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                                                                 EXHIBIT 10.3.12


                    This Lease Agreement is entered into by

                                1.  Landlord:

 DataVest Management, L.L.C. as Agent for Westwood Crown Partners, Ltd. and its
            General Partner, Texporters, 1,T, Inc., ("Landlord')

                                 2.  Tenant:

           Emergency Occupational Physicians Services, Inc. d.b.a.
                        The Company Doctor ("Tenant")

                            3.  Leased Premises:

In consideration of the rents, terms, and covenants of this Lease Agreement
(the "Lease") Landlord hereby leases to Tenant certain premises (the "Leased
Premises") containing approximately 2,890 Square feet within the building or
project known as Westwood Business Park, Phase II located in Suite 11 14 at
1850 Crown Drive in Farmers Branch, Texas in Dallas County, Texas.  Such land
which is described in the attached Exhibit A together with the building(s),
landscaping, parking and driveway areas, sidewalks and other improvements
thereon shall be referred to in this Lease as the "Project".  In the case of a
multi-building(s) Project, the word "Building " shall refer to the particular
building in which the Leased Premises are located and the tract of land upon
which such building is located.  In the case of a single building Project the
term "Building" as used herein shall be synonymous with the term "Project".  If
the Leased Premises encompass an entire building, then the term "Leased
Premises" shall be synonymous with "Building".  A fuller description of the
Leased Premises, including a floor plan thereof, is contained in Exhibit B to
be attached.

                                4.  Lease Term:

(a)      The term of this Lease shall be Thirty-Six (36) months commencing on
November 1, 1996 (the "Commencement Date") and terminating on the last day of
October 31, 1999 (b) (the "Termination Date").  The Commencement Date may be
subject to change, however, pursuant to Subparagraphs (b) and (c) below.
However, any such change in the Commencement Date shall have no effect upon the
Termination Date.

(b)      Tenant acknowledges that it has inspected and accepts the Leased
Premises in their present condition as suitable for Tenant's purposes.  If this
Lease is executed before the Leased Premises become vacant or otherwise
available for occupancy, or if any present tenant or occupant of the Leased
Premises holds over and Landlord cannot acquire possession of the Leased
Premises prior to the Commencement Date stated above, Tenant agrees to accept
possession of the Leased Premises at such time as Landlord is able to tender
the same, which date shall then be the Commencement Date of the Lease term.

(c)      Landlord agrees to install at its cost and expense the improvements if
any, described in the plans and specifications described in Exhibit B. If such
improvements are not completed and the Leased Premises are not ready for
occupancy on the Commencement Date stated above, other than as a result of the
omission, delay or default by Tenant or anyone acting under or on behalf of
Tenant, the rent under this lease shall not commence until substantial
completion of the work described in said plans and specifications and the
Commencement Date of the Lease term shall be the date of such substantial
completion.  Landlord shall notify Tenant in writing as soon as such
improvements are substantially completed and ready for occupancy.  If such
improvements have not in fact been substantially completed as aforesaid, Tenant
shall notify Landlord in writing of its objections within five (5) days after
receipt of
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completion notice from Landlord.  Landlord shall have a reasonable time after
receipt of such notice to take such corrective action as may be necessary and
shall notify Tenant in writing as soon as it deems such corrective action has
been completed so that the Leased Premises are completed and ready for
occupancy.  In the event of any dispute as to substantial completion or work
performed or required to be performed by Landlord a certificate of a registered
architect selected by Landlord reasonably acceptable to Tenant shall be
conclusive and binding on all parties.

(d)      Tenant acknowledges that no representation or promises regarding
repairs, alterations, remodeling or improvements to the Leased Premises have
been made by Landlord, its agents, employees, or the representatives, unless
such are expressly set forth in this Lease, and that Tenant is solely
responsible for applying for and obtaining a certificate of occupancy for the
Leased Premises.  Tenant agrees that if its occupancy of the Leased Premises is
delayed under the circumstances described in Subparagraph (b) or (c) above,
this Lease shall nonetheless continue in full force and effect.  However, any
rental amounts applicable to such period of delay shall be abated and such
abatement shall constitute full settlement of all claims by Tenant against
Landlord by reason of any such delay in possession of the Leased Premises.
Tenant's taking possession of the Leased Premises shall conclusively establish
that the improvements, if any, to be made by Landlord under the terms of this
Lease, have been completed in accordance with the plans and specifications
therefor and that the Leased Premises are in good and satisfactory condition as
of the date of Tenant's possession, unless Tenant notifies Landlord in writing
specifying any defects within ten (10) days after taking possession.  Landlord
shall use reasonable diligence to repair promptly such items but Tenant shall
have no claim for damages or rebate or abatement of rent by reason thereof.
After the Commencement Date and upon completion of any necessary repairs as
provided above, Tenant shall, upon demand, execute and deliver to Landlord a
letter of acceptance of the Leased Premises and acknowledgment of the date of
the Commencement Date.

                      5.  Base Rent and Security Deposit:

Tenant agrees to pay to Landlord the aggregate sum of Seventy-Three Thousand
Six Hundred and Ninety-Five Dollars and No Cents ($73,695.00) [gross Amount Due
over Lease term] which represents the total rental due over the lease term
referenced in Paragraph Four of this agreement subject to adjustment or early
of delayed occupancy under the terms hereof.  Such rent shall be payable in
monthly amounts of Two Thousand and Forty Seven Dollars and Eight Cents
($2,047.08) per month for Months 1-36, per month, in advance, without demand
deduction or offset (sometimes referred to in this Lease as the "Base Rent" or
"Base Rental").  Such rental amounts shall be due and payable to Landlord in
lawful money of the United States of America at the address shown below.  An
amount equal to one monthly Base Rental payment which shall be due and payable
on the date Tenant executes this lease and such amount shall be applied to the
rent due for the first complete calendar month occurring after the Commencement
Date, provided that if the Commencement Date should be a date other than the
first day of a calendar month the rent for such partial month shall be
prorated.  All succeeding installments of rent shall be due and payable on or
before the first day of each succeeding calendar month during the Lease term.
The amount of the Rent shall be adjusted as provided in Paragraph 6 below.

(b)      On the date Tenant executes this Lease there shall be due and payable
a security deposit in an amount equal to the last monthly Base Rental
installment by Tenant.  Such security deposit shall be held by Landlord
(without any obligation to pay interest thereon or segregate such moneys from
Landlord's general funds) as security for the performance of Tenant's
obligations under this Lease.  Tenant agrees to increase such security deposit
from time to time so that it is at all times equal to one monthly Base Rental
installment as adjusted pursuant to Paragraph 6 (a) below, Tenant shall deposit
cash with Landlord





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in an amount sufficient so as to increase the security deposit within five (5)
days after written demand by Landlord.  The security deposit is not an advance
payment of rental or a measure of Landlord's damages in the event of Tenant's
default under this lease.  Upon the occurrence of any event of default by
Tenant or breach by Tenant of its covenants under this Lease, Landlord may,
from time to time, without prejudice to any other remedy provided herein or
provided by law, use, apply, or retain all or part of the security deposit for
the payment of any rent or other sum in default, or for the payment of any
other amount which Landlord may spend or become obligated to spend by reason of
Tenant's default, or for payment of any other amount which Landlord may spend
or become obligated to spend by reason of Tenant default or breach, or to
compensate Landlord for any damage, injury, expense, or liability caused to
Landlord by such default or breach.  If any portion of the security deposit is
so used or applied, Tenant shall, within ten (10) days after written demand
therefore, deposit cash with Landlord in an amount sufficient to restore the
security deposit to the amount required by this Paragraph.  Tenant's failure to
so shall be a default under this Lease.  The balance of the security deposit
shall be returned by Landlord to Tenant at such time after termination of this
Lease that all of Tenant's obligations have been fulfilled.

(c)      Other remedies for nonpayment of rent notwithstanding, if the monthly
Base Rental payment is not received by Landlord on or before the tenth (5th)
day of the month for which such rent is due, or if any other payment due
Landlord by Tenant hereunder (such sums being deemed to be additional Rent) is
not received by Landlord on or before the tenth (5th) day of the month next
following the month in which Tenant was invoiced, a service charge of five
percent (5%) of such past due amount shall be additionally due and payable by
Tenant.  Such service charge shall be cumulative of any other remedies Landlord
may have for non-payment of Rent and other sums payable under this Lease.

(d)      If three (3) consecutive monthly Rental payments or any five (5)
monthly Rental Payments during the Lease term (or any renewal or extension
thereof) are not received by Landlord on or before the tenth (5th) day of the
month for which such Rent was due, the Base Rent hereunder shall automatically
become due and payable by Tenant in advance in quarterly installments equal to
three (3) months' Base Rent each.  The first of such quarterly Base Rent
payment shall be due and payable on the first day of the next succeeding
calendar month and on the first day of every third (3rd) calendar month
thereafter.  This remedy shall be cumulative of any other remedies of Landlord
under this Lease for nonpayment of rent.

                              6.  Additional Rent:

                             (a)  Taxes & Insurance

(1)      In the event the "Tax and Insurance Expenses" (as defined below) of
the Building shall in any calendar year during the ten-n of this Lease exceed
the actual 1996 cost of these two items, then with respect to such excess (the
"Tax and Insurance Differential"), Tenant agrees to pay as additional rental
Tenant's prorata share of the "Tax and Insurance Differential" within ten (10)
days following receipt of an invoice from Landlord stating the amount due.  The
prorata share to be paid by Tenant is approximately Two and Sixty Hundredths
percent (2.60%) and this is computed by dividing square footage referenced in
paragraph three of this lease agreement by the approximate total project square
footage of 111,113 subject, however, to adjustment for any expansion of the
Leased Premises.  In the case of a multibuilding Project, if such Tax and
Insurance Expenses are not separately assessed to the Building but are assessed
against the Project as a whole, Landlord shall determine the portion of such
Tax and Insurance Expenses allocable to the Building in which the Leased
Premises are located.





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(2)      At or prior to the commencement of this Lease and at any time during
the Lease term, Landlord may deliver to Tenant a written estimate of any
additional rent applicable to the Leased Premises (based on the prorata share
stated above) which may be anticipated for excess Taxes and Insurance Expenses
during the calendar year in which this Lease commences or for any succeeding
calendar year, as the case may be.  Based upon such written estimate, the
monthly Base Rental shall be increased by one-twelfth (1/12) of the estimated
additional rent.

(3)      Statements showing the actual Tax and Insurance Expenses (as well as
the actual Common Area Maintenance as defined in Paragraph 6 (b) below) and
Tenant's proportionate share thereof (hereinafter referred to as the "Statement
of Actual Adjustment") shall be delivered by Landlord to Tenant after any
calendar year in which additional rental was due by Tenant.  Within ten (10)
days after the delivery by Landlord to Tenant of such Statement of Actual
Adjustment, Tenant shall pay Landlord the amount of any additional rental shown
on such statement as being due and unpaid.  If such Actual Adjustment shows the
Tenant has paid more than the amount of additional rental actually due from
Tenant for the preceding calendar year and if Tenant is not then in default
under this Lease, Landlord shall credit the amount of such excess to the next
base Rental installment due from Tenant.

(4)      "Tax and Insurance Expenses" shall mean: (i) all ad valorem, rental,
sales, use, and other taxes (other than Landlord's income taxes), special
assessments, and other governmental charges, and all assessments due to deed
restrictions and/or owner's associations which accrue against the building
during the term of this Lease; and (ii) all insurance premiums paid by Landlord
with respect to the Building including, without limitation, public liability,
casualty, rental, and property damage insurance.  CAM expenditures shall not
exceed a 10% per annum increase.

                         (b)  Common Areas Maintenance:

(1)      In addition to the rental payable under Paragraphs 5 and 6 (a) above,
Tenant agrees to pay as additional monthly rental its prorata share (as stated
in Paragraph 6 (a) (1) above) of the "Tax and Insurance Differential" and the
"Common Area Maintenance Expenses" (hereinafter defined) which exceed a base
expense stop which is hereby defined as the greater of $2.25 per square foot or
1996 actual operational expenses.  In no event shall such charges set forth in
Paragraph 6 (a) and (b) herein exceed any excluded limitations as may be more
specifically outlined in section 6 (b) Item 3 (e) of this lease agreement.  At
or prior to the commencement of the Lease, and at any time during the Lease
term, Landlord may deliver to Tenant a written estimate of any additional rent
applicable to the Leased Premises which may be anticipated for such Common Area
Maintenance Expenses during the calendar year in which this Lease commences or
for any succeeding calendar year, as the case may be.  Based upon such written
estimate, the monthly Base Rental shall be increased by one-twelfth (I/ 1 2) of
said estimated additional rent.  The statement of Actual Adjustment shall then
include the actual Common Area Maintenance Expenses for the preceding period,
and adjustments effected, as provided in Paragraph 6 (a) (3) above.  In the
case of a multi-building Project if such Common Area Maintenance Expenses are
not separately assessed or charged to the building but are assessed or charged
against the Project as a whole, Landlord shall determine the portion of such
Common Area Maintenance Expenses allocable to the building in which the Leased
Premises are located.

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
Tax and Insurance Expenses and Common Area Maintenance Expenses for such period
shall, for the purposes hereof, be increased to the amount which





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would have been incurred had the Building been occupied to the extent of 95% of
the rentable area thereof.

(2)      "Common Area Maintenance Expenses" shall mean all expense (other than
the Tax and Insurance Expenses described above) incurred by Landlord for the
maintenance, repair, and operation of the Building, (excluding only structural
soundness of the roof, foundation and exterior walls) including, but not
limited to, management fees, utility expenses (if not separately metered),
maintenance and repair costs, sewer, landscaping, trash and security costs (if
furnished by Landlord), wages and fringe benefits payable to employees of
Landlord whose duties are connected with the operation and maintenance of the
building, amounts paid to contractors or subcontractors for work or services
performed in connection with the operation and maintenance of the Building, all
services supplies repairs, replacements or other expenses for maintaining,
repairing, and operating the Building, including without limitation common
areas and parking area and roof, exterior wall and foundation that is not
related to structural soundness.

(3)      The term "Common Area Maintenance Expense" does not include the cost
of any capital improvement to the building other than the reasonably amortized
cost of capital improvements which result in the reduction of Insurance Expense
or Common Area Maintenance Expenses.  Further the term "Common Area Maintenance
Expenses" shall not include repair and restoration or other work occasioned by
fire or windstorm or other casualty with respect to which Landlord actually
receives insurance proceeds, income, and franchise taxes of Landlord, expenses
incurred in leasing to or procuring of tenants, leasing commissions,
advertising expenses, expenses for the renovating of space for new tenants
interest or principal payments on any mortgage or other indebtedness of
Landlord, compensation paid to an employee of Landlord above the grade of
building superintendent, or depreciation allowance or expense.

(c)      If the Commencement Date of this Lease is a day other than the first
day of a month, or if the Termination Date is a day other than the last day of
a month, the amount shown as due by Tenant on the Statement of Actual
Adjustment shall reflect a proration based on the ratio that the number of days
this Lease was in effect during such month bears to the actual number of days
in said month.

(d)      The failure of Landlord to exercise its rights hereunder to estimate
expenses and require payment of same as additional rental shall not constitute
a waiver of such rights which rights may be exercised from time to time at
Landlord's discretion.

(e)      In the event that Landlord herein elects to provide Tenant an expense,
stop then those expense escalators referenced in subparagraph 6 (b), with
respect solely to Common Area Maintenance, shall be passed through to Tenant
based upon a 12 month period ending on the one year anniversary date of
Tenant's occupancy of the subject space.

(f) If the nature of Tenant's business or use of the Leased Premises is such
that additional costs are incurred by Landlord for cleaning, sanitation, trash
collection or disposal services, Tenant agrees to pay as additional rental to
Landlord the amount of such additional costs upon demand.

                      7.  Tenant Repairs and Maintenance:

(a)      Tenant shall maintain all parts of the Leased Premises and their
appurtenances (except those for which Landlord is expressly responsible under
this Lease) in good clean, and sanitary condition at its own expense.  Tenant
shall promptly make all necessary repairs and replacements of the Leased
Premises, including but not limited to, electric light lamps or tubes, windows,
glass and plate glass, interior and





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exterior doors, any special office entry, interior walls and finish work,
floors and floor coverings, downspouts, gutter, heating and air conditioning
systems, dock boards, truck doors, dock bumpers, plumbing work and fixtures
other than common building sewage lines.  Tenant shall be obligated to repair
wind damage to glass caused by events other than hurricanes or tornadoes.
Otherwise, however, Tenant shall not be obligated to repair any damage caused
by fire, hurricane, tornado or other casualty covered by the insurance
maintained by Landlord.

(b)      Tenant shall not damage or disturb the integrity, structural soundness
or support of any walls roof, or foundation of the Leased Premises.  Any damage
to these walls caused by Tenant or its employees, agents or invitees shall be
promptly repaired by Tenant at its sole cost and expense.

(c)      In the event that the project is rail served, Landlord shall have the
right to coordinate any repairs and other maintenance of any rail tracks
serving or to serve the project if Tenant uses such rail tracks, Tenant shall
reimburse Landlord from time to time upon demand for a share of the cost of
such repairs and maintenance and any other sums specified in any agreement to
which Landlord is a party respecting such tracks.  Tenant's share of such costs
shall be additional rental and shall reflect a proration based on the ratio
that the space contained in the Leased Premises bears to the entire space
occupied by rail users in the Project.

(d)      Tenant shall, at its own cost and expense, enter into a regularly
scheduled preventive maintenance/service contract with a maintenance contractor
for servicing all heating and air conditioning systems and equipment within the
Leased Premises.  The maintenance contractor and the contract must be approved
by Landlord.  The service contract must include all services suggested by the
equipment manufacturer with the operation/maintenance manual and must become
effective (and a copy delivered to Landlord) within thirty (30) days of the
date Tenant takes possession of the Leased Premises.  If Tenant fails to enter
into such service contract as required, Landlord shall have the right to do so
on Tenant's behalf and Tenant agrees to pay Landlord the cost and expense of
same upon demand.

(e)      Tenant shall pay all charges for pest control and extermination around
and within the Leased Premises.

At the termination of the Lease, Tenant shall deliver the Lease Premises "broom
clean" to Landlord in the same good order and condition as existed at the
Commencement Date of this Lease, ordinary wear, natural deterioration beyond
the control of Tenant, damage by fire, tornado or other casualty excepted.

(g)      Not in limitation of the foregoing, it is expressly understood that
Tenant shall repair and pay for all damage caused by the negligence of Tenant,
Tenant's employees, agents or invitees, or caused by Tenant's default
hereunder.  All requests for repairs or maintenance that are the responsibility
of Landlord under this Lease must be made in writing to Landlord at the address
set forth below.

Notwithstanding anything in this Lease to the contrary, Tenant shall be
responsible for the cost of all non-structural work required to comply with the
retrofit requirements of Title III of the Americans with Disabilities Act of
1990, and all rules, regulations and guidelines promulgated thereunder, as same
may be amended or from time to time, necessitated by any installations,
additions, or alterations made in or to the Leased Premises at the request of
or by Tenant or by Tenant's use of the Leased Premises (other than retrofit
work whose cost has been particularly identified as being payable by Landlord
in an instrument signed by Landlord and Tenant.





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                             8.  Landlord Repairs:

Landlord shall be responsible, at its expense, only for the structural
soundness of the roof, foundation, and exterior walls of the Building.  Any
repair to the roof, foundation or exterior walls occasioned by the act or
omission of Tenant, or its agents, employees, guests or invitees shall be the
responsibility of Tenant.  The term "walls" as used in this Paragraph 8 shall
not include windows, glass or plate glass, interior doors, special store
fronts, office entries or exterior doors.  Landlord's liability with respect to
any defects, repairs or maintenance for which Landlord is responsible at its
expense under this Lease shall be limited to the cost of such repairs or
maintenance or the curing of such defect.  As expenses included in Common Area
Maintenance Expenses, Landlord will be responsible for landscaping and
maintenance of common areas and repairs, after which Landlord shall have a
reasonable opportunity to repair same or cure such effect.  Landlord shall not
be required to perform any covenant or obligation of this lease, or be liable
in damages to Tenant, so long as the performance or non-performance of the
covenant or obligation is delayed, caused by, or prevented by an act of God or
force majeure.  An "act of God" or "force majeure" is defined for purposes of
this Lease as strikes, lockouts, sit-downs, material or labor restrictions by
any governmental authority, riots, floods, washouts, explosions, earthquakes,
fire storms, acts of the public enemy, wars, insurrections and any other
similar cause not reasonably within the control of Landlord, and which by the
exercise of due diligence Landlord is unable, wholly or in part, to prevent or
overcome.

                              9.  Utility Service:

Tenant shall pay the cost of all utility services, including, but not limited
to, initial connection charges and all charges for gas, water, and electricity
used on the Leased Premises.  If the Leased Premises are separately metered,
Tenant shall pay such costs directly to the appropriate utility company.
Otherwise, Tenant shall pay such costs pursuant to Paragraph 6(b) above.
Tenant shall pay all costs caused by Tenant introducing excessive pollutants
into the sanitary sewer system, including permits, fees and charges levied by
any governmental subdivision for any pollutants or solids other than ordinary
human waste.  If Tenant can be clearly identified as being responsible for
obstructions or stoppage of the common sanitary sewage line, then Tenant shall
pay the entire cost hereof, upon demand, as additional rent.  Tenant shall be
responsible for installation and maintenance of any dilution tanks, holding
tanks, settling tanks, sewer sampling devices, sand traps, grease traps or
similar devices which may be required by the appropriate governmental
subdivision for Tenant's use of the sanitary sewer system.  Tenant shall also
pay all surcharges (i.e.  charges in excess of normal charges) levied due to
Tenant's abnormal use of sanitary sewer or waste removal services so that no
such surcharges shall affect Landlord or other tenant in the Project under
Paragraph 6 (b) above.

                                  10.  Signs:

No signs, door plaques, advertisement, or notice shall be displayed, painted or
affixed by Tenant on any part of the Project or Building, parking facilities,
or Leased Premises without prior written consent of Landlord, and subject to
any applicable governmental laws, ordinances, regulations, project
specifications, and other requirements.  Signs on doors and entrances to the
Leased Premises, if approved by Landlord, shall be placed thereon by a
contractor approved by Landlord and paid for by Tenant.  Tenant shall remove
all such signs at the termination of this lease.  Such installations and
removals shall be made in such manner as to avoid injury or defacement of the
Project and other improvements, and Tenant, at its sole expense, shall repair
any injury or defacement, including without limitation, any discoloration
caused by such installation or removal.





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                                  11.  Usage:

Tenant warrants and represents to Landlord that the Leased Premises shall be
used and occupied only for the purpose of general office and sales and service
activities of Tenant.  Any change in the stated usage purposes or in the scope
or extent of such usage as previously described to Landlord by Tenant shall be
subject to the prior written approval of Landlord.  Tenant shall occupy the
Leased Premises, conduct its business and control its agents, employees,
invitees, and visitors in lawful and reputable way and as not to create any
nuisance or other-wise interfere with annoy or disturb any other tenant in its
normal business operations or Landlord in its management of the Project.
Tenant shall not commit, or allow to be committed any waste on the Leased
Premises.

                          12.  Insurance & Indemnity:

(a)      Tenant shall not permit the Leased Premises to be used in any way
which would, in the opinion of Landlord, be hazardous or which would in any way
increase the cost of or render void the fire insurance on improvements or
contents in the Project belonging to Landlord or other tenants.  If at any time
during the term of this Lease the State Board of Insurance or other insurance
authority disallows any of Landlord's sprinkler credits or imposes an
additional penalty or surcharge in Landlord's insurance premiums because of
Tenant's original or subsequent placement or use of storage racks or in, method
of storage, or nature of Tenants inventory or any other act of Tenant, Tenant
agrees to pay as additional rental the increase in Landlord's insurance
premiums.  If an increase in the fire and extended coverage premiums paid by
the Landlord for the Building in which Tenant occupies space is caused by
Tenant's use or occupancy of the Leased Premises, or if Tenant vacates the
Leased Premises and causes an increase, then Tenant shall pay as additional
rental the amount of such increase to Landlord.

(b)      Tenant shall procure and maintain throughout the term of this lease a
policy or policies of liability insurance, at its sole cost and expense,
insuring both Landlord and Tenant against all claims, demands or actions
arising out of or in connection with: (i)  the Leased Premises; (ii) the
condition of the Leased Premises; (iii) Tenant's operation in and maintenance
and use of the Leased Premises; and (iv) Tenant's liability assumed under this
Lease.  The limits of such policy or policies shall not be not less than One
Million Dollars ($ 1,000,000) combined single limit coverage per occurrence for
injury to persons (including death) and/or property damage or destruction,
including loss of use.  All such policies shall be procured by Tenant from
responsible insurance companies satisfactory to Landlord.  Certified copies of
such policies, together with receipts for payment of premiums, shall be
delivered to Landlord prior to the Commencement Date of this Lease.  Not less
than fifteen (15) days prior to the expiration date of any such policies,
certified copies of renewal policies and evidence of the payment of renewal
premiums shall be delivered to Landlord.  All such original and renewal
policies shall provide for at least thirty (30) days written notice to Landlord
before such policy may be canceled or changed to reduce insurance coverage
provided thereby.  Upon request of Landlord, Tenant further agrees to complete
and return to Landlord an insurance questionnaire (such form to be provided by
Landlord) regarding Tenant's insurance coverage and intended use of the Leased
Premises.  Tenant warrants and represents that information contained in such
questionnaire shall be true and correct as of the date thereof and shall be
updated by Tenant from time to time upon Landlord's request.

(c)      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 Loses arising through repair or alteration of any part
of the Building, or failure to make repairs,





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<PAGE>   9
or from any other cause), unless such loss is caused by the gross negligence of
Landlord.  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 Leased 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, Landlord's waivers shall not include any deductible amounts on
insurance policies carried by Landlord or apply of 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.

Tenant shall indemnify, defend, and hold harmless Landlord and its agents,
employees, affiliates, successors and assigns from and against any Loss
(including reasonable attorneys fees) arising out of any occurrence in the
Leased Premises unless such loss is caused by the gross negligence of Landlord.
This indemnity provision shall survive termination or expiration of this Lease.

                                13.  Relocation:

This section has been completely deleted.

               14.  Compliance with Laws, Rules and Regulations:

Tenant shall comply with all applicable laws, ordinances, orders, rules and
regulations of state, federal, municipal, or other agencies or bodies relating
to the use, condition and occupancy of, and business conducted on, the Leased
Premises, including without limitation, the Resource Conservation and Recovery
Act, the Comprehensive Environmental Response Act, and the rules, regulations
and directives of the U.S. Environmental Protection Agency.  Tenant shall also
comply with the rules of the Project which may hereafter be adopted by
Landlord.  Landlord shall have the right at all times to change the rules and
regulations of the Project or to amend them in any reasonable manner as may be
deemed advisable for the safety, care, cleanliness, and good order of the
project and Leased Premises.  All rules and regulations of the Project and any
changes or amendments thereto will be sent by Landlord to Tenant in writing and
shall thereafter be carried out and serviced by Tenant.

                        15.  Assignment and Subletting:

The Tenant agrees not to assign, transfer, or mortgage this lease or any right
or interest therein, or sublet the Leased Premises or any part thereof, without
the prior written consent of Landlord.  No assignment or subletting made with
the consent of Landlord shall relieve Tenant of its obligations hereunder, and
Tenant shall continue to be liable as a principal (and not as a guarantor or
surety) to the same extend as though no assignment or sublease had been made.
Consent by Landlord to an assignment or sublease shall not be construed to be
consent to any additional assignment or subletting.  Each such successive act
shall require similar consent of Landlord.  Landlord shall be reimbursed by
Tenant for any costs or expenses incurred as a result of Tenant's request for
consent to any such assignment or subletting.  In the event Tenant subleases
the Leased Premises, or any portion thereof, or assigns this Lease with the
consent of the Landlord at an annual Base Rental exceeding that stated herein,
such excess shall be paid by Tenant to Landlord as additional rental hereunder
within ten (10) days after receipt by Tenant.  Upon the occurrence of an "event
of default" as defined below, if all or any part of the Leased Premises are
then assigned or sublet, Landlord may, in addition to any other remedies
provided by this lease or provided





                                      -9-
<PAGE>   10
by law, collect directly from the assignee or subtenant all rents due to
Tenant.  Landlord shall have a security interest in all properties on the
Leased Premises to secure payment of such sums.  Any collection directly by
Landlord from the assignee or subtenant shall not be construed, however to
constitute a novation or a release of Tenant from the further performance of
its obligations under this lease.  Notwithstanding the foregoing, it is
expressly agreed that if this lease is assigned to any person or entity
pursuant to the provisions of the Bankruptcy Code, I 1 U.S.A. 101 et esq.  (the
"Bankruptcy Code"), any and all moneys or other considerations 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 Landlord and
shall not constitute property of Tenant or of the estate of Tenant within the
meaning of the Bankruptcy Code.  Any and all moneys or other considerations
constituting Landlord's property under the preceding sentence not paid or
delivered to Landlord shall be held in trust for the benefit of Landlord and be
promptly paid or delivered to Landlord.  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 the obligations arising
under this Lease on and after the date of such assignment.  Any such assignment
shall upon demand be executed and delivered to Landlord in an instrument
confirming such assumption.

                       16.  Alterations and Improvements:

(a)      Tenant shall not make or perform, or permit the making or performance
of, any initial or subsequent tenant finish work or any alterations,
installations, decorations, improvements, additions or other physical changes
in or about the Leased Premises (refer-red to collectively as "Alterations")
without Landlord's prior consent.  Landlord agrees not to withhold its consent
unreasonably to any nonstructural alterations proposed to be made by Tenant to
adapt the Leased Premises for Tenant's business purposes.  Notwithstanding the
foregoing provisions or Landlord's consent of any Alterations, all Alterations
shall be made and performed in conformity with and subject to the following
provisions: All Alterations shall be made and performed at Tenant's sole cost
and expense and at such time and in such manner as Landlord may from time to
time reasonably designate.  Alterations shall be made only by contractors or
mechanics approved by Landlord, such approval not to be unreasonably withheld.
No alteration shall affect any part of the building other than the Leased
Premises or adversely affect any service required to be furnished by Landlord
to Tenant or to any other tenant or occupancy of the building or reduce the
value or utility of the Building.  No alteration shall affect the outside
appearance of the building.  Tenant shall submit to Landlord detailed plans and
specifications (including layout, architectural, mechanical and structural
drawings) for each proposed Alteration and shall not commence any such
Alteration without first obtaining Landlord's written approval of such plans
and specifications.  Prior to the commencement of each proposed Alteration,
Tenant shall furnish to Landlord duplicate original policies of workers'
compensation insurance covering all persons to be employed in connection with
such Alterations, including those to be employed by all contractors and
subcontractors, and of comprehensive public liability insurance (including
property damage coverage) in which Landlord, its agents, and any lessor under
any ground or underlying lease, and any mortgagee of the building shall be
named as parties insured, which policies shall be issued by companies, and
shall be in form and amounts satisfactory to Landlord and shall be maintained
by Tenant until the completion of such Alteration.  If Landlord shall require
to assure payment of all cost of such alterations, prior to the commencement of
any approved Alteration, Tenant shall cause to be issued and delivered to
Landlord an irrevocable documentary letter of credit or payment bond in the
full amount of the cost of the said approved Alterations issued by a
substantial banking institution reasonably acceptable to Landlord payable in
whole or in part, from time to time to the order of Landlord upon written
demand accompanied by Landlord's certification that Tenant has defaulted with
respect to the obligation secured thereby.  The term of the letter of credit
shall be from date of issuance through ninety (90) days after completion of
construction of the approved Alterations.  All permits,





                                      -10-
<PAGE>   11
approvals, and certificates required by all governmental authorities shall be
timely obtained by Tenant and submitted to Landlord.  Notwithstanding
Landlord's approval of plans and specifications for any Alterations, all
Alterations shall be made and performed in full compliance with all applicable
laws, orders and regulations of Federal, state, County, and Municipal
authorities and with all directions, pursuant to law, of all public officers,
and with al applicable rules, orders, regulations and requirements of the
Dallas Board of Fire Underwriters or any similar body.  All alterations shall
be made and performed in accordance with the Building rules.  All materials and
equipment shall be subject to any lien, encumbrance, chattel mortgage or title
retention or security agreement.  If such Alterations are being performed by
Tenant in connection with Tenant's initial occupancy of the Leased Premises,
Tenant agrees to make proper application for and obtain, a certificate of
occupancy from the city in which the Lease Premises are leased.  Tenant shall
furnish such certificate to Landlord promptly after issuance of same.

(b)      Tenant shall not at any time prior to or during the term of this
Lease, directly or indirectly employ or permit the employment of, any
contractor, mechanic, or laborer in the Leased Premises, whether in connection
with any Alteration or otherwise, if such employment will interfere or cause
any conflict with other contractors, mechanics, or laborers engaged in the
construction, maintenance operation of the Building by Landlord, Tenant, or
other.  In the event of any such interference or conflict, Tenant, upon demand
of Landlord, shall cause all contractors, mechanics or laborers causing such
interference or conflict to leave the Building immediately.

(c)      All appurtenances, fixtures, improvements, and other property attached
to or installed in the Leased Premises, whether by Landlord or Tenant or
others, and whether at Landlord's expense or Tenant's expense, or the joint
expense of Landlord and Tenant, shall be and remain the property of Landlord,
except that any such fixtures, improvements, additions, and other property
which have been installed at the sole expenses of Tenant and which are
removable without material damage to the Leased Premises shall be and remain
the property of Tenant.  At Landlord's option, Tenant shall remove any property
belonging to Tenant at the end of the term hereof, and Tenant shall repair, or
at Landlord's option shall pay to Landlord the cost of repairing any damage
arising from such removal.  Any replacement of any property of Landlord,
whether made at Tenants expense or otherwise, shall be and remain the property
of Landlord.

                               17.  Condemnation:

(a)      If, during the term (or any extension or renewal) of this Lease, all
or a substantial part of the Leased Premises are taken for any public or
quasi-public use under any governmental law, ordinance or regulation, or by
right of eminent domain or by private purchase in lieu thereof, and the taking
would prevent or materially interfere with the then current use of the Lease
Premises, this lease shall terminate and the Rent shall be abated during the
unexpired portion of this Lease effective on the date physical possession is
taken by the condemning authority.

(b)      If a portion of the Leased Premises is taken as described above and
this Lease is not terminated as provided in subparagraph (a) above, the Rent
payable under this Lease during the unexpired portion of the term shall be
adjusted to such an extent as may be fair and reasonable under the
circumstances.

(c)      In the event of such taking or private purchase in lieu thereof,
Landlord and Tenant shall each be entitled to receive any sum separately
awarded to each party by the condemning authority.  In the event separate
awards to Landlord and Tenant are not made, Landlord shall be entitled to
receive any and all sums by the condemning authority.





                                      -11-
<PAGE>   12
                            18.  Fire and Casualty:

(a)      If the Building should be totally destroyed by fire, tornado, or other
casualty, Tenant shall give immediate written notice thereof to Landlord.

(b)      If the Building should be totally destroyed by fire, tornado, or other
casualty, or if it should be so damaged thereby that rebuilding or repairs can
not in Landlord's estimation be completed within one hundred eighty (180) days
after the date on which Landlord is notified by Tenant of such damage, this
Lease shall terminate and the Rent shall be abated during the unexpired portion
of this Lease, effective upon the date of occurrence of such damage.

(c)      If the building should be damaged by any peril covered by the
insurance maintained by Landlord, but only to such extent that rebuilding or
repairs can in Landlord's estimation be completed within one hundred eighty
(180) days after the date on which Landlord is notified by Tenant of such
damage, this Lease shall not terminate and Landlord shall, to the extent of
insurance proceeds received, then proceed with reasonable diligence to rebuild
and repair the Building to substantially the same condition in which it existed
prior to such damage.  Landlord shall not be required, however, to rebuilt,
repair, or replace any part of the partitions, fixtures, additions, and other
improvements which may have been placed in, on, or about the Leased Premises by
Tenant.  If the Leased Premises are untenantable in whole or in part following
such damage, the Rent payable hereunder during the period in which they are
unrentable shall be reduced to such extent as may be fair and reasonable under
all of the circumstances.  If Landlord should fail to complete such repairs and
rebuilding within one hundred eighty (180) days after the date on which
Landlord is notified by Tenant of such damage, Tenant may terminate this Lease
by delivering written notice of termination to Landlord.  Such termination
shall be Tenant's exclusive remedy and all rights and obligations of the
parties under this Lease shall then cease.  Notwithstanding the foregoing
provisions of this subparagraph (c), Tenant agrees that if the Leased Premises,
the Building and/or Project are damaged by fire or other casualty caused by the
fault or negligence of Tenant or Tenant's agents, employees or invitees Tenant
shall have no option to terminate this Lease, even if the damage cannot be
repaired within one-hundred eighty (180) days, and the Rent shall not be
abated or reduced before or during the repair period.

(d)      Notwithstanding anything herein to the contrary, if the holder of any
indebtedness secured by a mortgage or deed of trust covering the Building
and/or Project requires that the insurance proceeds be applied to such
indebtedness, the Landlord shall have the right to terminate this Lease by
delivering written notice of termination to Tenant within fifteen (15) days
after such requirement is made.  All rights and obligations under this Lease
shall then cease.

                            19.  Casualty Insurance:

Landlord shall at all times during the term of this Lease maintain a policy or
policies of insurance with the premiums paid in advance issued by and binding
upon some solvent insurance company, insuring the building against loss or
damage by fire, explosion, or other hazards and contingencies.  Landlord shall
not be obligated, however, to insure any personal property (including, but not
limited to, any furniture, machinery, goods, or supplies) of Tenant or which
Tenant may have in the Leased Premises or any fixtures installed by or paid for
by tenant upon or within the Leased Premises or any improvements which Tenant
may construct or install on the Leased Premises or any signs identifying
Tenant's business located on the exterior of the Building.





                                      -12-
<PAGE>   13
                          20.  Waiver of Subrogation:

To the extent that the Landlord or Tenant receives casualty insurance proceeds,
such recipient hereby waives and releases any and all rights, claims, demands
and causes of action such recipient may have against the other on account of
any loss of damage occasioned to such recipient or its businesses, real and
personal properties, the Leased Premises, the building, the Project, or its
contents, arising from any risk or peril covered by any insurance policy
carried by either party.  In as much as the above mutual waivers will preclude
the assignment of any such claim by way of subrogation (or otherwise) to an
insurance company (or any other person) each party hereto hereby agrees
immediately to give to its respective insurance companies written notices of
the terms of such mutual waivers and to have their respective insurance
policies properly endorsed, if necessary, to prevent the invalidation of such
insurance coverages by reason of such waivers.  This provision shall be
cumulative of Paragraph 21 below.

                              21.  Hold Harmless:

Landlord shall not be liable to Tenant, Tenant's employees, agents, invitees,
licensees or visitors, or to any other person, for any injury to person or
damage to property on or about the Leased Premises or the Project caused by the
negligence or misconduct of Tenant, its agents, employees, invitees, or of any
other persons entering upon the Leased Premises or the Project under express or
implied invitation by Tenant.  Tenant agrees to indemnify and hold Landlord
harmless from any and all loss, attorney's fees, expenses, or claims arising
out of any such damage or injury.

                             22.  Quiet Enjoyment:

Landlord warrants that it has full right to execute and to perform this lease
and to grant the estate demised and that Tenant, upon payment of the required
Rent and performing the covenants and agreements contained in this Lease, shall
peaceably and quietly have, hold, and enjoy the Leased Premises during the full
term of this Lease, including any extensions or renewals thereof.

                        23.  Landlord's Right of Entry:

Landlord shall have the right, at all reasonable hours, to enter the Leased
Premises for the following reasons: inspection, cleaning or making repairs,
making such alterations or additions as Landlord may deem necessary or
desirable; installation of utility lines servicing the Leased Premises or any
other space in the Building determining Tenant's use of the Leased Premises, or
for deter-mining if any act of default under this Lease has occurred.  Landlord
shall give twenty-four (24) hours written notice to Tenant prior to such entry,
except in cases of emergency when Landlord may enter the Leased Premises at any
time and without prior notice.  During the period that is six (6) months prior
to the end of the Lease term, Landlord and Landlord's agents and
representatives shall have the right to enter the Leased Premises at any
reasonable time during business hours without notice, for the purpose of
showing the Leased Premises and shall have the right to erect on the Lease
Premises a suitable sign indicating the Leased Premises are available for
lease.  Tenant shall give written notice to Landlord at least Thirty (30) days
prior to vacating the Leased Premise and shall arrange to meet with Landlord
for a joint inspection of the Lease Premises prior to vacating.  In the event
of Tenant's failure to give such notice or arrange such joint inspection,
Landlord's inspection at or after Tenant's vacating the Leased Premises shall
be conclusively deemed correct for purpose of determining Tenant's
responsibility for repairs and restoration.





                                      -13-
<PAGE>   14
                24.  Assignment of Landlord's Interest in Lease:

Landlord shall have the right to transfer and assign, in whole or in part, its
rights and obligations with respect to the Project and premises that are the
subject of this Lease, including tenant's security deposit.  In such event,
Landlord shall be released from any further obligation under this Lease and
Tenant agrees to look solely to Landlord's successor for the performance of
such obligations provided that such purchaser or assignee agrees to be bound by
the terms of this Lease and Landlord's obligation hereunder.

                             25.  Landlord's Lien:

In addition to any statutory lien for Rent in Landlord's favor, Landlord shall
have and Tenant hereby grants to Landlord a continuing security interest for
all Rentals and other sums of money becoming due under this Lease from Tenant,
upon all goods, wares, equipment, fixtures, furniture, inventory, accounts,
contract Tights, and other personal property of Tenant situated on or arising
from the Leased Premises.  Such property shall not be removed without the
consent of Landlord until all arrearage in Rent as well as any other sums of
money then due to Landlord under this Lease shall first have been paid.  In the
event of a default under this Lease, Landlord shall have, in addition to any
other remedies provided in this lease or by law, all rights and remedies under
the Texas Uniform Commercial Code, including without limitation the right to
sell the property described in this Paragraph or public or private sale upon
five (5) days notice to Tenant.  Tenant hereby agrees to execute such financing
statements and other instruments necessary or desirable in Landlord's
discretion to perfect the security interest hereby created.

The express contractual lien herein granted, is in addition and supplementary
to any statutory lien for rent.

                            26.  Default by Tenant:

The following shall be events of default by Tenant under this Lease:

(a)      Tenant shall fail to pay when due any installment of Rent or other
payment required pursuant to this Lease;

(b)      Tenant shall abandon or vacate any substantial portion of the Leased
Premises;

(c)      Tenant shall fail to comply with any term, provisions or covenant of
this Lease, other than the defaults listed n this paragraph 26, and the failure
is not cured within ten (10) days after written notice thereof to Tenant;

(d)      Tenant shall file a petition or be adjusted a debtor or bankrupt or
insolvent under the United States Bankruptcy Code, as amended, or any similar
law or statute of the United States or any state; or a receiver or trustee
shall be appointed for all or substantially all of the assets of Tenant; or
Tenant shall make at transfer in fraud of creditors;

(e)      Tenant shall do or permit to be done any act which results in a lien
being filed against the Leased Premises.





                                      -14-
<PAGE>   15
                      27.  Remedies for Tenant's Default:

Upon the occurrence of any event of default set forth in this Lease, Landlord
shall have the option to pursue any one or more of the following remedies
without any prior notice or demand:

(a)      Landlord may terminate this Lease, in which event Tenant shall
immediately surrender the Leased Premises to Landlord, and if Tenant fails to
do so, Landlord may, without prejudice to any other remedy which it may have,
enter upon and take possession of the leased Premises, and expel or remove
Tenant and any other person who may be occupying all or any part of the Leased
Premises.  Landlord shall not be liable for prosecution or any claim for
damages as a result of such actions.  Tenant agrees to pay on demand the amount
of all losses, costs, expenses, deficiencies, and damages, including, without
limitation, reconfiguration expenses, rental concessions and other inducements
to new tenants, advertising expenses and broker's commissions, which Landlord
may incur or suffer by reason of Tenant's default or the termination of the
lease under this subparagraph, whether through inability to relet the Leased
Premises on satisfactory terms or otherwise.  Tenant acknowledges that its
obligation to pay base Rent and all additional Rent hereunder is not only
compensation for use of the Leased Premises but also compensation for sums
already expended and/or being expended by Landlord with respect to its
obligations hereunder and with respect to the Leased Premises, and Tenant
acknowledges that Tenant's default in timely payment of all sums due hereunder
shall constitute significant financial loss to Landlord.  Tenant further
acknowledges that any failure to pay any sum due hereunder shall evidence
Tenant's inability to meet its debts as they become due.  In such event, in
addition to Landlord's other remedies hereunder, Landlord shall be entitled to
accelerate all Base Rental remaining unpaid hereunder, the entirety of which
shall, at the option of Landlord, be immediately due and payable.

(b)      Landlord may enter upon and take possession of the Leased Premises and
expel or remove Tenant and any other person who may be occupying all or any
part of the Leased Premises (without being liable for prosecution or any claim
for damages therefor) without terminating this lease and relet the Leased
Premises on behalf of Tenant and receive directly the rent of the reletting.
Tenant agrees to pay Landlord on demand any deficiency that may arise by reason
of any reletting of the Leased Premises and to reimburse Landlord on demand for
any losses, costs, and expenses, including without limitation, reconfiguration
expenses, rental concessions and other inducements to new tenants, advertising
costs or broker's commissions, which Landlord may incur or suffer as a result
of Tenant's default or in reletting the Leased Premises, Tenant further agrees
to reimburse Landlord for any expenditures made by it for remodeling or repairs
necessary in order to relet the Leased Premises.  In the event Landlord is
successful in reletting the Leased Premises at a rental in excess of that
agreed to be paid by Tenant pursuant to this Lease, Landlord and Tenant agree
that Tenant shall not be entitled, under any circumstances, to such excess
rental, and Tenant does hereby specifically waive any claim or such excess
rental.

(c)      Landlord may enter upon the Leased Premises (without being liable for
prosecution or any claim for damages therefor) and do whatever Tenant is
obligated to do under the terms of this Lease.  Tenant agrees to reimburse
Landlord on demand for any losses, costs and expenses which Landlord may incur
in effecting compliance with Tenant's obligations under this Lease.  Tenant
further agrees that Landlord shall not be liable for any damages resulting to
Tenant from effecting a compliance with Tenant's obligations under this
subparagraph whether caused by the negligence of Landlord or otherwise.

(d)      Landlord may pursue any remedy provided at law or in equity.





                                      -15-
<PAGE>   16
(e)      Landlord shall have no duty to relet the Premises, and the failure of
Landlord to do so shall not release or affect Tenant's liability for Rental and
other charges due hereunder or for damages.

(f)      No re-entry or relenting of the Premises or any filing or service of
an unlawful detainer action or similar action shall be construed as an election
by Landlord to terminate Tenant's right to possession under this Lease unless a
written notice of such intention is given by Landlord to Tenant.
Notwithstanding any such reletting without termination, Landlord may at any
time thereafter elect to terminate this Lease and Tenant's right to possession
hereunder.

                          28.  Termination of Options:

If there exist any options or special rights which Landlord may have granted
Tenant under this lease including, but not limited to, options or rights
regarding extensions of the lease term, expansion of the Leased Premises, or
acquisition of any other interest in the Leased Premises or the Building, then
all such options and rights are independent of the leasehold estate hereby
granted to Tenant by this Lease and that no portion of any sums due and payable
by Tenant to Landlord hereunder is attributable thereof.  In addition to, and
not in lieu of, the above remedies of Landlord for Tenant's default, any and
all such options or special rights shall be automatically terminated upon the
occurrence of the following events:

(a)      Tenant shall have failed to pay when due any installment of Rent or
other sums payable under this Lease for any three (3) consecutive months during
the Lease term or any renewal or extension thereof, or for any five (5) months
during the Lease term or any renewal or extension thereof, whether or not said
defaults are cured by Tenant; or

(b)      Tenant shall have received two (2) or more notices of default under
Paragraph 26 (c) above whether or not such default is cured by Tenant.

                       29.  Waiver of Default or Remedy:

Failure of Landlord to declare a default immediately upon its occurrence, or
delay in taking any action in connection with an event of default, shall not be
waiver of the default.  Landlord shall have the right to declare the default at
any time and take such action as is lawful or authorized under this Lease.
Pursuit of any one or more of the remedies set forth in Paragraphs 27 or 28
above shall not preclude pursuit of any one or more of the other remedies
provided therein or elsewhere in this Lease provided by law, nor shall pursuit
of any remedy be a forfeiture or waiver of any Rent or damages accruing to
Landlord by reason of the violation of any of the terms of this lease.  Failure
by Landlord to enforce one or more of its remedies upon an event of default
shall not be construed as a waiver of the default or of any other violation or
breach of any of the terms contained in this Lease.

                             30.  Attorney's Fees:

In the event any litigation arises hereunder, it is specifically stipulated
that this Lease shall be interpreted and construed according to the laws of the
state in which the Leased Premises are located.  Further, the prevailing party
in any such litigation between the parties shall be entitled to recover as a
part of its judgment, reasonable attorney's fees.





                                      -16-
<PAGE>   17
                               31.  Holding Over:

Tenant will, at the termination of this Lease by lapse of time or otherwise
surrender immediate possession to Landlord.  If Landlord agrees in writing that
Tenant may hold over after the expiration or termination of this Lease and if
the Parties do not otherwise agree, the hold over tenancy shall be subject to
termination by Landlord at any time upon not less five (5) days advance written
notice, or by Tenant at any time upon not less than thirty (30) days advance
written notice.  Further, all of the terms and provisions of this Lease shall
be applicable during the holder over period, except that Tenant shall pay
Landlord from time to time upon demand, as Base rent for the period of any hold
over, an amount equal to two times the Base Rent in effect on the termination
date, computed on a daily basis for each day of the hold over period, plus all
additional rental and other sums due hereunder.  If Tenant shall fail
immediately to surrender possession of the Leased Premises to Landlord upon
termination of this Lease, by lapse of time or otherwise, and Landlord has not
agreed to such continued possession as above provided, then until Landlord can
dispossess Tenant under the terms hereof or otherwise, Tenant shall pay
Landlord from time to time upon demand, as Base Rent for the period of any such
holdover, an amount equal to twice the Base Rent in effect on the termination
date, computed on a daily basis for each day of the hold over period, plus all
additional rental and other sums due hereunder.  No holding over by Tenant,
whether with or without consent of Landlord, shall operate to extend this Lease
except as otherwise expressly agreed by the parties.  The preceding provision
of this paragraph shall not be construed as Landlord's consent for Tenant to
hold over.

                           32.  Rights of Mortgagee:

Tenant accepts this Lease subject and subordinate to any recorded mortgage,
deed of trust or other lien presently existing or hereafter to exist with
respect to the Leased Premises.  Landlord and its mortgagee is hereby
irrevocably vested with full power and authority to subordinate Tenant's
interest under this Lease to any mortgage, deed of trust or other lien
hereafter placed on the Leased Premises, and Tenant agrees upon demand to
execute such additional instruments subordinating this Lease as Landlord or the
holder of any such mortgage, deed of trust, or lien may require.  If the
interests of Landlord under this Lease shall be transferred by reason of
foreclosure or other proceedings for enforcement of any mortgage on the Leased
Premises, Tenant shall be bound to the transferee (sometimes called the
"Purchaser") under the terms and conditions of this Lease for the balance of
the remaining lease term, including any extensions or renewals, with the same
force and effect as if the Purchaser were Landlord under this Lease.  Tenant
further agrees to attorn to the Purchaser, including the mortgagee under any
such mortgage if it be the Purchaser, as its Landlord.  Such attornment shall
be effective without the execution of any further instruments upon the
Purchaser succeeding to the interest of Landlord under this Lease.  The
respective rights and obligations of Tenant and the Purchaser upon the
attornment, to the extent of the then remaining balance of the term of this
Lease, and any extensions and renewals, shall be the same as those set forth in
this Lease.  Each such holder of any mortgage, deed of trust, or lien, and each
such Purchaser, shall be a third-party beneficiary of the provisions of this
Paragraph.

                          33.  Estoppel Certificates:

Tenant agrees to furnish within ten (10) days from time to time, upon request
of Landlord or Landlord's mortgagee, a statement certifying that Tenant is in
possession of the Leased Premises; the Leased Premises are acceptable; the
Lease is in full force and effect; the Lease is unmodified; Tenant claims no
present charge, lien, or claim of offset against Rent; the Rent is paid for the
current month, but is not paid and will not be paid for more than one month in
advance; there is no existing default by reason of some act





                                      -17-
<PAGE>   18
or omission by Landlord, and such other matters as may be reasonably required
by Landlord or Landlord's mortgagee.  Should Tenant fail to remit such Estoppel
Certificate hereinabove referenced in the prescribed time period, then Tenant
herein grants Landlord a special power of attorney hereby to complete such
Estoppel Certificate on Tenant's behalf.  Landlord will be willing to provide
Tenant with an Estoppel indicating its good standing in the premises if
requested by Tenant within 10 days after such request.

                                34.  Successors:

This lease shall be binding upon and inure to the benefit of Landlord and
Tenant and their respective heirs, personal representatives, successors and
assigns.  It is hereby covenanted and agreed that should Landlord's interest in
the Leased Premises cease to exit for any reason during the term of the Lease,
then notwithstanding the happening of such event this Lease shall nevertheless
remain unimpaired and in full force and effect and Tenant hereunder agrees to
attorn to the then owner of the Leased Premises.

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 solely recoverable from the
interest of Landlord in the Building and the land on which the Building is
situated, 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 by Landlord hereunder which do not involve
the personal liability of Landlord.

                          35.  Real Estate Commission:

Tenant represents and warrants that it has dealt with no broker, agent, or
other person in connection with this transaction and that no other broker,
agent, or other person brought about this transaction other than Georgia and/or
Bruce Marshall of DataVest Management L.L. and/or DataVest, Inc. [proposed
broker] being designated by Tenant as a Tenant Representative under an
exclusive right-to-agency agreement with Tenant.  Tenant agrees to indemnify
and hold Landlord 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 Tenant with regard to this leasing transaction.
The provisions of this Paragraph shall survive the termination of this Lease.

                                36.  Expansion:

If during the term of this Lease, Tenant occupies, under a new written lease
with Landlord, space of a size substantially larger than the present Leased
Premises within any development in the current project owned by Landlord, this
Lease shall be terminated upon execution of the Lease for such substitute
space.  Notwithstanding the foregoing, Tenant shall remain obligated to pay for
any past due or prorated past due rents or other sums due Landlord as a result
of Tenant's tenancy hereunder, and such obligation shall survive the
termination is Lease pursuant to this Paragraph 36.

                             37.  Mechanic's Liens:

Tenant shall have 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 Landlord in the Leased Premises or to charge the Rentals
payable hereunder for any claim in favor of any person dealing with Tenant,
including those who may furnish materials or perform labor for any construction
or repairs.  Each such claim shall affect and each such lien shall attach to,
if at all, only the leasehold interest granted to Tenant





                                      -18-
<PAGE>   19
by this Lease.  Tenant 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 on which any lien is or can be validly and legally asserted against
its leasehold interest in the Leased Premises or the improvements hereon.
Tenant further agrees to save and hold Landlord 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 Landlord in
the Leased Premises or under the terms of this Lease.  Under no circumstances
shall Tenant be or hold itself out to be agent or representative of Landlord
with respect to any alteration of the Leased Premises whether or not consent to
or approved by Landlord hereunder.  Landlord will agree to allow Tenant to post
a bond in an amount and issued by a surety acceptable while satisfying any
disputed mechanics lien.

              38.  Entire Agreement and Limitation of Warranties:

It is expressly agreed by Tenant, as a material consideration for execution of
this Lease, that this Lease is the entire agreement of the parties and that
there are and were no verbal representations, warranties, understandings,
stipulations, agreements, or promises pertaining to this Lease not incorporated
in this Lease.  Landlord and Tenant expressly agree that there are and shall be
no implied warranties of merchantability of fitness or of any other kind
arising out of this Lease and that Tenant's acceptance of the Leased Premises
shall be "as is".  It is likewise agreed that this Lease may not be altered,
waived, amended, or extended except by an instrument in writing signed by both
Landlord and Tenant.  Not in limitation upon the foregoing, Landlord agrees
that to the extent assignable, all warranties if any shall exist, from
contractors or suppliers with respect to the improvements to the Lease Premises
hereunder are hereby assigned to Tenant.

                              39.  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.

(b)      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 and power of such
party to enter into this Lease.

(c)      The captions inserted in this Lease are for convenience only and in no
way define limit, or otherwise describe the scope or intent of this Lease or
any provision hereof, or in any way affect the interpretation of this Lease.

(d)      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 that there be added as
a part of this Lease a clause as similar in terms to such illegal, invalid or
unenforceable clause or provision as may be possible and be legal, valid, and
enforceable.

(e)      Because the Leased Premises are on the open market and are presently
being shown, this Lease shall be treated as an offer to lease only.  Unless and
until this Lease is accepted by Landlord and Tenant in writing and a fully
executed copy delivered to both parties, this offer is subject to withdrawal or
non-





                                      -19-
<PAGE>   20
acceptance by Landlord and the Leased Premises may be leased to another party
or used for another purpose by Landlord by without notice.

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

(g)      If the Commencement Date shall be determined under Paragraphs 4( b) or
(c) of this Lease, Landlord and Tenant shall enter into an agreement in
recordable form setting forth the Commencement Date and Termination Date of the
Lease term.

(h)      In the event that Tenant shall fail to perform any duty or obligation
hereunder, whether maintenance, repair or replacement of the Leased Premises,
maintenance of insurance, or otherwise, then Landlord may, but shall in no
event be obligated to, without notice of any kind, take such actions as
Landlord deems necessary or appropriate to remedy such Tenant failure, and any
sums expended by Landlord and fair and just compensation for the time and
effort of Landlord shall be deemed additional Rental hereunder due and payable
by Tenant on demand.

(i)      If Tenant shall fail to pay when the same is due and payable, any
Rent, any additional Rent, or any other sum due hereunder, such unpaid amount
shall bear interest from the due date thereof to the date of payment at the
highest nonusuruious rate permitted by applicable law.

(j)      The rental rate was computed on a monthly rental rate and not price
per square foot.  Accordingly, any divergence or discrepancy in square footage
shall not alter the monthly rental rate as set forth in this lease agreement.

(k)      Landlord does not in any way or for any purpose become a partner of
Tenant in the conduct of its business or otherwise nor a member of a joint
venture with Tenant.

(l)      Tenant shall not record this Lease without the prior written consent
of Landlord.  However upon the request of either party hereof, the other party
shall join in the execution of a memorandum or so-called "short-form" of this
Lease for the purposes of recordation.

(m)      Time is of the essence in the performances of all the covenants,
conditions, and agreements contained in this Lease.

(n)      Any duty, obligation, or debt and any right or remedy arising
hereunder and not otherwise consummated and/or extinguished by the express
terms hereof as or as of the time of termination of this Lease, whether at the
end of the term hereof or other-wise, shall survive such termination as
continuing duties, obligations, and debts of the obligated party to the then or
continuing rights and remedies of the benefited party against the other.

(o)      This Agreement may be executed in one or more counterparts, each of
which counterparts shall for all purposes be deemed to have been an original;
but all such counterparts together shall constitute but one instrument.

(p)      Attached hereto, marked Exhibit "A" through Exhibit "C", are certain
exhibits to this Lease all of which are hereby incorporated herein by
reference.





                                      -20-
<PAGE>   21
                                  40.  Notice:

(a)      All Rent and other payments required to be made by Tenant shall be
payable to Landlord at the address set forth below or any other address
Landlord may specify from time to time by written notice.

(b)      All payments, if any, required to be made by Landlord to Tenant shall
be payable to tenant at the address set forth below or at any other address
within the United States as Tenant may specify from time to time by written
notice.

(c)      Any notice or document required or permitted to be delivered by this
Lease shall be deemed to be delivered (whether or not actually received) when
deposited in the United States Mail, postage prepaid, certified mail, or return
receipt requested, addressed to the parties at the respective addresses set out
below or such other address as hereinafter specified by notice given in
accordance with this paragraph.

                                41.  Remodeling:

Tenant has requested remodeling in the subject premises as set forth below and
Tenant is accepting premises in an "as-is condition excepting those changes set
forth on the architectural drawing labeled Exhibit B hereafter set forth on
Page Twenty-Two of this lease agreement.

Additions or modifications over and above the specific line items being
accomplished (if any) on Exhibit B) by Landlord directed by Tenant without
written authorization from Landlord shall be at Tenant's expense.

Landlord:                                  Tenant:
                                           
DataVest Management, L.L.C.                Emergency Occupational Physicians
Agent for Westwood Crown Partners, Ltd     Services, Inc. dba The Company Doctor
3340 Amherst Avenue                        5215 North O'Connor, Suite 1800
Dallas, Texas 75225                        Irving, Texas 75039
Fax Number 214-369-9982                    Fax Number 972-401-0839
Telephone 214-750-7272                     Telephone     972-401-8300
                                           
Attention:                                 [Fred Parrish]
                                           
                                           
Landlord:                                  Tenant:
                                           
DataVest Management, L.L.C. As Agent       Emergency Occupational Physicians 
Westwood Crown Partners, Ltd               Services, Inc. d.b.a. The Company 
                                           Doctor dba The Company Doctor

By:  Texporters I-T, Inc. (Corporate General Partner)

By:  /s/ BRUCE MARSHALL                    By: /s/ Fred Parrish
D. Bruce Marshall, Vice President          Fred Parrish, COO


Date of Execution:                         Date of Execution: 10/25/97





                                      -21-