BASIC LEASE INFORMATION

Lease  Date:        September 17, 1996

Tenant:             Jayhawk  Acceptance  Corporation
                    Tenant's  Address:    Two  Galleria  Tower
                    13455  Noel  Road,  Suite  1800
                    Dallas,  TX  75240

Contact:            C. F.  Chandler  Telephone:  214-663-1000

Landlord:           Equitable-Crow  Tower  2001,  Ltd.,
                    a Texas  limited  partnership

Landlord's Address: 2200  Ross  Avenue,  Suite  3700
                    Dallas,  Texas  75201
                    Contact: Jeff  Carter
                    Telephone:  214-740-2323

Premises:           Suite  No.  600  in  the  office  building  (the
                    "Building")located  on  the  land  described  on
                    Exhibit  D (the "Land"). The Premises are outlined on the
                    plan attached  to  the  Lease  as  Exhibit  A.

Term:               Nine  months,  commencing  October  1,  1996  (the
                    "Commencement  Date")  and  ending  at  5:00  p.m.
                    June  30,  1997,  subject  to  adjustment  and  earlier
                    termination  as  provided  in  the  Lease.
Basic
Rental:             $25,420.75  per  month,  which  is  based  on  an annual
                    Basic  Rental  of  S11.50  per  rentable  square  foot.

Security  Deposit:  $25,420.75.

Rent:               Basic  Rental,  Tenant's  Proportionate  Share  of
                    Electrical  Costs,  Tenant's  share  of  Excess,  and
                    all  other  sums  that  Tenant  may  owe  to  Landlord
                    under  the  Lease.

Permitted  Use:     General  office  purposes  consistent  with
                    comparable  first  class  office  buildings  in  the
                    central  business  district  of  Dallas,  Texas.

Tenant's
Proportionate
Share:              2.4926%,  which  is  the  percentage  obtained  by
                    dividing (i) the 26,526 rentable square feet in the
                    Premises by (ii) the 1,064,210 rentable square feet in
                    the Building.

Expense  Stop:       1996  base  year.

Initial  Liability
Insurance  Amount:   $5,000,000.

The  foregoing Basic Lease Information is incorporated into and made a part of
the  Lease  identified  above.  If any conflict exists between any Basic Lease
Information  and  the  Lease,  then  the  Lease  shall  control.

LANDLORD:                               TENANT:
BQUITABLE-CROW  TOWER  2001,  LTD.,     JAYHAWK  ACCEPTANCE  CORPORATION
a  Texas  limited  partnership          a  Texas  corporation

By: EQ/GP Southwest, Ltd.,              By:  /s/  Cameron F. Chandler
    a Texas limited partnership         Name:  Cameron  F. Chandler
                                        Title: Director of Human Resources
By: GP/EQ  Southwest, Inc.,
    a  Texas  corporation
    its sole general partner

     By: /s/Jon  L.  Dooley
     Name: Jon L. Dooley
     Title:Investment  Officer
<PAGE>

                              TABLE OF CONTENTS

DEFINITIONS  AND  BASIC  PROVISIONS.  .  .  .  .  .  .  .  .  .  .  . .      1

LEASE  GRANT  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  . . . . .      1

TERM.  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  . . . . . ..       1

RENT.  .  .  .  .  .  .  .  .  .  .  .  .    .  .  .  .  . . . . . . .       1
     a.  Payment.  .  .  .  .  .  .  .  .  .  .  . . . . . . . . .           1
     b.  Intentionally  Deleted.  .  .  .  .  .  .  .  .  .  .  .  .         2
     c.  Electrical  Costs  .  .  .  .  .  .  .  .  .  .  .  .  .  . .       2
     d.  Annual  Cost  Statement.  .  .  .  .  .  .  .  .  .  .  .  .        2
     e.  Adjustments  to  Electrical  Costs.  .  .  .  .  .  .               2

DELINQUENT  PAYMENT;  HANDLING  CHARGES.  .  .  .  .  .  .  .                2

SECURITY  DEPOSIT.  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .        2

LANDLORD'S  OBLIGATIONS.  .  .  .  .  .  .  .  .  .  .  .  .  .  .           3
     a.  Services                                                            3
     b.  Excess  Utility  Use                                                4
     c.  Discontinuance                                                      4
     d.  Restoration  of  Services;  Abatement  .  .  .  .  .  .  .  .       4

IMPROVEMENTS;ALTERATIONS;  REPAIRS;  MAINTENANCE  .  .  .  .  .              4
     a.  Improvements;  Alterations.  .  .  .  .  .  .  .  .  .  .  .        5
     b.  Repairs;  Maintenance  .  .  .  .  .  .  .  .  .  .  .  .  ..  .   .5
     c.  Performance  of  Work.  .  .  .  .  .  .  .  .  .  .  .    .  .  . .5
     d.  Mechanic's  Liens  .  .  .  .  .  .  .  .  .  .  .  ..  .  .  .  . .5

USE  .    .  .  .  .  .  .  .  .  .  .  .  .  .  .  . . . . . . . . . .    . 5

ASSIGNMENT  AND  SUBLETTING                                                  6
     a.  Transfers:  Consent  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .    7
     b.  Cancellation                                                        7
     c.  Additional  Compensation.  .  ..  .  .  .  .  .  .  .  .            7

INSURANCE;  WAIVERS;  SUBROGATION;  INDEMNITY.  .  .  .  .  .                7
     a.  Insurance.  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  . . . . . .7
     b.  Waiver  of  Negligence  Claims:  No  Subrogation.  .  .  .         .7
     c.  Indemnity.  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  . . . . . .8

SUBORDINATION  ATTORNMENT;  NOTICE  TO  LANDLORD'S  MORTGAGEE.    .          8
     a.  Subordination.  .  .  .  .  .  .  .  .  .  .  .  .  .  .  . . . . . 8
     b.  Attornment.  .  .  .  .  .  .  .  .  .  .  .  .  .  .  . . . . . . .8
     c.  Notice  to  Landlord's  Morgagee  .  .  .  .  .  .  .  .  .  .  .  .8

RULES  AND  REGULATIONS.  .  .  .  .  .  .  .  .  .  .  .  .  .  . . . . . . 9

CONDEMNATION.  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  . . . . .  . . . 9
     a.  Taking  -  Landlord's  and  Tenant's  Rights  .  .  .    .  .  .    9
     b.  Taking  -  Landlord's  Rights.    .  .  .  .  .  .  .  .  .  .  . . 9
     c.  Award.  .  .  .  .  .  .  .  .  .  .  .  .  .  .  . . . . . . . . . 9

FIRE  OR  OTHER  CASUALTY.  .  .  .  .  .  .  .  .  .  .  .  . . . . . . . . 9
     a.  Repair  Estimate.  .  .  .  .  .  .  .  .  .  .  ..  .  . . . . . . 9
     b.  Landlord's  and  Tenant's  Rights  .  .  .  .    .  .  .  .  .  . . 9
     c.  Landlord's  Rights.  .  .  .  .  .  .  .  .  .  .  ..  .  . .. . . 10
     d.  Repair  Obligation.  .  .  .  .  .  .  .  .  .  .  .  .  . . . . . 10

TAXES  .  .  .  .  .  .  .  .  .  .  .  .  .  . . . . . . . . . . . . . . . 10

EVENTS  OF  DEFAULT . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10

REMEDIES.  .  .  .  .  .  .  .  .  .  .  .  .  . . . . . . . . . . . . .  . 11

PAYMENT  BY  TENANT;  NON-WAIVER.  .  .  .  .  .  .  .  .  .  . . . . . . . 12
     a.  Payment  by  Tenant.  .  .  .  .  .  . . . . . . . . . . . . .     12
     b.  No  Waiver.  .  .  .  .  .  .  . . . . . . . . . . . . . . . .     12

LANDLORD'S  LIEN  .  .  .  .  .  .  .  .  .  .  .  . . . . . . . . . . . . .12

SURRENDER  OF  PREMISES  .  .  .  .  .  .  .  .  .  .  . . . . . . . . . . .13

HOLDING  OVER.  .  .  .  .  .  .  .  .  .  .  .  . . . . . . . . . . . . . .13

CERTAIN  RIGHTS  RESERVED  BY  LANDLORD.  .  .  .  .  .  .  .  .  . . . . . 13

SUBSTITUTION  SPACES  .  .  .  .  .  .  .  .  .  .  .  . . . . . . . . . . .14

MISCELLANEOUS  .  .  .  .  .  .  .  .  .  .  .  .  . . . . . . . . . . . . .15
     a.  Landlord  Transfer.  .  .  .  .  .  .  .  .  .  .  . . . . . . ..  15
     b.  Landlord's  Liability  .  .  .  .  .  . . . . . . . . . .. . .     15
     c.  Force  Majeure.  .  .  .  .  .  . . . . . . . . . . . .  . . .     15
     d.  Brokeraqe.  .  .  .  .  .  .  . . . . . . . . . . . . .  . . .     15
     e.  Estoppel  Certificates.  .  .  .  .  .  . . . . . . .. . . . .     16
     f.  Notices.  .  .  .  .  .  .  . . . . . . . . . . . . .  . . . .     16
     g.  Separability.  .  .  .  .  .  .  .  . . . . . . . . . .  . . .     16
     h.  Amendments;  and  Bindinq  Effect  .  .  .  .  .  .  .  .  . . . . 16
     i.  Quiet  Enjoyment.  .  .  .  .  .  . . . . . . . . . . . . .  .     16
     j.  Joint  and  Several  Liability.  .  .  .  . . . . . . . .. . .     16
     k.  Captions  .  .  .  .  .  .  .  .  .  .  .  . . . . . . . . . . . . 16
     1.  No  Merger.  .  .  .  .  .  .  .  .  .  .  . . . . . . . . . . . . 16
     m.  No  Offer.  .  .  .  .  .  .  .  .  . . . . . . . . . . . . . .    17
     n.  Tax  Protest.  .  .  .  .  .  .  . . . . . . . . . . . . . . .     17
     o.  Exhibits.  .  .  .  .  .  .  .  .  .  .  .  . . . . . . . . . . . .17
     p.  Entire  Agreement.  .  .  .  .  .  .  .  .  .  .  . . . . . . .  . 18
                                    LEASE

     THIS  LEASE AGREEMENT (this "Lease") is entered into as     of _________,
1996,  between  EQUITABLE-CROW  TOWER  2001,LTD.,  a Texas limited partnership
("Landlord"),  and  JAYHAWK  ACCEPTANCE  CORPORATION  ("Tenant").

DEFINITIONS  AND  BASIC  PROVISIONS
1.  The  definitions  and  basic  provisions set forth in      the Basic Lease
Information  (the  Basic Lease Information") executed by Landlord and Tenant
contemporaneously  herewith are incorporated herein by reference for purposes.

LEASE  GRANT
2.  Subject  to the terms of this Lease, Landlord leases to Tenant, and Tenant
leases  from  Landlord,  the  Premises.

TERM
3. If the Commencement Date is not the first day of a calendar month, then the
Term shall be extended by the time between the Commencement Date and the first
day  of  the  next month. If this Lease is executed before the Premises become
vacant  or  otherwise  available  and ready for occupancy by Tenant, or if any
present  occupant  of  the  Premises  holds  over  and Landlord cannot acquire
possession  of  the  Premises before the Commencement Date, then (a)  Tenant's
obligation  to  pay  Rent  hereunder  shall  be  waived until Landlord tenders
possession  of the Premises to          Tenant, (b) the Term shall be extended
by  the  time between          the scheduled Commencement Date and the date on
which  Landlord  tenders  possession  of  the  Premises  to  Tenant
(which  date will then be defined as the Commencement Date),(c) Landlord shall
not  be in default hereunder or be liable for damages therefor, and (d) Tenant
shall  accept  possession  of  the  Premises  when  Landlord  tenders
possession  thereof  to  Tenant.    By  occupying  the  Premises, Tenant shall
be  deemed  to have accepted the Premises in their condition as of the date of
such  occupancy, subject to the performance of punch-list items that remain to
be  performed  by  Landlord,  if  any.    Tenant  shall execute and deliver to
Landlord,  within  ten  days  after  Landlord  has  requested  same,  a letter
confirming  (i)  the  Commencement Date, (ii)     that Tenant has accepted the
Premises,  and  (iii)  that      Landlord has performed all of its obligations
with respect to the premises (except for punch-list items specified in        
  such  letter).

RENT
4.  a. Payment. Tenant shall timely pay to Landlord the Basic Rental and all
additional  sums  to be paid by Tenant to Landlord under this Lease, including
the  amounts  set  forth  in  Exhibit  C,  without  deduction  or  set off, at
Landlord's  Address  (or  such other address as Landlord may from time to time
designate  in  writing  to Tenant). Basic Rental, adjusted as herein provided,
shall  be  payable  monthly in advance. The first monthly installment of Basic
Rental  shall  be  payable contemporaneously with the execution of this Lease;
thereafter, monthly installments of Basic Rental shall be due on the first day
of  the second full calendar month of the Term and continuing on the first day
of  each  succeeding  calendar  month  during  the  Term. Basic Rental for any
fractional  month at the beginning of Term shall be prorated based on 1/365 of
the  current  annual Basic Rental for each day of the partial month this Lease
is  in  effect,  and  shall  be  due  on  the  Commencement  Date.

b.  [Intentionally  Deleted.]

c. Electrical Costs. Tenant shall pay to Landlord an amount equal to the
product  of  (i)  the  cost  of  all  electricity  used  by  the  Building
("Electrical  Costs"),  multiplied  by  (ii) Tenant's Proportionate Share.
Such  amount  shall be payable monthly based on The Landlord's estimate of the
amount  due  for  each month, and shall be due on the Commencement Date and on
the  first  day  of  each  calendar  month  thereafter  unless  Landlord  has
theretofore  furnished  Tenant  with information indicating the amount due, in
which  event  such  amount  shall  be  due  within ten days after Landlord has
delivered  to  Tenant  an  invoice  therefor.

d.  Annual  Cost  Statement.  By  April  1 of each calendar year, or as soon
thereafter  as  practicable,  Landlord  shall furnish to Tenant a statement of
Landlord's  actual  Electrical  Costs  (the "Annual Cost Statement") for the
previous  year  adjusted  as  provided  in  Section  4.e.  If  the Annual Cost
Statement  reveals  that  Tenant  paid more for Electrical Costs than Tenant's
Proportionate  Share  of Electrical Costs in the year for which such statement
was  prepared,  then  Landlord  shall promptly reimburse or credit Tenant such
excess;  likewise,  if  Tenant  paid less than Tenant's Proportionate Share of
Electrical  Costs,  then  Tenant  shall promptly pay Landlord such deficiency.

e.  Adjustments  to  Electrical  Costs. With respect to any calendar year or
partial  calendar  year in which the Building is not occupied to the extent of
95%  of the rentable area thereof, the Electrical Costs for such period shall,
for  the  purposes  hereof,  be  increased to the amount which would have been
incurred  had  the Building been occupied to the extent of 95% of the rentable
area  thereof.

DELINQUENT  PAYMENT;  HANDLING  CHARGES
5. All payments required of Tenant hereunder shall bear interest from the date
due  until paid at the maximum lawful rate. Alternatively, Landlord may charge
Tenant  a fee equal to 10% of the delinquent payment to reimburse Landlord for
its  cost and inconvenience incurred as a consequence of Tenant's delinquency.
In  no  event,  however,  shall  the charges permitted under this Section 5 or
elsewhere  in  this  Lease,  to  the  extent  the  same  are  considered to be
interest under applicable law, exceed the maximum  lawful  rate  of  interest.

SECURITY  DEPOSIT
6.  Contemporaneously  with  the  execution of this Lease, Tenant shall pay to
Landlord, in immediately available funds, the Security Deposit, which shall be
held  by  Landlord  without  liability  for  interest  and as security for the
performance  by  Tenant  of  its  obligations  under  this Lease. The Security
Deposit  is not an advance payment of Rent or a measure or limit of Landlord's
damages  upon  an Event of Default (defined below). Landlord may, from time to
time  and  without  prejudice  to  any  other remedy, use all or a part of the
Security  Deposit  to  perform  any obligation which Tenant was obligated, but
failed,  to perform hereunder.  Following any such application of the Security
Deposit,  Tenant  shall pay to the Landlord on demand the amount so applied in
order to  restore  the  Security  Deposit  to its  original  amount.  Within a
reasonable time after the Term ends, provided Tenant has  performed all of its
obligations  hereunder, Landlord shall return to  Tenant  the  balance  of the
Security  Deposit  not  applied  to satisfy Tenant'sobligations.  If  Landlord
transfers  its interest in the Premises, then Landlord may assign the Security
Deposit  to the transferee and  Landlord  thereafter  shall  have  no  further
liability for the return of the Security  Deposit.

LANDLORD'S  OBLIGATIONS
7.  a. Services. Provided no Event of Default exists, Landlord shall use all
reasonable  efforts  to  furnish  to  Tenant (i) water (hot and cold) at those
points  of  supply  provided  for general use of tenants of the Building; (ii)
heated  and  refrigerated  air  conditioning  as appropriate, at such times as
Landlord normally furnishes these services to all tenants of the Building, and
at  such  temperatures  and  in  such  amounts as are reasonably considered by
Landlord  to be standard; (iii) janitorial service to the Premises on weekdays
other than holidays for Building-standard installations (Landlord reserves the
right  to  bill  Tenant  separately  for extra janitorial service required for
non-standard  installations)  and such  window  washing  as  may from  time to
time in Landlord's judgment be reasonably required; (iv) elevators for ingress
and  egress to  the  floor  on which  the Premises are located, in common with
other tenants, provided that Landlord  may  reasonably  limit  the  number  of
elevators to be in operation at times  other  than  during customary  business
hours and  on  holidays; (v)replacement  of  Building-standard light bulbs and
fluorescent tubes, provided that  Landlord's  standard  charge  for such bulbs
and tubes shall be paid by Tenant; and  (vi)  electrical current during normal
business hours other than for special  lighting,  equipment that requires more
than 110 volts, or other equipment whose electrical energy consumption exceeds
normal office usage.  Landlord shall maintain the common areas of the Building
in reasonably good order and  condition,  except  for  damage  occasioned  by 
Tenant, or  its employees,agents  or  invites.  If  Tenant desires any of  the
services specified in this Section  7.a  at  any time  other than times herein
designated, such services shall be supplied to Tenant upon the written request
of  Tenant  delivered  to  Landlord  before  3:00 p.m.  on  the  business  day
preceding such extra usage, and Tenant shall  pay to Landlord the cost of such
services within ten days after Landlord  has  delivered  to  Tenant an invoice
therefor.

b.  Excess  Utility  Use.  Landlord  shall use reasonable efforts to furnish
electrical  current  for  computers,  electronic  data  processing  equipment,
special  lighting,  equipment  that  requires  more  than  110 volts, or other
equipment  whose  electrical  energy  consumption  exceeds normal office usage
through  the  then-existing  feeders  and  risers serving the Building and the
Premises, and Tenant shall pay to Landlord the cost of such service within ten
days after Landlord has delivered to Tenant an invoice therefor.  Landlord may
determine  the amount of such additional consumption and potential consumption
by  either  or  both:  (i)  a  survey  of  standard or average tenant usage of
electricity  in  the  Building performed by a reputable consultant selected by
Landlord  and  paid  for  by  Tenant; or (ii) a separate meter in the Premises
installed,  maintained,  and  read  by  Landlord, at Tenant's expense.  Tenant
shall  not  install  any  electrical  equipment  requiring  special  wiring or
requiring  voltage  in  excess  of  110  volts or otherwise exceeding Building
capacity  unless  approved  in  advance by  Landlord.  The use of  electricity
in the Premises shall not exceed the capacity  of  existing feeders and risers
to or wiring in the Premises. Any risers  or wiring required to meet Tenant's
excess electrical     requirements shall,  upon  Tenant's written  request, be
installed by Landlord, at Tenant's  cost, if, in Landlord's sole and absolute
judgment, the same are necessary and shall not cause permanent damage or
injury to the Building or  the  Premises,  cause  or  create  a dangerous or
hazardous condition, entail  excessive  or  unreasonable alterations, repairs,
or expenses, or interfere  with  or  disturb  other  tenants of the Buidlling
If Tenant uses machines or equipment (other than general office machines,
excluding computers and  electronic  data  processing  equipment) in the
Premises which affect the temperature  otherwise  maintained by the air
conditioning system or otherwise overload any utility, Landlord may install
supplemental air conditioning units or  other  supplemental equipment in  the
Premises,  and  the cost thereof, including  the cost of installation,
operation, use, and maintenance, shall be paid by Tenant  to  Landlord within
ten days after Landlord has delivered to Tenant  an  invoice  therefor.

c. Discontinuance. Landlord's obligation to furnish services under Section 7.a
shall be subject to the rules and regulations of the supplier of such services
and  governmental  rules  and  regulations.  Landlord  may, upon not less than
30-days  prior  written  notice to Tenant, discontinue any such service to the
Premises,  provided  Landlord  first  arranges for a direct connection thereof
through  the  supplier  of such service. Tenant shall, however, be responsible
for  contracting with the supplier of such service and for paying all deposits
for,  and  costs  relating  to,  such  service.

d. Restoration of Services: Abatement. Landlord shall use reasonable efforts
to  restore any service that becomes unavailable; however, such unavailability
shall  not  render  Landlord  liable  for  any  damages  caused  thereby, be a
constructive  eviction of Tenant, constitute a breach of any implied warranty,
or,  except  as  provided  in  the  next sentence,  entitle  Tenant to any
abatement of Tenant's obligations hereunder.  However, if Tenant is prevented
from making reasonable use of the Premises for more  than  45 consecutive days
because of the unavailability of any such service,  Tenant  shall,  as  its
exclusive remedy therefor, be entitled to a reasonable  abatement of Rent for
each consecutive day (after such 45-day period) that  Tenant  is so prevented
from  making  reasonable  use  of  the  Premises.

IMPROVEMENTS;  ALTERATIONS;  REPAIRS;  MAINTENANCE
8.  a.  Improvements:  Alterations.  Improvements  to  the  Premises
shall  be  installed  at  the  expense  of  Tenant
only  in  accordance  with  plans  and  specifications  which  have
been  previously  submitted  to  and  approved  in  writing  by
Landlord.  After  the  initial  Tenant  improvements  are  made,
no  alterations  or  physical  additions  in  or  to  the  Premises
may  be  made  without  Landlord's  prior  written  consent.
Tenant  shall  not  paint  or  install  lighting  or  decorations,
signs,  window  or  door  lettering,  or  advertising  media  of
any  type  on  or  about  the  Premises  without  the  prior  written
consent  of  Landlord.  All  alterations,  additions,  or
improvements  (whether  temporary  or  permanent  in  character,
and  including  without  limitation  all  air-conditioning
equipment  and  all  other  equipment  that  is  in  any  manner
Connected  to  the  Buildings  plumbing  system)  made  in  or
upon  the  Premises,  either  by  Landlord  or  Tenant,  shall  be
Landlord's  property  at  the  end  of  the  Term  and  shall  remain
on  the  Premises  without  compensation  to  Tenant.  Approval
by  Landlord  of  any  of  Tenant's  drawings  and  plans  and
specifications  prepared  in  connection  with  any  improvements
in  the  Premises  shall  not  constitute  a  representation  or
warranty  of  Landlord  as  to  the  adequacy  or  sufficiency  of
such  drawings,  plans  and  specifications,  or  the
improvements  to  which  they  relate,  for  any  use,  purpose,  or
condition,  but  such  approval  shall  merely  be  the  consent  of
Landlord  as  required  hereunder.  Notwithstanding  anything
in  this  Lease  to  the  contrary,  Tenant  shall  be  responsible
for  the  cost  of  all  work  required  to  comply  with  the
retrofit  requirements  of  the  Americans  with  Disabilities
Act  of  1990,  and  all  rules,  regulations,  and  guidelines
promulgated  thereunder,  as  the  same  may  be  amended  from
time  to  time,  necessitated  by  any  installations,  additions,
or  alterations  made  in  or  to  the  Premises  at  the  request  of
or  by  Tenant  or  by  Tenant's  use  of  th  Premises  (other  than
retrofit  work  whose  cost  has  been  particularly  identified
as  being  payable  by  Landlord  in  an  instrument  signed  by
Landlord  and  Tenant),  regardless  of  whether  such  cost  is
incurred  in  connection  with  retrofit  work  required  in  the
Premises  (including  the  Work  described  in  Exhibit  D)  or  in
other  areas  of  the  Building.

b.  Repairs  Maintenance.  Tenant  shall  maintain
the  Premises  in  a  clean,  safe,  operable,  attractive
condition,  and  shall  not  permit  or  allow  to  remain  any
waste  or  damage  to  any  portion  of  the  Premises.  Tenant
shall  repair  or  replace,  subject  to  Landlords  direction
and  supervision,  any  damage  to  the  Building  caused  by
Tenant  or  Tenant's  agents,  contractors,  or  invitees.  If
Tenant  fails  to  make  such  repairs  or  replacements  within  15
days  after  the  occurrence  of  such  damage,  then  Landlord  may
make  the  same  at  Tenant's  cost.  In  lieu  of  having  Tenant
repair  any  such  damage  outside  of  the  Premises,  landlord
may  repair  such  damage  at  Tenant's  cost.  The  cost  of  any
repair  or  replacement  work  performed  by  Landlord  under  this
Section  8  Shall  be  paid  by  Tenant  to  Landlord  within  ten
days  after  landlord  has  delivered  to  Tenant  an  invoice
therefor.

c. Performance of Work. All work described in
this Section 8 shall be performed only by Landlord or by
contractors and subcontractors approved in writing by
Landlord.  Tenant  shall  cause  all  contractors  and
subcontractors  to  procure  and  maintain  insurance  coverage
against  such  risks,  in  such  amounts,  and  with  such
companies  as  Landlord  may  reasonably  require,  and  to
procure  payment  and  performance  bonds  reasonably
satisfactory  to  Landlord  covering  the  cost  of  the  work.
All  such  work  shall  be  performed  in  accordance  with  all
legal  requirements  and  in  a  good  and  workmanlike  manner  so
as  not  to  damage  the  Premises,  the  primary  structure  or
structural  qualities  of  the  Building,  or  plumbing,
electrical  lines,  or  other  utility  transmission  facility.
All  such  work  which  may  affect  the  HVAC,  electrical  system,
or  plumbing  must  be  approved  by  the  Building's  engineer  of
record.

d.  Mechanic's  Liens.  Tenant  shall  not  permit
any  mechanic's  liens  to  be  filed  against  the  Premises  or
the  Building  for  any  work  performed,  materials  furnished,
or  obligation  incurred  by  or  at  the  request  of  Tenant.  If
such  a  lien  is  filed,  then  Tenant  Shall,  within  ten  days
after  Landlord  has  delivered  notice  of  the  filing  to
Tenant,  either  pay  the  amount  of  the  lien  or  diligently
contest  such  lien  and  deliver  to  Landlord  a  bond  or  other
security  reasonably  satisfactory  to  Landlord.  If  Tenant
fails  to  timely  take  either  such  action,  then  Landlord  may
pay  the  lien  claim  without  inquiry  as  to  the  validity
thereof,  and  any  amounts  so  paid,  including  expenses  and
interest,  shall  be  paid  by  Tenant  to  Landlord  within  ten
days  after  Landlord  has  delivered  to  Tenant  an  invoice
therefor.

USE
9.  Tenant  shall  continuously  occupy  and  use  the  Premises  only  for
the  Permitted  Use  and  shall  comply  with  all  laws,  orders,  rules,
and regulations relating to the use, condition, and occupancy of the Premises.
The  Premises  shall  not  be  used  for  any  use  which  is
disreputable  or  creates  extraordinary  fire  hazards  or
results  in  an  increased  rate  of  insurance  on  the  Building
or  its  contents  or  the  storage  of  any  hazardous  materials
or  substances.  If,  because  of  Tenant's  acts,  the  rate  of
insurance  on  the  Building  or  its  contents  increases,  then
such  acts  shall  be  an  Event  of  Default,  Tenant  shall  pay
to  Landlord  the  amount  of  such  increase  on  demand,  and
acceptance  of  such  payment  shall  not  constitute  a  waiver
of  any  of  Landlord's  other  rights.  Tenant  shall  conduct  its
business  and  control  its  agents,  employees,  and  invitees
in  such  a  manner  as  not  to  create  any  nuisance  or  interfere
with  other  tenants  or  Landlord  in  its  management  of  the
Building.

ASSIGNMENT  AND  SUBLETTING
10.  a.  Transfers:  Consent.  Tenant  shall  not,without  the
prior  written  consent  of  Landlord  (which
Landlord  may  grant  or  deny  in  its  sole  discretion),  (i)
advertise  that  any  portion  of  the  Premises  is  available  for
lease,  (ii)  assign,  transfer,  or  encumber  this  Lease  or  any
estate  or  interest  herein,  whether  directly  or  by  operation
of  law,  (iii)  permit  any  other  entity  to  become  Tenant
hereunder  by  merger,  consolidation,  or  other
reorganization,  (iv)  if  Tenant  is  an  entity  other  than  a
corporation  whose  stock  is  publicly  traded,  permit  the
transfer  of  an  ownership  interest  in  Tenant  so  as  to  result
in  a  change  in  the  current  control  of  Tenant,  (v)  sublet
any  portion  of  the  Premises,  (vi)  grant  any  license,
concession,  or  other  right  of  occupancy  of  any  portion  of
the  Premises,  or  (vii)  permit  the  use  of  the  Premises  by
any  parties  other  than  Tenant  (any  of  the  events  listed  in
clauses  (ii)  through  (vii)  being  a  "Transfer").  If  Tenant
requests  Landlord's  consent  to  a  Transfer,  then  Tenant
shall  provide  Landlord  with  a  written  description  of  all
terms  and  conditions  of  the  proposed  Transfer,  copies  of
the  proposed  documentation,  and  the  following  information
about  the  proposed  transferee:  name  and  address;  reasonably
satisfactory  information  about  its  business  and  business
history;  its  proposed  use  of  the  Premises;  banking,
financial,  and  other  credit  information;  and  general
references  sufficient  to  enable  Landlord  to  determine  the
proposed  transferee's  creditworthiness  and  character.
Tenant  shall  reimburse  Landlord  for  its  attorneys'  fees  and
other  expenses  incurred  in  connection  with  considering  any
request  for  its  consent  to  a  Transfer.  If  Landlord
consents  to  a  proposed  Transfer,  then  the  proposed
transferee  shall  deliver  to  Landlord  a  written  agreement
whereby  it  expressly  assumes  the  Tenant's  obligations
hereunder;  however,  any  transferee  of  less  than  all  of  the
space  in  the  Premises  shall  be  liable  only  for  obligations
under  this  Lease  that  are  properly  allocable  to  the  space
subject  to  the  Transfer,  and  only  to  the  extent  of  the  rent
it  has  agreed  to  pay  Tenant  therefor.  Landlord's  consent
to  a  Transfer  shall  not  release  Tenant  from  performing  its
obligations  under  this  Lease,  but  rather  Tenant  and  its
transferee  shall  be  jointly  and  severally  liable  therefor.
Landlord's  consent  to  any  Transfer  shall  not  waive
Landlord's  rights  as  to  any  subsequent  Transfers.  If  an
Event  of  Default  occurs  while  that  Premises  or  any  part
thereof  are  subject  to  a  Transfer,  then  Landlord,  in
addition  to  its  other  remedies,  may  collect  directly  from
such  transferee  all  rents  becoming  due  to  Tenant  and  apply
such  rents  against  Rent.  Tenant  authorizes  its  transferees
to  make  payments  of  rent  directly  to  Landlord  upon  receipt
of  notice  from  Landlord  to  do  so.

b.  Cancellation.  Landlord  may,  within 30 days after submission of Tenant's
written  request  for Landlord's consent to a Transfer, cancel this Lease (or,
as  to  a  subletting  or assignment, cancel as to the portion of the Premises
proposed to be sublet or assigned) as of the date the proposed Transfer was to
be  effective.    If  Landlord  cancels  this  Lease  as to any portion of the
Premises,  then  this  Lease  shall cease for such portion of the Premises and
Tenant  shall  pay  to Landlord all Rent accrued through the cancellation date
relating  to  the portion of the Premises covered by the proposed Transfer and
all  brokerage commissions paid or payable by Landlord in connection with this
Lease  that  are  allocable  to  such  portion  of  the Premises.  Thereafter,
Landlord  may lease such portion of the Premises to the prospective transferee
(or  to  any  other  person)  without  liability  to  Tenant.

c.    Additional  Compensation. Tenant shall pay to Landlord, immediately upon
receipt  thereof,  all  compensation  received  by  Tenant for a Transfer that
exceeds  the  Basic  Rental  and Tenant's share of Electrical Costs and Excess
allocable  to  the  portion  of  the  Premises  covered  thereby.

INSURANCE;  WAIVERS;  SUBROGATION;  IDEMNITY
11.  a. Insurance. Tenant shall at its expense procure and maintain throughout
the Term the following insurance policies: (i) comprehensive general liability
insurance  in  amounts  of not less than a combined single limit of $5,000,000
(the  "Initial  Liability Insurance Amount") or such other amounts as Landlord
may  from  time  to  time  reasonably  require, insuring Tenant, Landlord, and
Landlord's  agent  against all liability for injury to or death of a person of
persons  or  damage  to  property  arising
from  the  use  and  occupancy  of  the  Premises,  (ii) contractual liability
insurance  coverage  sufficient  to  cover  Tenant's  indemnity  obligations
hereunder,  (iii)  insurance  covering the full value of Tenant's property and
improvements,  and  other  property  (including  property  of  others), in the
Premises,  (iv)  workman's  compensation  insurance,  containing  a  waiver of
subrogation  endorsement  reasonably  acceptable to Landlord, and (v) business
interruption  insurance.  Tenant's insurance shall provide primary coverage to
Landlord  when  any  policy  issued  to Landlord provides duplicate or similar
coverage,  and  in  such  circumstance  Landlords  policy  will be excess over
Tenant's  policy. Tenant shall furnish certificates of such insurance and such
other  evidence  satisfactory  to Landlord of the maintenance of all insurance
coverages  required hereunder, and Tenant shall obtain a written obligation on
the  part of each insurance company to notify Landlord at least 30 days before
cancellation  or  a  material change of any such insurance. All such insurance
policies shall be in form, and issued by companies, reasonably satisfactory to
Landlord.

b.  Waiver  of Negligence Claims: No Subrogation. Landlord shall not be liable
to  Tenant or those claiming by, through, or under Tenant for any injury to or
death  of  any person or persons or the damage to or theft, destruction, loss,
or loss of use of any property or inconvenience (a "loss") caused by casualty,
theft,  fire,  third  parties,  or  any other matter (including Losses arising
through  repair  or alteration of any part of the Building, or failure to make
repairs, or from any other cause), regardless of whether the negligence of any
party  caused  such  Loss in whole or in part. Landlord and Tenant each waives
any  claim  it  might  have  against  the  other  for  any damage to or theft,
destruction,  loss,  or  loss  of  use
of any property, to the extent the same is insured against under any insurance
policy  that  covers  the  Building,  the  Premises,  Landlord's  or  Tenant's
fixtures,  personal  property, leasehold improvements, or business, or, in the
case  of  Tenant's  waiver,  is required to be insured against under the terms
hereof,  regardless  of  whether  the  negligence  or fault of the other party
caused  such  loss; however, Landlords waiver shall not include any deductible
amounts  on insurance policies carried by Landlord or apply to any coinsurance
penalty  which  Landlord  might  sustain. Each party shall cause its insurance
carrier  to  endorse  all  applicable policies waiving the carrier's rights of
recovery  under  subrogation  or  otherwise  against  the  other  party.

c.  Indemnity.  Subject  to  Section ll.b, Tenant shall defend, indemnify, and
hold  harmless  Landlord  and its agents from and against all claims, demands,
liabilities,causes  of  action,  suits,  judgments,  and  expenses  (including
attorneys'  fees)  for any Loss arising from any occurrence on the premises or
from  Tenant's failure to perform its obligations under this Lease (other than
a  Loss  arising from the sole or gross negligence of Landlord or its agents),
even  though  caused  or  alleged  to  be caused by the joint, comparative, or
concurrent  negligence or fault of Landlord or its agents, and even though any
such  claim,cause of action, or suit is based upon or alleged to be based upon
the  strict  liability of Landlord or its agents.  This indemnity provision is
intended  to  indemnify  Landlord
and  its  agents  against  the  consequences  of  their  own
negligence  or  fault  as  provided  above  when  Landlord  or  its
agents  are  jointly,  comparatively,  or  concurrently
negligent  with  Tenant.  This  indemnity  provision  shall
survive  termination  or  expiration  of  this  Lease.

SUBORDINATION  ATTORNMENT;  NOTICE  TO  LANDLORD'S  MORTGAGEE
12.  a.  Subordination.  This  Lease  shall  be
subordinate  to  any  deed  of  trust,  mortgage,  or  other
security  instrument  (a  "Mortgage"),  or  any  ground  lease,
master  lease,  or  primary  lease  (a  "Primary  Lease"),  that
now  or  hereafter  covers  all  or  any  part  of  the  Premises
(the  mortgagee  under  any  Mortgage  or  the  lessor  under  any
Primary  Lease  is  referred  to  herein  as  Landlord's
Mortgagee").

     b. Attornment. Tenant shall attorn to any party succeeding to Landlords
interest  in  the  Premises, whether by purchase, foreclosure, deed in lieu of
foreclosure,  power  of  sale,  termination  of lease, or otherwise, upon such
party's  request, and shall execute such agreements confirming such attornment
as  such  party  may  reasonably  request.

c.  Notice  to  Landlords  Mortqagee.  Tenant  shall not seek to enforce any
remedy  it  may have for any default on the part of the Landlord without first
giving  written notice by certified mail, return receipt requested, specifying
the default in reasonable detail, to any Landlords Mortgagee whose address has
been  given  to  Tenant,  and affording such Landlord's Mortgagee a reasonable
opportunity  to  perform  Landlord's  obligations  hereunder.

RULES  AND  REGULATIONS
13.  Tenant  shall  comply  with  the  rules  and
regulations  of  the  Building  which  are  attached  hereto  as
Exhibit  B.  Landlord  may,  from  time  to  time,  change  such
rules  and  regulations  for  the  safety,  care,  or  cleanliness
of  the  Building  and  related  facilities,  provided  that  such
changes  are  applicable  to  all  tenants  of  the  Building  and
will  not  unreasonably  interfere  with  Tenant'e  use  of  the
Premises.  Tenant  shall  be  responsible  for  the  compliance
with  such  rules  and  regulations  by  its  employees,  agents,
and  invitees.

CONDEMNATION
14.  a.  Taking  -  Landlord's  and  Tenant's  Rights.  If
any  part  of  the  Building  is  taken  by  right  of  eminent
domain  or  conveyed  in  lieu  thereof  (a  "Taking"),  and  such
Taking  prevents  Tenant  from  conducting  its  business  in  the
Premises  in  a  manner  reasonably  comparable  to  that
conducted  immediately  before  such  Taking,  then  Landlord
may,  at  its  expense,  relocate  Tenant  to  office  space
reasonably  comparable  to  the  Premises,  provided  that
Landlord  notifies  Tenant  of  its  intention  to  do  so  within
30  days  after  the  Taking.  Such  relocation  may  be  for  a
portion  of  the  remaining  Term  or  the  entire  Term.  Landlord
shall  complete  any  such  relocation  within  180  days  after
Landlord  has  notified  Tenant  of  its  intention  to  relocate
Tenant.  If  Landlord  does  not  elect  to  relocate  Tenant
following  such  Taking,  then  Tenant  may  terminate  this  Lease
as  of  the  date  of  such  Taking  by  giving  written  notice  to
Landlord  within  60  days  after  the  Taking,  and  Rent  shell  be
apportioned  as  of  the  date  of  such  Taking.  If  Landlord
does  not  relocate  Tenant  and  Tenant  does  not  terminate  this
Lease,  then  Rent  shall  be  abated  on  a  reasonable  basis  as
to  that  portion  of  the  premises  rendered  untenantable  by
the  Taking.

b.  Taking  -  Landlord's  Rights.  If  any  material
portion,  but  less  than  all,  of  the  Building  becomes  subject
to  a  Taking,  or  if  Landlord  is  required  to  pay  any  of  the
proceeds  received  for  a  Taking  to  Landlord's  Mortgagee,
then  this  Lease,  at  the  option  of  Landlord,  exercised  by
written  notice  to  Tenant  within  30  days  after  such  Taking,
shall  terminate  and  Rent  shall  be  apportioned  as  of  the
date  of  such  Taking.  If  Landlord  does  not  so  terminate
this  Lease  and  does  not  elect  to  relocate  Tenant,  then  this
Lease  will  continue,  but  if  any  portion  of  the  Premises  has
been  taken,  Basic  Rental  shall  abate  as  provided  in  the
last  sentence  of  Section  14.a.

c.  Award.  If  any  Taking  occurs,  then  Landlord
shall  receive  the  entire  award  or  other  compensation  for
the  Land,  the  Building,  and  other  improvements  taken,  and
Tenant  may  separately  pursue  a  claim  against  the  condemnor
for  the  value  of  Tanant's  personal  property  which  Tenant
is  entitled  to  remove  under  this  Lease,  moving  costs,  loss  of
business,  and  other  claims  it  may  have.

FIRE  OR  OTHER  CASUALTY
15.  a.  Repair  Estimate.  If  the  Premises  or  the
Building  are  damaged  by  fire  or  other  casualty  (a
"Casualty"),  Landlord  shall,  within  60  days  after  such
Casualty,  deliver  to  Tenant  a  good  faith  estimate  (the
"Damage  Notice")  of  the  time  needed  to  repair  the  damage
caused  by  such  Casualty.

b.  Landlord's  and  Tenants  Rights.  If  a
material  portion  of  the  Premises  or  the  Building  is  damaged
by  Casualty  such  that  Tenant  is  prevented  from  conducting
its  business  in  the  Premises  in  a  manner  reasonably
comparable  to  that  conducted  immediately  before  such
Casualty  and  Landlord  estimates  that  the  damage  caused
thereby  cannot  be  repaired  within  180  days  after  the
commencement  of  repair,  then  Landlord  may,  at  its  expense,
relocate  Tenant  to  office  space  reasonably  comparable  to
the  Premises,  provided  that  Landlord  notifies  Tenant  of
its  intention  to  do  so  in  the  Damage  Notice.  Such  relocation
may  be  for  a  portion  of  the  remaining  Term  or  the  entire
Term.  Landlord  shall  complete  any  such  relocation  within
180  days  after  Landlord  has  delivered  the  Damage  Notice  to
Tenant.  If  Landlord  does  not  elect  to  relocate  Tenant
following  such  Casualty,  then  Tenant  may  terminate  this
Lease  by  delivering  written  notice  to  Landlord  of  its
election  to  terminate  within  30  days  after  the  Damage
Notice  has  been  delivered  to  Tenant.  If  Landlord  does  not
relocate  Tenant  and  Tenant  does  not  terminate  this  Lease,
then  (subject  to  Landlords  rights  under  Section  15.c)
Landlord  shall  repair  the  Building  or  the  Premiere,  as  the
case  may  be,  as  provided  below,  and  Rent  for  the  portion
of  the  Premises  rendered  untenantable  by  the  damage  shall  be
abated  on  a  reasonable  basis  from  the  date  of  damage  until
the  completion  of  the  repair,  unless  Tenant  caused  such
damage,  in  which  case,  Tenant  shall  continue  to  pay  Rent
without  abatement.

c.  Landlord's  Rights.  If  a  Casualty  damages  a
material  portion  of  the  Building,  and  Landlord  makes  a
good  faith  determination  that  restoring  the  Premises  would  be
uneconomical,  or  if  Landlord  is  required  to  pay  any
insurance  proceeds  arising  out  of  the  Casualty  to
Landlord's  Mortgagee,  then  Landlord  may  terminate  this
Lease  by  giving  written  notice  of  its  election  to
terminate  within  30  days  after  the  Damage  Notice  has  been  delivered
to  Tenant,  and  Basic  Rental  hereunder  shall  be  abated  as
of  the  date  of  the  Casualty.

d.  Repair  Obligation.  If  neither  party  elects
to  terminate  this  Lease  following  a  Casualty,  then
Landlord  shall,  within  a  reasonable  time  after  such  Casualty,
commence  to  repair  the  Building  and  the  Premises  and  shall
proceed  with  reasonable  diligence  to  restore  the  Building
and  Premises  to  substantially  the  same  condition  as  they
existed  immediately  before  such  Casualty;  however,
Landlord  shall  not  be  required  to  repair  or  replace  any  part  of the
furniture,  equipment,  fixtures,  and  other  improvements
which  may  have  been  placed  by,  or  at  the  request  of,  Tenant  -
or  other  occupants  in  the  Building  or  the  Premises,  and
Landlord's  obligation  to  repair  or  restore  the  Building  or
Premises  Shall  be  limited  to  the  extent  of  the  insurance
proceeds  actually  received  by  Landlord  for  the  Casualty  in
question.

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

EVENTS  OF  DEFAULT
17.  Such  of  the  following  occurrences  shall
constitute  an  "Event  of  Default":
a.  Tenant's  failure  to  pay  Rent,  or  any  other
sums  due  from  Tenant  to  Landlord  under  the  Lease  (or  any
other  lease  executed  by  Tenant  for  space  in  the  Building),
when  due;
b.  Tenant's  failure  to  perform,  comply  with,  or
observe  any  other  agreement  or  obligation  of  Tenant  under
this  Lease  (or  any  other  lease  executed  by  Tenant  for
space  in  the  Building);
c.  The  filing  of  a  .petition  by  or  against
Tenant  (the  term  "Tenant"  shall  include,  for  the  purpose
of  this  Section  17.c,  any  guarantor  of  the  Tenant's
obligations  hereunder)  (i)  in  any  bankruptcy  or  other
insolvency  proceeding;  (ii)  seeking  any  relief  under  any
state  or  federal  debtor  relief  law;  (iii)  for  the
appointment  of  a  liquidator  or  receiver  for  all  or
substantially  all  of  Tenant's  property  or  for  Tenant's
interest  in  this  Lease;  or  (iv)  for  the  reorganization  or
modification  of  Tenant's  capital  structure;
d.  Tenant  shall  desert  or  vacate  any  portion  of
the  Premises;  and
e.  The  admission  by  Tenant  that  it  cannot  meet
its  obligations  as  they  become  due  or  the  making  by  Tenant
of  an  assignment  for  the  benefit  of  its  creditors.

REMEDIES
18.  Upon  any  Event  of  Default,  Landlord  may,  in
addition  to  all  other  rights  and  remedies  afforded  Landlord
hereunder  or  by  law  or  equity,  take  any  of  the  following
actions:

a.  Terminate  this  Lease  by  giving  Tenant  written
notice  thereof,  in  which  event,  Tenant  shall  pay  to
Landlord  the  sum  of  (i)  all  Rent  accrued  hereunder  through
the  date  of  termination,  (ii)  all  amounts  due  under  Section
l9.a.,  and  (iii)  an  amount  equal  to  (A)  the  total  Rent  that
Tenant  would  have  been  required  to  pay  for  the  remainder  of
the  Term  discounted  to  present  value  at  a  per  annum  rate
equal  to  the  "Prime  Rate"  as  published  on  the  date  this
Lease  is  terminated  by  th  e  Wall  Street  Journal,  Southwest
Edition,  in  its  listing  of  "Money  Rates",  minus  (B)  the
then  present  fair  rental  value  of  the  Premises  for  such
period,  similarly  discounted;  or

b.  Terminate  Tenant's  right  to  possession  of  the
premises  without  terminating  this  Lease  by  giving  written
notice  thereof  to  Tenant,  in  which  event  Tenant  shall  pay
to  Landlord  (i)  all  Rent  and  other  amounts  accrued
hereunder  to  the  date  of  termination  of  possession,  (ii)
all  amounts  due  from  time  to  time  under  Section  l9.a.,  and
(iii)  all  Rent  and  other  sums  required  hereunder  to  be  paid
by  Tenant  during  the  remainder  of  the  Term,  diminished  by
any  net  sums  thereafter  received  by  Landlord  through
reletting  the  Premises  during  such  period.  Landlord  shall
use  reasonable  efforts  to  relet  the  Premises  on  such  terms
and  conditions  as  Landlord  in  its  sole  discretion  may
determine  (including  a  term  different  from  the  Term,  rental
concessions,  and  alterations  to,  and  improvement  of,  the
Premises);  however,  Landlord  shall  not  be  obligated  to
relet  the  Premises  before  leasing  other  portions  of
the  Building.  Landlord  Shall  not  be  liable  for,  nor  shall
Tenant's  obligations  hereunder  be  diminished  because
of,  Landlord's  failure  to  relet  the  Premises  or  to
collect  rent  due  for  such  reletting.  Tenant  shall  not  be  entitled
to  the  excess  of  any  consideration  obtained  by
reletting  over  the  Rent  due  hereunder.  Reentry  by  Landlord  in  the
Premises  shall  not  affect  Tenant'e  obligations
hereunder  for  the  unexpired  Term;  rather,  Landlord  may,  from
time  to  time,  bring  action  against  Tenant  to  collect  amounts
due  by  Tenant,  without  the  necessity  of  Landlords  waiting
until  the  expiration  of  the  Term.  Unless  Landlord  delivers
written  notice  to  Tenant  expressly  Stating  that  it
has  elected  to  terminate  this  Lease,  all  actions  taken  by
Landlord  to  exclude  or  dispossess  Tenant  of  the  Premises
shall  be  deemed  to  be  taken  under  this  Section  18.b.  If
Landlord  elects  to  proceed  under  this  Section  18.b.,  it  may
at  any  time  elect  to  terminate  this  Lease  under  Section
18.a.

Additionally,  without  notice,  Landlord  may  alter  locks  or
other  security  devices  at  the  Premises  to  deprive  Tenant  of
access  thereto,  and  Landlord  shall  not  be  required  to
provide  a  new  key  or  right  of  access  to  Tenant.

PAYMENT  BY  TENANT;NON-WAIVER
19.  a.  Payment  by  Tenant.  Upon  any  Event  of
Default,  Tenant  shall  pay  to  Landlord  all  costs  incurred  by
Landlord  (including  court  costs  and  reasonable  attorneys'
fees  and  expenses)  in  (i)  obtaining  possession  of  the
Premises,  (ii)  removing  and  storing  Tenant's  or  any  other
occupant's  property,  (iii)  repairing,  restoring,  altering,
remodeling,  or  otherwise  putting  the  Premises  into
condition  acceptable  to  a  new  tenant,  (iv)  if  Tenant  is
dispossessed  of  the  Premises  and  this  Lease  is  not
terminated,  reletting  all  or  any  part  of  the  Premises
(including  brokerage  commissions,  cost  of  tenant  finish
work,  and  other  costs  incidental  to  such  reletting),  (v)
performing  Tenant's  obligations  which  Tenant  failed  to
perform,  and  (vi)  enforcing,  or  advising  Landlord  of,  its
rights,  remedies,  and  recourses  arising  out  of  the  Event  of
Default.
b.  No  Waiver.  Landlord's  acceptance  of  Rent
following  an  Event  of  Default  shall  not  waive  The  Landlord's
rights  regarding  such  Event  of  Default.  No  waiver  by
Landlord  of  any  violation  or  breach  of  any  of  the  terms
contained  herein  shall  waive  Landlord's  rights  regarding
any  future  violation  of  such  term  or  violation  of  any  other
term.

LANDLORD'S  LIEN
20.  In  addition  to  the  statutory  landlord's  lien,
Tenant  grants  to  Landlord,  to  secure  performance  of
Tenant's  obligations  hereunder,  a  security  interest  in
all  equipment,  fixtures,  furniture,  improvements,  and  other
personal  property  of  Tenant  now  or  hereafter  situated
on  the  Premises,  and  all  proceeds  therefrom  (the
"Collateral"),  and  the  Collateral  shall  not  be  removed
from  the  Premises  without  the  consent  of  Landlord  until  all
obligations  of  Tenant  have  been  fully  performed.  Upon
the  occurrence  of  an  Event  of  Default,  Landlord  may,  in
addition  to  all  other  remedies,  without  notice  or
demand  except  as  provided  below,  exercise  the  rights  afforded
a  secured  party  under  the  Uniform  Commercial  Code  of  the
State  in  which  the  Building  is  located  (the  UCC").  In
connection  with  any  public  or  private  sale  under  the
UCC,  Landlord  shall  give  Tenant  five-days'  prior  written
notice  of  the  time  and  place  of  any  public  sale  of  the
Collateral  or  of  the  time  after  which  any  private  sale  or  other
intended  disposition  thereof  is  to  be  made,  which  is
agreed  to  be  a  reasonable  notice  of  such  sale  or  other
disposition.  Tenant  grants  to  Landlord  a  power  of
attorney  to  execute  end  file  any  financing  statement  or
other  instrument  necessary  to  perfect  Landlord's  security
interest  under  this  Section  20,  which  power  is  coupled
with  an  interest  and  shall  be  irrevocable  during  the  Term.
Landlord  may  also  file  a  copy  of  this  Lease  as  a
financing  statement  to  perfect  its  security  interest  in  the
Collateral.

SURRENDER  OF  PREMISES
21.  No  act  by  Landlord  shall  be  deemed  an  acceptance
of  a  surrender  of  the  Premises,  and  no  agreement  to  accept
a  surrender  of  the  Premises  shall  be  valid  unless  the  same
is  made  in  writing  and  signed  by  Landlord.  At  the
expiration  or  termination  of  this  Lease,  Tenant  shall
deliver  to  Landlord  the  Premises  with  all  improvements
located  thereon  in  good  repair  and  condition,  reasonable
wear  and  tear  (and  condemnation  and  fire  or  other  casualty
damage  not  caused  by  Tenant,  as  to  which  Sections  14  and  15
shall  control)  excepted,  and  shall  deliver  to  Landlord  all
keys  to  the  Premises.  Provided  that  Tenant  has  performed
all  of  its  obligations  hereunder,  Tenant  may  remove  all
unattached  trade  fixtures,  furniture,  and  personal  property
placed  in  the  Premises  by  Tenant  (but  Tenant  shall  not
remove  any  such  item  which  was  paid  for,  in  whole  or  in
part,  by  Landlord).  Additionally,  Tenant  shall  remove  such
alterations,  additions,  improvements,  trade  fixtures,
equipment,  wiring  and  furniture  as  Landlord  may  request.
Tenant  shall  repair  all  damage  caused  by  such  removal.  All
items  not  so  removed  shall  be  deemed  to  have  been  abandoned
by  Tenant  and  may  be  appropriated,  sold,  stored,  destroyed,
or  otherwise  disposed  of  by  Landlord  without  notice  to
Tenant  and  without  any  obligation  to  account  for  such
items.  The  provisions  of  this  Section  21  shall  survive  the
end  of  the  Term.

HOLDING  OVER
22.  If  Tenant  fails  to  vacate  the  Premises  at  the  end
of  the  Term,  then  Tenant  shall  be  a  tenant  at  will  and,  in
addition  to  all  other  damages  and  remedies  to  which
Landlord  may  be  entitled  for  such  holding  over,  Tenant
shall  pay,  in  addition  to  the  other  Rent,  a  daily  Basic
Rental  equal  to  the  greater  of  (a)  150%  of  the  daily  Basic
Rental  payable  during  the  last  month  of  the  Term,  or  (b)
the  prevailing  rental  rate  in  the  Building  for  similar
space.

CERTAIN  RIGHTS  RESERVED  BY  LANDLORD
23.  Provided  that  the  exercise  of  such  rights  does
not  unreasonably  interfere  with  Tenant's  occupancy  of  the
Premises,  Landlord  shall  have  the  following  rights:
a.  To  decorate  and  to  make  inspections,  repairs,
alterations,  additions,  changes,  or  improvements,  whether
structural  or  otherwise,  in  and  about  the  Building,  or  any
part  thereof;  for  such  purposes,  to  enter  upon  the  Premises
and,  during  the  continuance  of  any  such  work,  to
temporarily  close  doors,  entryways,  public  space,  and
corridors  in  the  Building;  to  interrupt  or  temporarily
suspend  Building  services  and  facilities;  and  to  change  the
arrangement  and  location  of  entrances  or  passageways,
doors,  and  doorways,  corridors,  elevators,  stairs,
restrooms,  or  other  public  parts  of  the  Building;
b.  To  take  such  reasonable  measures  as  landlord
deems  advisable  for  the  security  of  the  Building  and  its
occupants,  including  without  limitation  searching  all
persons  entering  or  leaving  the  Building;  evacuating  the
     Building  for  cause,  suspected  cause,  or  for  drill  purposes;
temporarily  denying  access  to  the  Building;  and  closing  the
Building  after  normal  business  hours  and  on  Saturdays,
     Sundays,  and  holidays,  subject,  however,  to  Tenant's
right  to  enter  when  the  Building  is  closed  after  normal
business  hours  under  such  reasonable  regulations  as  Landlord
may  prescribe  from  time  to  time  which  may  include  by  way
of  example,  but  not  of  limitation,  that  persons  entering
or  leaving  the  Building,  whether  or  not  during  normal
business  hours,  identify  themselves  to  a  security  officer  by
registration  or  otherwise  and  that  such  persons
establish  their  right  to  enter  or  leave  the  Building;
c.  To  change  the  name  by  which  the  Building  is
designated;  and
d.  To  enter  the  Premises  at  all  reasonable  hours
to  show  the  Premises  to  prospective  purchasers,  lenders,  or  tenants.

SUBSTITUTION  SPACE
24.  a.  From  time  to  time  during  the  Term,
Landlord  may  substitute  for  the  Premises  other  space  that  has
an  area  at  least  equal  to  that  of  the  Premises  and  is
located in the Building or  in  any  other  comparable  building
managed  by  Landlord  or  an  affiliate  of  landlord  (the
"Substitution  Space").
b.  If  Landlord  exercises  such  right  by  giving
Tenant  notice  thereof  ("Substitution  Notice")  at  least
60  days  before  the  effective  date  of  such  substitution,
then  (i)  the  description  of  the  Premises  shall  be  replaced
by  the  description  of  the  Substitution  Space;  and  (ii)  all
of  the  terms  and  conditions  of  this  Lease  shall  apply  to
the  Substitution  Space  except  that  (A)  if  the  then
unexpired  balance  of  the  Term  shall  be  less  than  one  year,  then
the  Term  shall  be  extended  so  that  the  Term  shall  be  one
year  from  the  Substitution  affective  Date  (defined  below),
and
(B)  if  the  Substitution  Space  contains  more  square
footage  than  the  Premises,  then  the  Basic  Rental  then  in
effect  shall  be  increased  proportionately  (provided  that
such  increase  shall  not  exceed  105%  of  the  Basic  Rental  due
for  the  Premises)  and  shall  be  subject  to  adjustment  as
herein  provided.  The  effective  date  of  such  substitution
(the  "Substitution  Effective  Date")  shall  be  the  date
specified  in  the  Substitution  Notice  or,  if  Landlord  is  required
to  perform  tenant  finish  work  to  the  Substitution  Space
under  Section  24.c,  then  the  date  on  which  Landlord
substantially  completes  such  tenant  finish  work.  If  Landlord  is
delayed  in  performing  the  tenant  finish  work  by  Tenant's
actions(either  by  Tenant's  change  in  the  plans  and
specifications  for  such  work  or  otherwise),  then  the  Substitution
Affective  Date  shall  not  be  extended  and  Tenant  shall
pay  Rent  for  the  Substitution  Space  beginning  on  the  date
specified  in  the  Substitution  Notice.
c.  Tenant  may  either  accept  possession  of  the
Substitution  Space  in  its  "as  is"  condition  as  of  the
Substitution  Effective  Date  or  require  Landlord  to
alter  the  Substitution  Space  in  the  same  manner  as  the
Premises  were  altered  or  were  to  be  altered.  Tenant  shall
deliver  to  Landlord  written  notice  of  its  election  within  ten
days  after  the  Substitution  Notice  has  been  delivered  to
Tenant.  If  Tenant  fails  to  timely  deliver  notice  of
its  election  or  if  an  Event  of  Default  then  exists,
then  Tenant  shall  be  deemed  to  have  elected  to  accept  possession
of  the  Substitution  space  in  its  "as  is"  condition.  If
Tenant  timely  elects  to  require  Landlord  to  alter  the
Substitution  Space,  then  (i)  notwithstanding  Section  24.b,  if  the
then  unexpired  balance  of  the  Term  is  less  than  three
years,  then  the  Term  shall  be  extended  so  that  it  continues
for  three  years  from  the  Substitution  Effective  Date,
and  (ii)Tenant  shall  continue  to  occupy  the  Premises  (upon
all  of  the  terms  of  this  Lease)  until  the  Substitution
Effective  Date.
d.  Tenant  shall  move  from  the  Premises  into  the
Substitution  Space  and  shall  surrender  possession  of
the  Premises  as  provided  in  Section  21  by  the
Substitution  Effective  Date.  If  Tenant  occupies  the  Premises
after  the  Substitution  Effective  Date,  then  Tenant's  occupancy
of  the  Premises  shall  be  a  tenancy  at  will  (and,  without  limiting
all  other  rights  and  remedies  available  to  Landlord,
including  instituting  a  forcible  detainer  suit),  Tenant
shall  pay  Basic  Rental  for  the  Premises  as  provided  in
Section  22  and  all  other  Rent  due  therefor  until  such
occupancy  ends;  such  amounts  shall  be  in  addition  to  the
Rent  due  for  the  Substitution  Space.
e.  If  Landlord  exercises  its  substitution  right,
then  Landlord  shall  reimburse  Tenant  for  Tenant's
reasonable  out-of-pocket  expenses  for  moving  Tenant's
furniture,  equipment,  supplies  and  telephone  equipment  from
the  Premises  to  the  Substitution  Space  and  for  reprinting
Tenants  stationery  of  the  same  quality  and  quantity  of
Tenant's  stationery  supply  on  hand  immediately  prior  to
Landlord's  notice  to  Tenant  of  the  exercise  of  this
relocation  right.  If  the  Substitution  Space  contains  more
square  footage  than  the  Premises,  and  if  the  Premises  were
carpeted,  Landlord  shall  supply  and  install  an  equal  amount
of  carpeting  of  the  same  or  equivalent  quality  and  color.

MISCELLANEOUS

25.  a.  Landlord  Transfer.  Landlord  may  transfer,  in
whole  or  in  part,  the  Building  and  any  of  its  rights  under
this  Lease.  If  Landlord  assigns  its  rights  under  this
Lease,  then  Landlord  shall  thereby  be  released  from  any
further  obligations  hereunder.

b.  Landlord's  Liability.  The  liability  of
Landlord  to  Tenant  for  any  default  by  landlord  under  the
terms  of  this  Lease  shall  be  limited  to  Tenant's  actual
direct,  but  not  consequential,  damages  therefor  and  shall
be  recoverable  from  the  interest  of  Landlord  in  the
Building  and  the  Land,  and  Landlord  shall  not  be  personally
liable  for  any  deficiency.  This  section  shall  not  be
deemed  to  limit  or  deny  any  remedies  which  Tenant  may  have
in  the  event  of  default  by  Landlord  hereunder  which  do  not
involve  the  personal  liability  of  Landlord.

c.  Force  Majeure.  Other  than  for  Tenant's
monetary  obligations  under  this  Lease  and  obligations  which
can  be  cured  by  the  payment  of  money  (e.g.,  maintaining
insurance),  whenever  a  period  of  time  is  herein  prescribed
for  action  to  be  taken  by  either  party  hereto,  such  party
shall  not  be  liable  or  responsible  for,  and  there  shall  be
excluded  from  the  computation  for  any  such  period  of  time,
any  delays  due  to  strikes,  riots,  acts  of  God,  shortages  of
labor  or  materials,  war,  governmental  laws,  regulations,  or
restrictions,  or  any  other  causes  of  any  kind  whatsoever
which  are  beyond  the  control  of  such  party.

d.  Brokerage.  Landlord  and  Tenant  each  warrant
to  the  other  that  it  has  not  dealt  with  any  broker
or  agent,  other  than  Trammell  Crow  Dallas/Fort  Worth,  Inc.,  in
connection  with  the  negotiation  or  execution  of  this
Lease.  Tenant  and  Landlord  shall  each  indemnify  the
other  against  all  costs,  expenses,  attorneys'  fees,  and
other  liability  for  commissions  or  other  compensation
claimed  by  any  broker  or  agent  claiming  the  same  by,  through,
or  under  the  indemnifying  party.

e.  Estoppel  Certificates. From time to time, Tenant shall furnish to
any  party  designated  by Landlord, within ten days after Landlord has made a
request  therefor,  a  certificate  signed by Tenant confirming and containing
such  factual  certifications and representations as to this Lease as Landlord
may  reasonably  request.

f  Notices All notices and other communications given pursuant to this Lease
shall  be  in  writing  and  shall  be  (i)  mailed  by  first  class,  United
States  Mail,  postage  prepaid,  certified,  with  return
receipt  requested,  and  addressed  to  the  parties  hereto  at
the  address  specified  in  the  Basic  Lease  Information,  (ii)
hand  delivered  to  the  intended  address,  or  (iii)  sent  by
prepaid  telegram,  cable,  facsimile  transmission,  or  telex
followed  by  a  confirmatory  letter.  Notice  sent  by
certified  mail,  postage  prepaid,  shall  be  effective  three
business  days  after  being  deposited  in  the  United  States
Mail;  all  other  notices  shall  be  effective  upon  delivery  to
the  address  of  the  addressee.  The  parties  hereto  may
change  their  addresses  by  giving  notice  thereof  to  the
other  in  conformity  with  this  provision.

g  Separability.  If  any  clause  or  provision  of
this  Lease  is  illegal,  invalid,  or  unenforceable  under
present  or  future  laws,  then  the  remainder  of  this  Lease
shall  not  be  affected  thereby  and  in  lieu  of  such  clause  or
provision,  there  shall  be  added  as  a  part  of  this  Lease  a
clause  or  provision  as  similar  in  terms  to  such  illegal,
invalid,  or  unenforceable  clause  or  provision  as  may  be
possible  and  be  legal,  valid,  and  enforceable.

h  Amendments;  and  Binding  Effect.  This  Lease
may  not  be  amended  except  by  instrument  in  writing  signed
by  Landlord  and  Tenant.  No  provision  of  this  Lease  shall
be  deemed  to  have  been  waived  by  Landlord  unless  such
waiver  is  in  writing  signed  by  Landlord,  and  no  custom  or
practice  which  may  evolve  between  the  parties  in  the
administration  of  the  terms  hereof  shall  waive  or  diminish
the  right  of  Landlord  to  insist  upon  the  performance  by
Tenant  in  strict  accordance  with  the  terms  hereof.  The
terms  and  conditions  contained  in  this  Lease  shall  inure  to
the  benefit  of  and  be  binding  upon  the  parties  hereto,  and
upon  their  respective  successors  in  interest  and  legal
representatives,  except  as  otherwise  herein  expressly
provided.  This  Lease  is  for  the  sole  benefit  of  Landlord
and  Tenant,  and,  other  than  Landlord's  Mortgagee,  no  third
party  shall  be  deemed  a  third  party  beneficiary  hereof.

i  Quiet  Enjoyment.  Provided  Tenant  has
performed  all  of  the  terms  and  conditions  of  this  Lease  to
be  performed  by  Tenant,  Tenant  shall  peaceably  and  quietly
hold  and  enjoy  the  Premises  for  the  Term,  without  hindrance
from  Landlord  or  any  party  claiming  by,  through,  or  under
Landlord,  subject  to  the  terms  and  conditions  of  this  Lease.

j  Joint  and  Several  Liability.  If  there  is
more  than  one  Tenant,  then  the  obligations  hereunder
imposed  upon  Tenant  shall  be  joint  and  several.  If  there
is  a  guarantor  of  Tenant's  obligations  hereunder,  then  the
obligations  hereunder  imposed  upon  Tenant  shall  be  the
joint  and  several  obligations  of  Tenant  and  such  guarantor,
and  Landlord  need  not  first  proceed  against  Tenant  before
proceeding  against  such  guarantor  nor  shall  any  such          -
guarantor  be  released  from  its  guaranty  for  any  reason
whatsoever.

k  Captions.  The  captions  contained  in  this
Lease  are  for  convenience  of  reference  only,  and  do
not  limit  or  enlarge  the  terms  and  conditions  of  this
Lease.

1  No  Merger.  There  shall  be  no  merger  of  the
leasehold  estate  hereby  created  with  the  fee  estate
in  the  Premises  or  any  part  thereof  if  the  same  person
acquires  or  holds,  directly  or  indirectly,  this  Lease  or  any
interest  in  this  Lease  and  the  fee  estate  in  the  leasehold
Premises  or  any  interest  in  such  fee  estate.

m  No  Offer.  The  submission  of  this  Lease  to
Tenant  shall  not  be  construed  as  an  offer,  nor  shall  Tenant
have  any  rights  under  this  Lease  unless  Landlord  executes  a
copy  of  this  Lease  and  delivers  it  to  Tenant.

n  Tax  Protest.  Tenant  has  no  right  to  protest
the  real  estate  tax  rate  assessed  against  the  Project
and/or  the  appraised  value  of  the  Project  determined  by  any
appraisal  review  board  or  other  taxing  entity  with
authority  to  determine  tax  rates  and/or  appraised  values
(each  a  "Taxing  Authority").  Tenant  hereby  knowingly,
voluntarily  and  intentionally  waives  and  releases  any
right,  whether  created  by  law  or  otherwise,  to  (a)  file  or
otherwise  protest  before  any  Taxing  Authority  any  such  rate
or  value  determination  even  though  Landlord  may  elect  not
to  file  any  such  protest;  (b)  receive  ,  or  otherwise
require  Landlord  to  deliver,  a  copy  of  any  reappraisal  notice
received  by  Landlord  from  any  Taxing  Authority;  and
(c)  appeal  any  order  of  a  Taxing  Authority  which  determines
any  such  protest.  The  foregoing  waiver  and  release  covers
and  includes  any  and  all  rights,  remedies  and  recourse  of
Tenant,  now  or  at  any  time  hereafter,  under  Section  41.413
and  Section  42.015  of  the  Texas  Tax  Code  (as  currently
enacted  or  hereafter  modified)  together  with  any  other  or
[  further  laws,  rules  or  regulations  covering  the  subject
matter  thereof.  Tenant  acknowledges  and  agrees  that  the
foregoing  waiver  and  release  was  bargained  for  by  Landlord
and  Landlord  would  not  have  agreed  to  enter  into  this  Lease
in  the  absence  of  this  waiver  and  release.  If,
notwithstanding  any  such  waiver  and  release,  Tenant  files
or  otherwise  appeals  any  such  protest,  then  Tenant  will  be
in  default  under  this  Lease  and,  in  addition  to  Landlords
other  rights  and  remedies,  Tenant  must  pay  or  otherwise
reimburse  Landlord  for  all  costs,  charges  and  expenses
incurred  by,  or  otherwise  asserted  against,  Landlord  as  a
result  of  any  tax  protest  or  appeal  by  Tenant,  including,
appraisal  costs,  tax  consultant  charges  and  attorneys'
fees  (collectively,  the  "Tax  Protest  Costs").  If,  as  a
result  of  Tenant's  tax  protest  or  appeal,  the  appraised
value  for  the  Project  is  increased  above  that  previously
determined  by  the  Taxing  Authority  (such  increase,  the
"Value  Increase")  for  the  year  covered  by  such  tax  protest
or  appeal  (such  year,  the  "Protest  Year"),  then  Tenant  must
pay  Landlord,  in  addition  to  all  Tax  Protest  Costs,  an
amount  (the  "Additional  Taxes")  equal  to  the  sum  of  the
following  (i)  the  product  of  the  Value  Increase
multiplied  by  the  tax  rate  in  effect  for  the  Protest  Year;
plus  (ii)  the  amount  of  additional  taxes  payable  during  the
five  (5)  year  period  following  the  Protest  Year,  such
amount  to  be  calculated  based  upon  the  Value  Increase
multiplied  by  the  tax  rate  estimated  to  be  in  effect  for
each  year  during  such  five  (5)  year  period.  Tenant  must
pay  all  Additional  Taxes  -  even  those  in  excess  of  Tenant's
proportionate  share  and  which  may  relate  to  years  beyond
the  term  of  this  Lease.    The  Additional  Taxes  will  be
conclusively  determined  by  a  tax  consultant  selected  by
Landlord,  without  regard  to  whether  and  to  what  extent
Landlord  may  be  able  in  years  following  the  Protest  Year  to
reduce  or  otherwise  eliminate  any  Value  Increase.    All  Tax
Protest  Costs  and  Additional  Taxes  must  be  paid  by  Tenant
within  five  (5)  days  following  written  demand  by  Landlord.

o  Exhibits.  All  exhibits  and  attachments
attached  hereto  are  incorporated  herein  by  this  reference

Exhibit  A  -  Outline  of  Premises
Exhibit  B  -  Building  Rules  and  Regulations
Exhibit  C  -  Operating  Expense  Escalator
Exhibit  D  -  Legal  Description
Exhibit  E  -  Tenant  Finish-Work:  As  -  Is
Exhibit  F  -  Parking

p.  Entire  Agreement.  This  Lease constitutes the entire agreement between
Landlord  and  Tenant  regarding  the subject matter hereof and supersedes all
oral  statements  and  prior  writings relating thereto.  Except for those set
forth  in  this Lease, no representations, warranties, or agreements have been
made  by  Landlord  or  Tenant  to the other with respect to this Lease or the
obligations  of  Landlord  or  Tenant  in  connection  therewith.

LANDLORD  AND TENANT EXPRESSLY DISCLAIM ANY IMPLIED WARRANTY THAT THE PREMISES
ARE SUITABLE FOR TBNANT'S INTENDED COMMERCIAL PURPOSE, AND TENANT'S OBLIGATION
TO  PAY  RENT HEREUNDER IS NOT DEPENDENT UPON THE CONDITION OF THE PREMISES OR
THE  PERFORMANCE  BY  LANDLORD  OF  ITS  OBLIGATIONS HEREUNDER, AND, EXCEPT AS
OTHERWISE  EXPRESSLY  PROVIDED  HEREIN, TENANT SHALL CONTINUE TO PAY THE RENT,
WITHOUT  ABATEMENT,  SETOFF, DEDUCTION, NOTWITHSTANDING ANY BREACH BY LANDLORD
OF  ITS  DUTIBS  OR  OBLIGATIONS  HEREUNDER,  WHETHER  EXPRESS  OR  IMPLIED.

DATED  as  of  the  date  first  above  written.

LANDLORD:                              TENANT:
EQUITABLE-CROW  TOWER  2001,  LTD.,    JAYHAWK  ACCEPTANCE  CORPORATION,
a  Texas  limited  partnership         a  Texas  corporation
By:  EQ/GP  Southwest,  Ltd.,          By:  /s/  Cameron  F.  Chandler
a  Texas  limited  partnership         Name:  Cameron  F.  Chandler
                                       Title:  Director  HR  &  Admin
By:  GP/EQ  Southwest,  Inc.,
a  Texas  corporation
its  sole  general  partner
By:  /s/  Jon  L.  Dooley
Name:  Jon  L.  Dooley
Title:  Investment  Officer