or  not, shall  be paid  to
   Lessor notwithstanding  the fact that  such proceeds  exceed the  Rent
   called  for  hereunder,  unless  Lessor  agrees  to  the  contrary  in
   writing, and Lessee  hereby assigns all rights  it might have or  ever
   acquire in any such  proceeds to Lessor, This covenant and  assignment
   shall benefit  Lessor and its  successors in ownership  of the  Leased
   Premises  and  shall  bind  Lessee  and  Lessee's  heirs,   executors,
   administrators, personal representatives, successors and assigns.  Any
   assignee, sublessee or  purchaser of Lessee's  interest in this  Lease
   (all  such  assignees,  sublessees  or  purchasers  being  hereinafter
   referred to as "Successors"), by occupying the Leased Premises  and/or
   assuming  Lessee's obligations  hereunder,  shall be  deemed  to  have
   assumed liability  to Lessor  for all  amounts paid  to persons  other
   than Lessor  by such  Successor  in consideration  of any  such  sale,
   assignment or subletting, in violation of the provisions hereof.

        D. No  assignment or  subletting,  whether or  not  with  Lessors
   consent, shall ever relieve Lessee of any liability hereunder.

        E. It this Lease is assigned to any person or entity pursuant  to
   the provisions of the Bankruptcy Code, 11 U.S.C. Section 101  ct.seq.,
   (the "Bankruptcy  Code"), any and  all monies  or other  consideration
   payable  or  otherwise  to  be  delivered  in  connection  with   such
   assignment shall be paid or  delivered to Lessor, shall be and  remain
   the exclusive property of Lessor and shall not constitute property  of
   Lessee  or  of  the  estate  of  Lessee  within  the  meaning  of  the
   Bankruptcy  Code.   Any  and  all   monies  or  other   considerations
   constituting Lessor's property under  the preceding sentence not  paid
   or delivered  to Lessor  shall be  held in  trust for  the benefit  of
   Lessor and be promptly paid  or delivered to Lessor. 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. Any person or entity to which this Lease is assigned  pursuant
   to the  provisions of  the Bankruptcy  Code shall  be deemed,  without
   further act or  deed, to have assumed  all of the obligations  arising
   under this Lease on  and after the date  of such assignment. Any  such
   assignee  shall  upon  demand   execute  and  deliver  to  Lessor   an
   instrument  confirming   such  assumption.  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.

         G. This Lease is a contract  under which applicable law  excuses
    Lessor from accepting performance from (or rendering performance  to)
    any person  or  entity  other  than  1essee  within  the  meaning  of
    sections 365(c)  and  365(e)(2)  of the  Bankruptcy  Code,  II  U.S.C
    Sections 365(c), 365(e)(2),

<PAGE>
         15.     CONDEMNATION

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

         16.     HOLDING OVER.

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

        17. QUIET ENJOYMENT

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

           The following events shall be  deemed to be events of  default
   by Lessee under this Lease:  (Lessee  shall  fall  to pay any Rent  or
   other sum of money due  hereunder and such failure shall continue  for
   a period of five (5) days after  written notice that such sum is  due;
   (ii) Lessee  shall fail to  comply with  any provision  of this  Lease
   other than those  listed in this  paragraph 18. or  any other  written
   agreement between Lessor  and Lessee, all  of which terms,  provisions
   and  covenants shall  be  deemed  material,  and  such  failure  shall
   continue for  a period of  thirty (30)  days after  written notice  of
   such default is given  to Lessee; (iii) the  Leased Premises shall  be
   taken on  execution or  other process  of law  in any  action  against
   Lessee;  (iv) Lessee  notifies  Lessor,  at  any  time  prior  to  the
   Commencement Date, that Lessee  does not intend  to take occupancy  of
   the Leased Premises upon  the Commencement Date of  the Lease term  or
   Lessee shall fail  to promptly move  into and take  possession of  the
   Leased Premises when the  Leased Premises are  ready for occupancy  or
   shall cease  to continuously  do business  in. vacate  or abandon  any
   portion of the Leased Premises;  (v) Lessee shall become insolvent  or
   unable to pay  its debts  as they become  due; (vi)  Lessee takes  any
   action to  file  a  petition  under any  section  or  chapter  of  the
   national Bankruptcy Code, as amended  from time to time, or under  any
   similar law or statute of the  United States or any State thereof;  or
   a petition  shall be  tiled  against Lessee  under any  such  statute;
   (vii) a receiver or trustee shall be appointed for Lessee's  leasehold
   interest in the Leased  Premises or for all  or a substantial part  of
   the assets of Lessee.

        19. REMEDIES.

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

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

   and in any  such event Lessee immediately  shall surrender the  Leased
   Premises to  Lessor, and  if Lessee fails  so to  do, Lessor,  without
   waiving  any other  remedy  it  may have,  may  enter  upon  and  take
   possession of the Leased Premises  and expel or remove Lessee and  any
   other person  who may  be occupying  the Leased  Premises or  any  pan
   thereof, without being liable for prosecution or any claim of  damages
   therefore.
<PAGE>
        B. If Lessor terminates  this Lease, with or without re-entry  of
   the Leased  Premises at Lessor's  option. Lessee shall  be liable  for
   and shall  pay to Lessor,  the sum of  all rental  and other  payments
   owed to  Lessor hereunder  accrued to  the date  of such  termination,
   plus, as  liquidated  damages,  an  amount equal  to (I)  the  present
   value of  the total  Rent and other  payments owed  hereunder for  the
   remaining  portion of  the  Lease term,  calculated  as if  such  term
   expired on  the date  set forth  in  Paragraph 1,  less (2)  the  then
   present fair  market rental  value  of the  Leased Premises  for  such
   period.

        C. If   Lessor   repossesses   the   Leased   Premises,   without
   terminating  the  Lease,  as  an  alternate  measure  of  damages,  at
   Lessor's option, Lessee  shall be liable for  and shall pay Lessor  on
   demand  all  rental and  other  payments  owed  to  Lessor  hereunder,
   accrued to the  date of such repossession,  plus all amounts  required
   to be paid  by Lessee to Lessor  until the date  of expiration of  die
   term as stated in Paragraph  I, diminished by all amounts received  by
   Lessor through  reletting the  Leased Premises  during such  remaining
   term. Actions to  collect amounts due by  Lessee to Lessor under  this
   subparagraph  may be  brought  from  time to  time,  on  one  or  more
   occasions, without the necessity of Lessor's waiting until  expiration
   of the Lease term.

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

         E. In the event Lessee fails  to make any payment due  hereunder
    when payment is  due, to help  defray the additional  cost to  Lessor
    for processing  such late  payments. Lessee  shall pay  to Lessor  on
    demand a late charge in an amount  equal to five percent 5%) of  such
    installment: and  the failure  to pay  such amount  within ten  days)
    days after demand therefore shall be  an additional event of  default
    hereunder. The provision for  such late charge  shall he in  addition
    to all of Lessor's other rights and remedies hereunder or at law  and
    shall not be construed as liquidated damages or as limiting  Lessor's
    remedies in any manner. Lessor and Lessee agree that the late  charge
    provided for in this subparagraph is not interest.
<PAGE>
        F. No  act or omission of  Lessor, or exercise  by lessor of  any
    one or more remedies hereunder granted or otherwise available,  shall
    be deemed to be an acceptance of surrender of the Leased Premises  by
    Lessor, whether  by  agreement  or by  operation  of  law,  it  being
    understood that such surrender  can be effected  only by the  written
    agreement of Lessor and Lessee. Lessee and Lessor further agree  that
    forbearance by Lessor to enforce its rights pursuant to the Lease  at
    law or in equity shall not be  a waiver of Lessor's right to  enforce
    one or more of its rights in connection with any subsequent default.

       G.  This paragraph shall be enforceable to the maximum extent  not
   prohibited by applicable law, and the unenforceability at any  portion
   thereof shall not thereby render  unenforceable any other portion.  No
   re-entry or  taking of  possession of  the Leased  Premises by  Lessor
   shall be construed  as an election  on Lessors pan  to terminate  this
   Lease unless a written notice of such termination is given to Lessee.

       H.  Notwithstanding anything in  this Lease to  the contrary,  all
   amounts payable by Lessee to or  on behalf of Lessor under his  Lease,
   whether or not  expressly denominated as  Rent, shall constitute  Rent
   for the  purposes of  section  502(b)(7) of  the Bankruptcy  Code.  II
   U.S.C. Section 502(b)(7).

        I. Lessor shall be in  default hereunder in the event Lessor  has
   not  begun and  pursued  with reasonable  diligence  the cure  of  any
   failure of  Lessor to  meet its  obligations hereunder  within  thirty
   (30) days of the  receipt by Lessor of  written notice from Lessee  of
   the alleged failure  to perform. Whether in  this Lease or  elsewhere,
   in no event shall Lessee have  the right to terminate or rescind  this
   Lease as a result of Lessor's default as to any covenant or  agreement
   contained  in  this Lease.  Lessee  hereby  waives  such  remedies  of
   termination and  rescission. If  Lessor fails  to perform  any of  its
   obligations hereunder  within thirty  (30) days  after written  notice
   from Lessee  specifying  such failure,  Lessee's  remedy shall  be  an
   action for damages  or Lessee shall have  the right to offset  against
   the rent,  the  reasonable cost  of performing  Lessor's  obligations:
   provided however, if  Lessor's cure of it  failure of its  obligations
   hereunder cannot  be cured within  thirty (30) days  after receipt  of
   1essee's notice  of such failure,  and Lessor  is diligently  pursuing
   such cure to completion, Lessor shall not be in default hereunder  and
   Lessee shall  have  no right  to offset  the  rent. Unless  and  until
   Lessor falls to  50 cure any default  after such notice, Lessee  shall
   not have  any remedy  or cause  of action  by reason  thereof.  Lessee
   hereby covenants that,  prior to the exercise  of any such remedy,  it
   will give the  mortgagee(s) holding mortgages  on the Leased  Premises
   or the building in which the Leased Premises are located notice and  a
   reasonable time  to cure  any default  by Lessor.  All obligations  of
   Lessor hereunder will be  construed as covenants, not conditions;  and
   all such  obligations will  be  binding upon  Lessor only  during  the
   period of its  possession of the Leased  Premises and not  thereafter.
   The term "Lessor shall mean only the owner, for the time being of  the
   Leased Premises, and  in the event  of the transfer  by such owner  of
   its interest  in the Leased  Premises, such owner  shall thereupon  be
   released and  discharged from  all covenants  and obligations  of  the
   Lessor thereafter accruing, but  such covenants and obligations  shall
   be binding during the Lease term upon each new owner for the  duration
   of  such  owner's  ownership.  Notwithstanding  any  other   provision
   hereof, Lessor  shall not have  any personal  liability hereunder.  in
   the event of any breach or default by Lessor in any term or  provision
   of this Lease. Lessee agrees to look solely to the equity or  interest
   then owned  by Lessor in  the Leased Premises  or of  the building  of
   which the Leased Premises are a part; however, in no event, shall  any
   deficiency judgement or  any money judgment of  any kind be sought  or
   retained against any Lessor.
<PAGE>
        J. If  Lessor repossesses  the Leased  Premises pursuant  to  the
   authority herein  granted, then  Lessor shall  have the  right to  (i)
   keep in place and use or (ii)  remove and store all of the  furniture,
   fixtures and equipment  at the Leased  Premises, including that  which
   is owned by or leased to Lessee at all times prior to any  foreclosure
   thereon by  Lessor or repossession  thereof by any  lessor thereof  or
   third party having  a lien thereon. Lessor  also shall have the  right
   to relinquish  possession of  all or  any portion  of such  furniture,
   fixtures, equipment and other property to any person ("Claimant")  who
   presents to Lessor  a copy of any  instrument represented by  Claimant
   to have been executed  by Lessee (or any predecessor Lessee)  granting
   Claimant the right under  various circumstances to take possession  of
   such furniture,  fixtures, equipment  or other  property, without  the
   necessity on the  part of Lessor to  inquire into the authenticity  or
   legality of said instrument. The rights of Lessor herein stated  shall
   be in  addition to any  and all other  rights that Lessor  has or  may
   hereafter have at law or  in equity; and Lessee stipulates and  agrees
   that the rights herein granted Lessor are commercially reasonable.

        20. ATTORNEY'S FEES.

           In  the event  Lessor/Lessee  retains  counsel  in  connection
   with, or  files  suit to  enforce  the  performance of  or  to  obtain
   damages caused by a default concerning any of the terms of this  Lease
   by Lessor/Lessee and obtains a judgement on its behalf.  Lessor/Lessee
   shall be responsible  for and shall  pay Lessor's/Lessee's  reasonable
   attorneys fees.

        21. MORTGAGES.

           Lessee accepts  this  Lease  subject and  subordinate  to  any
   mortgages  and/or  deeds  of  trust  now  or  at  any  time  hereafter
   constituting  a lien  or  charge  upon  the  Leased  Premises  or  the
   improvements situated  thereon or  the building  of which  the  Leased
   Premises  are a  part,  provided,  however,  that  if  the  mortgagee,
   trustee, or holder  of any such  mortgage or deed  of trust elects  to
   have Lessee's interest in this Lease superior to any such  instrument,
   then by notice to Lessee from such mortgagee, trustee or holder,  this
   Lease shall be deemed  superior to such lien,  whether this Lease  was
   executed before or after  said mortgage or deed  of trust, Lessee,  at
   any time hereafter on demand, shall execute any instruments,  releases
   or other  documents that  may be  required by  any mortgagee  for  the
   purpose of subjecting and subordinating this Lease to the lien of  any
   such mortgage. Lessor agrees to use its best efforts to obtain a  non-
   disturbance agreement.

<PAGE>
         22.     MECHANIC'S LIENS.

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

        23. MISCELLANEOUS

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

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

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

       D. Whenever a period  of time is herein prescribed for the  taking
  of any action by  lessor/Lessee, Lessor/Lessee 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
  Lessor/Lessee.
<PAGE>
        E. Lessee agrees, from time  to time, within  ten (10) days after
  request of  Lessor, to  deliver to  Lessor,  or Lessor's  designee,  an
  estoppel certificate  stating that  this Lease  is  in full  force  and
  effect, the date  to which Rent  has been paid,  the unexpired term  of
  this Lease and such other factual  matters pertaining to this Lease  as
  may be requested by Lessor.

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

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

        H. If any clause or provision  of this Lease is illegal,  invalid
   or unenforceable  under present or  future laws  effective during  the
   term of this Lease,  then and in  that event, it  is the intention  of
   the parties  hereto that  the remainder  of 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  cause or  provision as  similar in  terms to  such  illegal,
   invalid or unenforceable clause  or provision as  may be possible  and
   be legal, valid and enforceable.

        I. This Lease  and  the rights  and  obligations of  the  parties
   hereto shall  be interpreted,  construed, and  enforced in  accordance
   with the laws  of the  State of Texas.  This Lease  is performable  in
   Dallas County, Texas.
<PAGE>
        J. The voluntary or other surrender of this Lease by Lessee or  a
   mutual cancellation thereof, shall not  constitute a merger; and  upon
   such surrender or cancellation  of this Lease,  Lessor shall have  the
   option, in Lessor's sole  discretion, to either  (i) terminate all  or
   any  existing subleases  or  subtenancies,  or  (ii)  assume  Lessee's
   interest in any or all subleases or subtenancies.

         K. All  references in  this  Lease  to  "the  date  thereof"  or
    similar references shall  he deemed  to refer  to the  last date,  in
    point of time, on which all Parties hereto have executed this Lease.

         L. Lessee represents  and warrants  that it  has dealt  with  no
    broker, agent or other person in connection with this transaction  or
    that no broker, agent or other person brought about his  transaction,
    other than Cawley and  Associates, or other than  as may be  referred
    in a separate written agreement executed by Lessee, and delivered  to
    Lessor  and Lessee agrees to indemnify and hold Lessor harmless  from
    and against any  claims by any  other broker, agent  or other  person
    claiming a  commission or  other form  of compensation  by virtue  of
    having dealt with Lessee with regard to this leasing transaction.

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

        24. SECURITY SERVICE.

           Lessee agrees to  pay its Proportionate Share  of the cost  of
   monitoring,  repair  and  maintenance  of  the  water  flow  detection
   systems installed on the Leased Premises and/or the building of  which
   the Leased Premises are  a pan, including the  cost at any license  or
   permit or user charge required  for such security systems. Lessor,  at
   its option,  may enter  into an  agreement with  third party  for  the
   monitoring, maintenance and  repair of any  such system, Lessor  shall
   not be liable to Lessee for any damages, costs or expense which  occur
   for any  reason iii the  event such  security system  is not  properly
   installed, monitored or maintained.

<PAGE>
        25. NOTICES.

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

           a) All Rent and other payments or notices required to be  made
   by Lessee  to Lessor hereunder  shall be  delivered to  lessor at  the
   address for Lessor set forth below or at such other address as  Lessor
   may  specify  from  time  to  time  by  written  notice  delivered  in
   accordance herewith.  Lessees obligation  to pay  Rent and  any  other
   amounts to Lessor under  the terms of this  Lease shall not be  deemed
   satisfied  until such  Rent  and  other  amounts  have  been  actually
   received by Lessor.

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

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

        26. HAZARDOUS SUBSTANCES

         A. Lessee shall  not  use. store,  dispose,  handle,  transport,
    release, discharge or generate  any Hazardous Substances (as  defined
    in subparagraph  (below),  in,  on,  to,. under,  from or  about  the
    Leased Premises  or  Building  in violation  of  Environmental  Laws.
    Lessee warrants  and agrees  that  Lessee's use,  storage,  disposal,
    handling,  release,  discharge,  generation  or  transport  shall  be
    conducted in  strict  accordance  with  all  Environmental  Laws  (as
    defined in  subparagraph  (f)  below). Any  consent  or  approval  by
    Lessor of  Lessee's  use,  storage,  disposal,  transport,  handling,
    discharge, release or  generation of Hazardous  Substances shall  not
    constitute an assumption of risk respecting  the same nor a  warranty
    or certification  by  Lessor  that Lessee's  proposed  use,  storage,
    disposal, handling, release,  discharge, generation  or transport  of
    any such Hazardous Substances is safe or reasonable or in  compliance
    with Environmental Laws.  Lessee shall maintain  current all  permits
    required for  its operations,  including, without  limitation,  those
    for  the  use,  storage,  handling,  transport,  discharge,  release,
    generation, and/or disposal of Hazardous Substances.
<PAGE>
         B. Release or  discharge of  a  detectable amount  of  Hazardous
    Substances into  the soil  or into  ground water  shall constitute  a
    material default under this Lease, Lessee acknowledges that a  Lessee
    of nonresidential property  who knows or  has reason to  know that  a
    material amount  of a  hazardous substance  has been  released on  or
    beneath its premises  is to promptly  notify the  Lessor. Failure  to
    provide such notice  to Lessor  shall constitute  a material  default
    under this Lease.  In the event  of such default,  Lessor shall  have
    the right to (i) terminate this Lease and collect damages,  inclusive
    of the  cost of  cleanup, required  under Environmental  Law, of  any
    Hazardous Substances released into the  soil or groundwater; or  (ii)
    require the cleanup  of contamination,  required under  Environmental
    Law, while still enforcing the remaining terms of this Lease.

         C. Lessee expressly agrees that Lessor  shall have the right  to
    enter the Leased Premises  to inspect the  Leased Premises and/or  to
    perform  through  a  reputable,  qualified  environmental  consulting
    firm, an  environmental investigation  and assessment  of the  Leased
    Premises (the "Environmental Assessment")  upon reasonable notice  to
    Lessee (not less than 72 hours),  and that this right of entry  shall
    include the right  to test  for soil  and groundwater  contamination.
    Lessee shall comply or  bear the risk of  noncompliance, at its  sole
    cost and expense,  with all reasonable  recommendations contained  in
    any  Environmental  Assessment   delivered  to   Lessor  to   Lessee,
    including. without  limitation,  any reasonable  recommendation  with
    respect to  the precautions  that  should be  taken with  respect  to
    activities on  the  Leased Premises  or  Building or  any  reasonable
    recommendations for  additional testing  and  studies to  detect  the
    presence of Hazardous Substances.

         D.        Lessee   shall   indemnify,   defend,   (by    counsel
    reasonably acceptable to  Lessor), protect and hold Lessor, and  each
    of  Lessor's officers,  directors, shareholders,  employees,  agents,
    attorneys,  successors  and  assigns,  free  and  harmless  from  and
    against  any and  all  claims, liabilities,  penalties,  forfeitures,
    losses  or   expenses  (including,  without  limitation,   reasonable
    attorneys' fees and costs and court  costs) or death of Or injury  to
    any person  or damage to any  property whatsoever, including  without
    limitation (a) personal injury claims, (b) the payment of liens,  (c)
    diminution in  the value of  the Leased Premises  or Building or  the
    property  on which  they are  located, (d)  damages for  the loss  or
    restriction on use of the Leased Premises or Building, (e) sums  paid
    in settlement  of claims, with  the approval of  Lessee, which  shall
    not  be unreasonably  withheld, (f)  reasonable attorneys'  fees  and
    costs, consulting tees and costs  and expert fees and costs, (g)  the
    cost of  any investigation of  site conditions, and  (h) the cost  of
    any  repair, clean-up,  health  or other  environmental  assessments,
    remedial, closure, removal,  or restoration work, decontamination  or
    detoxification if required by any governmental or  quasi-governmental
    agency or body  having jurisdiction from or  are caused its whole  or
    in part, directly or indirectly, by Lessee's use, storage,  handling,
    transportation, disposal,  release, threatened release, discharge  or
    generation of Hazardous Substances  to, in, on, under, about or  from
    the Leased Premises or Building, in violation of Environmental  Laws,
    or Lessee's failure  otherwise to comply with any Environmental  Law.
    For  purposes  of  the  indemnity  provisions  hereof,  any  acts  or
    omissions of Lessee, or by employees, agents, assignees,  contractors
    or subcontractors  of Lessee  or others acting  for or  on behalf  of
    lessee (whether  or not they are  negligent, intentional, willful  or
    unlawful)   shall  be   strictly  attributable   to  Lessee,      The
    indemnification  contained herein  shall  survive the  expiration  or
    earlier termination of  this Lease. This indemnification is  intended
    to constitute  an indemnity agreement within  the meaning of  Section
    9607(e)(1) of the Comprehensive Environmental Response.  Compensation
    and Liability Act of 1980 (42 USC 9607(e)(l).
<PAGE>
         E. Upon the  expiration or  earlier termination  of this  Lease,
    Lessee  shall remove  from the  Leased Premises  any trade  fixtures,
    furnishings  and/or  equipment, associated  with  the  use,  storage,
    handling, transport,  discharge, release, generation  or disposal  of
    Hazardous Substances and perform any closure work, investigation  and
    environmental remedial work  required by an Environmental Laws or  by
    any other  applicable laws,  ordinances, regulations,  or permits  by
    any governmental authority having jurisdiction. Removal and  disposal
    of  any and  all such  equipment or  fixtures shall  be performed  in
    strict  accordance  with   all  Environmental  Laws  and  all   other
    applicable laws,  regulations and government  orders. The Lessor  has
    no actual knowledge of the foregoing procedures not being adhered  to
    by prior tenants it the Leased Premises.

         F. As used in this Lease, the term "Hazardous Substances"  shall
    mean hazardous  wastes, hazardous  chemicals, radioactive  materials,
    toxic materials or  any other waste, chemical, substance or  material
    now  or  hereafter   determined  by  any  federal,  state  or   local
    governmental agency of authority having jurisdiction to be  hazardous
    to human health  or the environment or  that is or becomes  regulated
    by such  agency or  authority by  reason of  such determination  that
    were released to the environment, including, without limitation,  the
    soil, groundwater and/or air, at the Leased Premises or Building.  As
    used in this Lease, the term "Environmental Laws" shall mean any  and
    all present and future  federal, state and local laws (whether  under
    common  law, statute,  rule,  regulation or  otherwise)  requirements
    under permits issued with respect thereto, and other requirements  of
    governmental  authorities  relating to  the  environment  or  to  any
    Hazardous Substance (including, without limitation the  Comprehensive
    Environmental Response, Compensation,  and Liability Act of 1980  (42
    U.S.C 9601,  et seq.), as heretofore  or hereafter amended from  time
    to time.

         G. Lessee/Lessor  shall  immediately  advise  Lessor/Lessee   in
    writing  of,  and provide  Lessor/Lessee  with  a copy  of:  (i)  any
    notices  of  violation  or potential  or  alleged  violation  of  any
    Environmental  Law  that  are  received  by  Lessee/Lessor  from  any
    governmental  agency;  (ii)  any  and  all  inquiry,   investigation,
    enforcement, clean-up,  removal or other  governmental or  regulatory
    actions   instituted   or   threatened   in   writing   relating   to
    Lessee/Lessor  or the  Leased Premises  or  Building; and  (iii)  all
    written  claims  made  or  threatened  by  any  third-party   against
    Lessee/Lessor  or the  Leased Premises  or Building  relating to  any
    Hazardous Substances.

          H. with reference to Article 12 Of this Lease, if the  proposed
     assignee's or  sublessee's activities  in, on  or about  the  Leased
     Premises or Building involve the use, handling, storage,  transport,
     discharge,  release  generation   or  disposal   of  any   Hazardous
     Substances other  than those  used by  Lessee or  in quantities  and
     processes different from Lessee's uses permitted hereunder, it shall
     be reasonable for Lessor to withhold its consent to such  assignment
     or sublease in  light of  the risk  of contamination  posed by  such
     activities unless Lessee established beyond a reasonable doubt  that
     such assignee's or  sublessee's activities pose  no greater risk  of
     contamination to  the Leased  Premises  and Building  than  Lessee's
     permitted activities and use of the Leased Premises and Building  in
     view of the  (a) quantities, toxicity  and other  properties of  the
     Hazardous Substances to be used by  such assignee or sublessee,  (b)
     the precautions  against  a  release of  Hazardous  Substances  such
     assignee or sublessee  agrees to implement,  (c) such assignee's  or
     sublessee's financial condition as it relates to its ability to  pay
     for the cost to  clean up a major  release of Hazardous  Substances,
     and (d) such assignee's or sublessee's policy and historical  record
     respecting its willingness to respond to  and clean up a release  of
     Hazardous Substances.
<PAGE>
          I. To the actual  knowledge of Lessor,  the Leased Premises  is
     not impaired by any contamination of Hazardous Substances into or on
     the soil or ground water.

          J. With respect to use or discharge of Hazardous Substances  on
     the Leased Premises prior to the Commencement Date, and the same not
     being  caused   by  Lessee,   its  employees,   agents,   assignees,
     contractors, subcontractors  or  invitees, Lessor  shall  indemnify,
     defend, (by counsel  reasonably acceptable to  Lessee), protect  and
     hold Lessee, and each of Lessee's officers, directors, shareholders,
     employees, agents,  attorneys,  successors  and  assigns,  free  and
     harmless  from  and  against   any  and  all  claims,   liabilities,
     penalties,  forfeitures,  losses  or  expenses  (including,  without
     limitation, reasonable attorneys' fees and costs and court costs) or
     death of  or  injury  to  any  person  or  damage  to  any  property
     whatsoever, including without limitation (a) personal injury claims,
     (b) the payment of liens, (c) diminution in the value of the  Leased
     Premises or Building or the property on which they are located,  (d)
     damages for the loss or restriction on use of the Leased Premises or
     Building. (e) sums paid in settlement  of claims, with the  approval
     of Lessor, which shall not be unreasonably withheld, (f)  reasonable
     attorneys' fees and costs, consulting fees and costs and expert fees
     and costs, (g) the cost of any investigation of site conditions, and
     (h)  the cost of any repair, clean-up, health or other environmental
     assessments,  remedial,  closure,  removal,  or  restoration   work,
     decontamination or detoxification if required by any governmental Or
     quasi-governmental agency or body  having jurisdiction, from or  are
     caused in whole or in part,  directly or indirectly, by Lessor's  or
     prior tenant's  of  the  Leased  Premises  use,  storage,  handling,
     transportation, disposal, release, threatened release, discharge  or
     generation of Hazardous Substances to, in, on, under, about or  from
     the Leased Premises or Building, in violation of Environmental Laws,
     or Lessor's  Or  prior  tenant's  of  the  Leased  Premises  failure
     otherwise to comply with any Environmental Law. For purposes of  the
     indemnity provisions  hereof, any  acts or  omissions of  Lessor  or
     prior tenants  of  the Leased  Premises,  or by  employees,  agents,
     assignees, contractors or subcontractors of Lessor or prior  tenants
     of the Leased Premises or others  acting for or on behalf of  Lessor
     or prior tenants  of the Leased  Premises (whether or  not they  are
     negligent, intentional,  willful  or  unlawful)  shall  be  strictly
     attributable to Lessor or prior tenants of the Leased premises.  The
     indemnification contained  herein shall  survive the  expiration  of
     earlier termination of this lease.  This indemnification is intended
     to constitute an indemnity agreement  within the meaning of  Section
     9607(e)(I) of the Comprehensive Environmental Response, Compensation
     and liability Act of 1980 (42 USC 9607(e)(I).

          27.    INTENTIONALLY DELETED.

          28.    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" Floor Plan

           Exhibit "C" Special Provisions
<PAGE>

       29.  EFFECT OF DELIVERY OF THIS LEASE.

          Lessor  has delivered  a  copy  of this  Lease  to  Lessee  for
  Lessee's review  only,  and the  delivery  hereof to  Lessee  does  not
  constitute an  offer to  Lessee  or option.  This  Lease shall  not  be
  effective until a copy executed by both Lessor and Lessee is  delivered
  to and  accepted by  Lessor, and  if applicable,  this Lease  has  been
  approved by Lessor's mortgagee(s).

       30. NO IMPLIED WAIVER.

          The failure  of Lessor to  insist at any  time upon the  strict
  performance of  any covenant  or agreement  herein or  to exercise  any
  option, right, power  or remedy contained  in this Lease  shall not  be
  construed as  a waiver  or a  relinquishment  thereof. The  failure  of
  Lessor to exercise any right, power or remedy with respect to a default
  by Lessee as to any  term, condition or covenant  of this Lease is  not
  intended to be, and shall not operate as. a waiver of any right,  power
  or remedy with respect to that default or as to any other or subsequent
  default of  Lessee's  obligations under  this  Lease. The  exercise  by
  Lessor of any certain right, power or remedy with respect to a  default
  by Lessee as to any  term, condition or covenant  of this Lease is  not
  intended to be and shall not operate  as, a waiver of any other  right,
  power or remedy of Lessor contained in this Lease, with respect to that
  default or  as to  any other  or subsequent  default by  Lessee of  its
  obligations pursuant to this Lease. No payment by Lessee or receipt  by
  Lessor of a  lesser amount  than the  monthly installment  of Rent  due
  under this Lease shall  be deemed to  be other than  on account of  the
  earliest Rent due hereunder, nor shall any endorsement or statement  on
  any check or any  letter accompanying any check  or payment as Rent  be
  deemed an accord and satisfaction, and Lessor may accept such check  or
  payment without prejudice to Lessor's right  to recover the balance  of
  such Rent or pursue any other remedy provided in this Lease.

       31.  INTENTIONALLY DELETED.


  EXECUTED BY LESSEE, this 25th      EXECUTED BY LESSOR this 15th
  day of May, 1994                   day of June, 1994

  LESSEE:                            LESSOR

  Carrington Laboratories, Inc.,     DFW Nine,
  a Texas corporation                a California Limited Partnership
                                     By: Meridian Point Properties, Inc..
                                     as Agent

  By: /S/                            By: /S/
      ----------------------             ----------------------
  Title: ___________________         Title: ___________________

  ADDRESS OF LESSSEE:                ADDRESS OF LESSOR:

  Carrington Laboratories            c/o Wilcox Realty Group, Inc.
  2001 Walnut Hill Lane              1445 Ross Avenue, Suite 4900
  Irving, Texas 75038                Dallas. Texas 75202

  Meridian Point Lease Revised 11/18/92
<PAGE>

                                Exhibit "A"

   All that certain tract or parcel of land being a part of Tract D of
   Las Colinas Walnut Hill Distribution Center in Irving, Texas and
   being more particularly described as follows:

   Beginning at a point in the West line of Hereford Drive 667.20 feet
   South 00 degrees 16'40" East from the South line of Brangus Drive.

   Thence South 89 degrees 43'20" West 200.0 feet.

   Thence South 00 degrees 16' 40" East 412.0 feet.

   Thence North 89 degrees 43'20 East 202.8 feet.

   Thence in a Northerly direction 54.24 feet with a curve to the right
   of central angle of 5 degrees 55'24" and a radius of 524.7 feet,


   Thence North 00 degrees 16'40" West 357.85 feet to the point of

   beginning. Containing 1.8929 acres of land.


<PAGE>


                                EXHIBIT "B"


                         [FLOOR PLAN APPEARS HERE]


<PAGE>


                                Exhibit "C"

                            Special Provisions

    Base Rent

    Base Rent pursuant to paragraph 2.A shall be paid in accordance  with
    the following schedule:
        Month 1            $9,201,00/rnonth
        Months 2-3         $0.000.00/month
        Months 4-62        $9,201.00/month
        Months 63-86       $11,041.00/month

    Tenant Improvements

    Lessor shall provide  an allowance of  $35,050 for working  drawings,
    and  tenant  improvements  for  the  Leased  Premises.   Construction
    management shall  be handled  by Wilcox  Realty Group,  Inc. If  such
    costs exceed $35,050, Lessee shall pay the excess costs to Lessor and
    drawing revisions upon  demand. Any unused  portion of the  allowance
    shall be applied to  the Base rent hereunder  at a maximum amount  of
    $5,000 per month.

    During 1994, Lessor, at  its sole cost and  expense shall repair  the
    parking lot to a  reasonably aesthetically acceptable level,  repaint
    the building exterior, repair major cracks in the warehouse area, and
    provide a ramp from the parking area to the front door.

    Renewal Option

    If, at the end of the  primary term of this  Lease, Lessee is not  in
    default in any of  the terms, conditions or  covenants of the  Lease,
    Lessee, but  not  any assignee  or  subtenant of  Lessee,  is  hereby
    granted an option to  renew this Lease for  an additional term of  9j
    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 Lessor in writing; and
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         B.   The rental  for the renewed  term shall be  based upon  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  Lessee to  be
              taken into account,

    If Lessee desires to renew this  Lease, Lessee will notify Lessor  of
    its intention  to  renew  no  later than  six  months  prior  to  the
    expiration date of this Lease; Lessor shall, within the next  fifteen
    days notify Lessee in  writing of the proposed  renewal rate and  the
    Lessee shall, within the next fifteen  days following receipt of  the
    proposed rate,  notify the  Lessor 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.
    See attached.

    The Lease is contingent upon Lessee's reasonable approval of a  Phase
    One Environmental  Report. In  the  event that  the Lessee  does  not
    notify  the  Lessor  in  writing  of  an  unacceptable  Environmental
    Inspection by June 10,  1994, this Lease shall  remain in full  force
    and effect.