<PAGE>   1
                                                                  EXHIBIT 10.3.9




                               LEASE AGREEMENT

ARTICLE ONE:    BASIC TERMS

1.01    DATE OF LEASE:   April 1, 1996

1.02    LANDLORD:        HCT Management & Ventures Company
                         4916 Camp Bowie Boulevard    Ft. Worth, TX  76107

1.03    TENANT:          The Company Doctor
                         8585 Stemmons Frwy  Suite 107N    Dallas, TX  75247

1.04    PROPERTY:        Approximately 4,385 square feet of space situated at
                       
                         4775 South Frwy  (street address)
                         Ft. Worth, TX 76115 Tarrant County, Texas

        Legal Description:   Lot 2, Block 24, Southland Terrace, Fifth

1.05    LEASE TERM:  60 months, commencing on the 1st day of May, 1996,
        and ending on the 31st day of March, 2001

1.06    RENT:  Four Thousand nineteen and 58/100 Dollars ($4019.58) per month 
               beginning on the Commencement Date through March 31, 2001.

               ___________________________________________ Dollars ($__________)
               per month beginning _________, 19   through ____________________.

               ___________________________________________ Dollars ($__________)
               per month beginning _________, 19   through ____________________.

1.07    SECURITY DEPOSIT

        (See Section 3.03):  n/a _______________________________________ Dollars
        ($                ).  (If none, so state)

1.08    LAST MONTH'S RENT PAYABLE IN ADVANCE: __________________________ Dollars
        ($                ).  (If none, so state)

1.09    PERMITTED USE (See Section 4.01):  Medical Facility

1.10    BASE YEAR FOR TAXES (See Section 11.02):

1.11    RENT TO BE PAID TO:  HCT Management & Ventures Company
        Address:  4916 Camp Bowie Boulevard    Fort Worth, TX  76107

1.12    LATE CHARGE (See Section 3.02):  Twenty Dollars $20.00).  
        (If none, so state)

ARTICLE TWO:    LEASE AND LEASE TERM

2.01    Lease of Property. Landlord hereby leases the Property to Tenant and
Tenant hereby leases the Property from Landlord for the Lease Term stated in
Section 1.05. As used herein, the "Commencement Date" shall be the date
specified in Section 1.05 for the beginning of the Lease Term.

2.02    Early Occupancy. If Tenant occupies the Property prior to the
Commencement Date, Tenant's occupancy of the Property shall be subject to all
the provisions of this Lease. Early occupancy of the Property shall not advance
the expiration date of this Lease.

2.03    Holding Over. Tenant shall vacate the Property upon the expiration or
earlier termination of this Lease. Tenant shall reimburse Landlord for and
indemnify Landlord against all damages incurred by Landlord from any delay by
Tenant in vacating the Property. If Tenant does not vacate the Property upon
the Expiration or earlier termination of this Lease, Tenant's occupancy of the
Property shall be a "month-to-month" tenancy, subject to all the terms and
provisions applicable to a month-to-month tenancy, except that the rent then in
effect shall be increased by fifty percent (50%).

        Notwithstanding anything contained herein to the contrary, in the event
that the premises are not delivered to Tenant by Landlord on or before the
Commencement Date for the purposes of Tenant's occupancy, Tenant shall only be
required to pay Rent herein for the number of days during the first month on
the Term acctually occupied by Tenant, which Rent shall be calculated using a
daily rate of $133.99.


<PAGE>   2

ARTICLE THREE:    RENT AND SECURITY DEPOSIT

3.01    Rent.  Tenant agrees to pay rent for the Property at the rate specified
in Section 1.06. Tenant shall pay the rent for the first and last (if
applicable under Section 1.08) months of the Lease Term upon the execution of
this Lease. One monthly rental installment shall be due and payable on or
before the same day of the second calendar month of the Lease Term as the
Commencement Date, and a like monthly installment shall be due and payable on
or before the same day of each succeeding calendar month during the Lease Term.
All rent shall be paid to the party designated in Section 1.11 at the
address stated herein for such party.

3.02    Late Charge.  If any rent due hereunder is not received within five (5)
days after its due date, Tenant shall pay the party named in Section 1.11 above
a late charge equal to the sum stated in Section 1.12 above for each day from
its due date until such delinquent sum is received. The parties agree that such
late charge represents a fair and reasonable estimate of the costs Landlord
will incur by reason of such late payment.

3.03    Security Deposit. Upon execution hereof, Tenant shall deposit with
the party named in Section 1.11 above a cash Security Deposit in the sum stated
in Section 1.07. Landlord may apply all or part of the Security Deposit to any
unpaid rent or other charges due from Tenant or to cure any other defaults of
Tenant. No interest shall be paid on the Security Deposit. Landlord shall not
be required to keep the Security Deposit separate from its other accounts and
no trust relationship is created with respect to the Security Deposit. Upon any
termination of the Lease not resulting from Tenant's default, and after tenant
has vacated the Property in the manner required by this Lease, Landlord shall
refund the unused portion of the Security Deposit to Tenant.

ARTICLE FOUR:    USE OF PROPERTY

4.01    Permitted Use.  Tenant may use the Property only for Permitted Use
stated in Section 1.09.

4.02    Compliance with Law.  Tenant shall comply with all governmental laws,
ordinances and regulations applicable to the use of the Property, and shall
promptly comply with all governmental orders and directives for the
correction, prevention and abatement of nuisances on or upon or connected with
the Property, all at Tenant's sole expense.

4.03    Signs.  Without the prior written consent of Landlord, Tenant shall not
place or affix any signs or other objects upon or to the Property, including
by not limited to the roof or exterior walls of the building or other 
improvements thereon, or paint or otherwise deface said exterior walls. Any
signs installed by Tenant shall conform with applicable laws and deed and other
restrictions. Tenant shall remove all signs at the termination of this Lease
and shall repair any damage and close any holes caused or revealed by such
removal.

4.04    Utilities.  Tenant shall pay the cost of all utility services,
including but not limited to initial connection charges, all charges for gas,
water and electricity used on the Property, and for all electric lights, lamps
and tubes.

4.05    Landlord's Access.  Landlord and its authorized agents shall have the
right, during normal business hours, to enter the property and any buildings
and other improvements thereon to view, inspect, repair or show the Property. 
Landlord shall attempt to advise Tenant of the intent of Landlord or its 
authorized agents to enter the Property.

4.06    Interruption of Service.  Interruption or curtailment of services
furnished to the Property, if caused by strikes, mechanical difficulties, or
any cause beyond Landlord's control, whether similar or dissimilar to those
enumerated, shall not entitle Tenant to any claim against Landlord or to any
abatement in rent, nor shall the same constitute constructive or partial
eviction, unless Landlord fails to take such measures as may be reasonable in
the circumstances to restore the service without undue delay. If the premises
are rendered untenantable in whole or in part for fifteen (15) business days
because of such interruption or curtailment of services (other than caused by
any act or omission of Tenant or its invitees, employees or customers) there
shall be a proportionate abatement of rent during the period of such
untenantability.

4.07    Exemptions from Liability.  Landlord shall not be liable for any damage
or injury to the person, business (or any loss of income therefrom) goods,
wares, merchandise or other property of Tenant, Tenant's employees, invitees,
customers or any other person in or about the Property, whether such damage or
injury is caused by or results from: (a) fire, steam, electricity, water, gas,
or rain; (b) the breakage, leakage, obstruction or other defects of pipes,
sprinklers, wires, appliances, plumbing, air conditioning or lighting
fixtures or any other cause; (c) conditions arising on or about the Property or
upon other portions of any building of which the Property is a part, or from
other sources or places; or (d) any Act or omission of any other tenant of any
building of which the Property is a part. Landlord shall not be liable for any
such damage or injury even though the cause of or the means of repairing such
damage or injury are not accessible to Tenant. The provisions of this Section
4.07 shall not, however, exempt Landlord from liability for Landlord's gross
negligence or willful misconduct.


<PAGE>   3
ARTICLE FIVE: MAINTENANCE, REPAIRS AND ALTERATIONS                             
                                                                               
5.01     Acceptance of Premises. Tenant acknowledges that Tenant has fully     
inspected the Property. Tenant hereby accepts the Property and the buildings   
and improvements situated thereon, as suitable for the purpose for which the   
same are leased, in their present condition (including all later or            
environmental defects or risks), with such changes therein as may be caused by 
reasonable deterioration between the date hereof and the Commencement Date;    
provided that Landlord agrees to (a) repair promptly any presently installed   
plumbing, plumbing fixtures, electrical wiring, lighting fixtures, air         
conditioning or heating equipment or doors that are not in good working        
condition on the Commencement Date of which Tenant delivers written notice to  
Landlord within thirty days after the Commencement Date. Landlord expressly    
disclaims and Tenant waives any and all warranties including the warranty of   
suitability, representations and obligations of Landlord or Landlord's agents  
that are not expressly stated herein. Subject to the improvements to be
constructed by the Lessor as shown on the plans attached - Exhibit B (Plans).

5.02     Maintenance and Repairs by Landlord. Landlord shall at its expense
maintain only the roof, foundation, underground pipes, all outside plumbing and
the structural soundness of the exterior wall (excluding all windows, window
glass, plate glass, and all doors) of the improvements on the property in good
repair and condition, except for reasonable wear and tear and any damage caused
by the act or omission of Tenant, or Tenant's invitees, employees or customers.
Tenant shall give immediate written notice to Landlord of the need for repairs
or corrections and landlord shall proceed promptly to make such repairs or
corrections.

5.03     Maintenance and Repairs by Tenant. Tenant shall at its expense and
risk maintain all other parts of the improvements on the Property in good
repair and condition, including but not limited to repairs (including all
necessary replacements) to the interior plumbing, windows, window glass, plate
glass, doors, heating system, air conditioning equipment,fire protection
sprinkler system, elevators, and the interior of the said improvements in
general; and including the reasonable care of landscaping and regular mowing of
the grass, and maintenance of the paving outside of the improvements and any
railroad siding. Provided, however, that if Tenant occupies a portion of a
multitenant building, then Tenant shall not have to maintain the landscaping,
grass areas, outside paving or railroad siding, if any. In the event Tenant
should neglect reasonably to maintain the demised premises, landlord shall have
the right (but not the obligation) to cause repairs or corrections to be made
and any reasonable costs therefor shall be payable by Tenant to Landlord as
additional rental on the next rental payment due date. Upon termination of this
Lease, Tenant shall deliver up the Property in good repair and condition,
reasonable wear and tear, and damage by fire, windstorms or other casualty
excepted. Tenant shall repair any damage caused by Tenant's act or omission, or
the act or omission of Tenant's invitees, employees or customers.

5.04     Alterations. Tenant shall not create any openings in the roof or
exterior wall, or make any alterations, additions or improvements to the
Property without the prior written consent of landlord. Consent to
nonstructural alterations, additions or improvements shall not be unreasonably
withheld by landlord. Tenant shall have the right to erect or install shelves,
bin, machinery, air conditioning or heating equipment and trade fixtures,
provided that Tenant complies with all applicable governmental laws, ordinances
and regulations. At the expiration or termination of this Lease, Tenant shall,
subject to the restrictions of Section 5.05 below, have the right to remove
such items so installed by it, provided Tenant is not in default at the time of
such removal and provided further that Tenant shall, at the time of removal of
such items, repair in a good and workmanlike manner any damage caused by
installation or removal thereof. Tenant shall pay for all costs incurred or
arising out of alterations, additions or improvements in or to the property and
shall not permit a mechanic's or materialman's lien to be asserted against the
Property.

5.05     Condition Upon Termination. Upon the termination of this Lease, Tenant
shall surrender the Property to Landlord, broom clean and in the same condition
as received except for ordinary wear and tear which Tenant was not otherwise
obligated to remedy under any provision of this Lease. However, Tenant shall
not be obligated to repair any damage which Landlord is required to repair under
Article Five. In addition, landlord may require Tenant to remove any
alterations, additions or improvements (whether or not made with Landlord's
consent) prior to the termination of this Lease and to restore the Property to
its prior condition, all at Tenant's expense. All alterations, additions and
improvements which Landlord has not required Tenant to remove shall become
Landlord's property and shall be surrendered to Landlord upon the termination
of this Lease. In no event, however, shall Tenant remove any of the following
materials or equipment without landlord's prior written consent: any power
wiring or power panels; lighting or lighting fixtures; wall coverings; drapes;
blinds or other window coverings; carpets or other floor coverings; heaters;
air conditioners or any other heating or air conditioning equipment; fencing or
security gates, or other similar building operation equipment and decorations.

ARTICLE SIX: INSURANCE AND INDEMNITY

6.01     Property Insurance. Tenant shall not keep anything upon the property,
or do anything in or above Property except the usage specified herein, which
will increase the rates for fire and standard extended coverage insurance upon
the building or buildings

<PAGE>   4
which are a part of the Property. Tenant agrees to pay on demand any increase
in insurance premiums that may be charged to Landlord during the term of this
Lease resulting from a deviation from the usage specified herein or from any
other cause within Tenant's control. Tenant shall be responsible for
maintaining insurance on Tenant's equipment and other personal property located
on the Property.

6.02    Liability Insurance.  During the Lease Term, Tenant shall maintain a
policy of comprehensive public liability insurance, at Tenant's expense,
insuring Landlord against liability arising out of the ownership, use occupancy
or maintenance of the Property. The initial amount of such insurance shall be
at least $1,000,000.00. Such policy shall contain a provision which prohibits
cancellation or modification of the policy except upon thirty (30) days prior
written notice to Landlord. Tenant shall deliver a copy of such policy or
certificate (or a renuewal thereof) to Landlord prior to the Commencement Date
and prior to the expiration of any such policy during the Lease Term. If Tenant
fails to maintain such policy, Landlord may elect to maintain such insurance at
Tenant's expense.

6.03    Indemnify.  Tenant hereby agrees to indemnify Landlord and hold it
harmless from any loss, expense or claims arising out of any injury to persons
or damage to property on or about the Propery or any adjacent area owned by
Landlord caused by the negligence or misconduct of Tenant, its employees,
subtenants, licensees or concessionaires or any other person entering the
property under express or implied invitation of Tenant, or arising out of the
use of the Property by Tenant and the conduct of its business therein, or
arising out of any breach or default by Tenant in the performance of its
obligations hereunder. Tenant shall not be liable for any injury or damage
caused by the negligence or misconduct of Landlord, or its employees or agents,
and Landlord agrees to indemnify Tenant and hold it harmless from any loss,
expense or damage arising out of such damage or injury.

6.04    Waiver of Subrogation.  Landlord and Tenant each hereby waive any and
all rights of recovery against the other, or against the officers, employees,
agents or representatives of the other, for loss of or damage to its property,
or the property of others under its control, if such loss or damage is covered
by any insurance policy in force (whether or not described in this Lease) at
the time of such loss or damage; provided, however, such waiver is made only
on the condition that it does not adversely affect the right of the insured to
recover under the applicable insurance policy or policies. Upon obtaining the
policies of insurance described in this Lease, Landlord and Tenant shall give
notice to the insurance carrier or carriers of the foregoing mutual waiver of
subrogation and shall cause such insurance policies to be properly endorsed, if
necessary, to prevent the invalidation of the insurance coveage by reason of
such mutual waiver.

ARTICLE SEVEN:    ASSIGNMENT AND SUBLETTING

Tenant shall not assign this agreement or sublet the premises, or any part
thereof without the consent of the Landlord in writing, which consent Landlord
agrees it will not unreasonably withhold, but no assignment or subletting shall
release Tenant from any obligations hereunder.

ARTICLE EIGHT:    DAMAGE OR DESTRUCTION

In the event the building or other improvement situated on the Property are
partially damaged or destroyed or rendered partially unfit for occupancy by
fire or other casualty, Tenant shall give immediate notice to Landlord.
Landlord may repair the damage and restore such building or other improvements
to substantially the same condition as immediately prior to the occurrence of
the casualty.  Such repairs shall be made at Landlord's expense unless due to
the act or omission of Tenant or Tenant's invitees, employees or customers. 
Landlord shall allow Tenant a fair reduction of rent during the time such
building or other improvements are partially unfit for occupancy.  If the
building or other improvements situated on the Property are totally destroyed
or deemed by Landlord to be rendered unfit for occupancy by fire or other
casualty, or if Landlord shall decide not to repair or rebuild, this Lease
shall terminate and the rent shall be paid to the date of such casualty.

ARTICLE NINE:    DEFAULT AND REMEDIES

9.01    Default.  The following events shall be deemed to be events of default
under this lease:

    a.  Failure of Tenant to pay any installment of the rent or other sum
    payable to Landlord hereunder on the date that same is due and such failure
    shall continue for a period of five (5) days;

    b.  Failure of Tenant to comply with any term, condition or covenant of
    this Lease, other than the payment of rent or other sum or money, and such
    failure shall not be cured within thirty (30) days after written notice
    thereof to Tenant;

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

    d.  Abandonment by Tenant of any substantial portion of the Property or
    cessation of the use of the Property for the purpose leased.

<PAGE>   5
9.02        Remedies. Upon the occurrence of any of the events of default
       listed in Section 9.01, Landlord shall have the option to pursue any one
       or more of the following remedies without any notice or demand
       whatsoever;

       a.   Terminate this Lease, in which event Tenant shall immediately
       surrender the Property to Landlord. If tenant fails to so surrender such
       premises, Landlord may, without prejudice to any other remedy which it
       may have for possession of the Property or arrearages in rent, enter
       upon and take possession of the Property and expel or remove Tenant and
       any other person who may be occupying such premises or any part thereof.
       Landlord may hold Tenant liable for all rent nad other indebtedness
       accrued to the date of such termination, plus, as liquidated damages and
       not as a penalty, an amount equal to the then present value of rent
       provided for hereunder for the remaining portion of the Lease Term (had
       this Lease not been terminated) using a ten (10%) percent value discount
       factor. In the event Landlord elects to terminate this Lease by reason of
       an event of default, in lieu of recovering from Tenant under the
       preceding sentence, Landlord may hold Tenant liable for the amount of
       all loss and damage which Landlord may suffer by reason of such
       termination, whether through inability to relet the Property on
       stisfactory terms or otherwise.

       b.   Enter upon and take possession of the Property without terminating
       this Lease, and expel or remove Tenant and any other person who may be
       occupying such premises or any part thereof. Landlord may relet the
       Property and receive the rent therefor. Tenant agrees to pay to Landlord
       monthly or on demand from time to time any deficiency that may arise by
       reason of any such reletting. In determining the amount of such
       deficiency, the brokerage commission, attorneys fees, remodeling
       expenses and other costs of reletting shall be subtracted from the
       amount of rent received under such reletting.

       c.   Enter upon the Property without terminating the Lease, and do
       whatever Tenant is obligated to do under the terms of this Lease. Tenant
       agrees to pay Landlord on demand for expenses which Landlord may incur
       in thus effecting compliance with Tenant's obligations under this Lease,
       together with interest thereon at the rate of twelve (12%) percent per
       annum from the date expended until paid. Landlord shall not be liable
       for any damages resulting to Tenant from such action, whether caused by
       negligence of Landlord or otherwise.

       d.   Tenant is presumed to have abandoned the property if Tenant's
       goods, equipment, or other property are removed from the Property in an
       amount substantial enough to indicate a probable intent to abandon the
       Property and such removal is not within the normal course of Tenant's
       business. In the event that Tenant is presumed to have abandoned the
       property, landlord may remove and store any property of Tenant that
       remains on the Property. Landlord may store such property at any
       location satisfactory to landlord. Landlord may dispose of such stored
       property after the expiration of sixty (60) days from the date such
       property is so stored. Landlord shall deliver by certified mail to
       Tenanat at Tenant's last known address as shown by Landlord's records a
       notice stating that Landlord may dispose of Tenant's property if Tenant
       does not claim the same within sixty (60) days after the date the
       property was stored.

       e.   In the event Tenant is in default under this Lease by reason of
       Tenant's failure to pay rent as set forth above, then Landlord may, at
       Landlord's option, change all door locks and leave a written notice on a
       door to Tenant's leased premises stating the name and address or
       telephone number of the individual from whom a new can be obtained
       during Tenant's regular business hours, which are defined for this
       purpose as being from 9:00 a.m. and 5:00 p.m. on Monday through Friday
       of each week. Tenant hereby waives the three (3) days written notice to
       vacate required by Texas property Code Section 24.005 and agrees that
       one (1) day written notice to vacate is sufficient for purposes of Texas
       Property Code Section 24.005 and the filing of a Forcible Entry and
       Detainer lawsuit.

       Upon the occurrence of any of such events of default, Landlord may enter
       upon and take possession of the Property by force, if necessary, without
       being liable for prosecution of any claim for damages therefor. Pursuit
       of any of the foregoing remedies shall not preclude pursuit of any of
       the other remedies herein provided or any other remedies provided by
       law, nor shall pursuit of any remedy herein provided constitute a
       foreiture or waiver of any rent due to Landlord hereunder or of any
       damages accruing to Landlord by reason of the violation of any of the
       terms, conditions and covenants herein contained.

ARTICLE TEN:    CONDEMNATION

Landlord shall notify Tenant if Landlord receives notice of any potential
condemnation of the Property or portion thereof. If all or any portion of the
Property is taken under the power of eminent domain or sold under the threat of
that power (all of which are called "Condemnation"), this Lease shall terminate
as to the part taken or sold on the date the condemning authority takes title
or possession, whichever occurs first. If more than 20 percent (20%) of the
floor area of the building in which the Property is located, or which is
located on the Property, is taken, either Landlord or Tenant may terminate this
Lease as of the date the condemning authority takes title or possession, by
delivering written notice to the other within ten (10) days after receipt of
written notice of such taking (or in the absence of such notice, within ten
(10) days after the condemning authority takes possession). If neither Landlord
nor Tenant terminates this Lease, this Lease shall remain in effect as to the
portion of the Property not taken except that the rent shall
<PAGE>   6
be reduced in proportion to the reduction in floor area of the Property. Any
Condemnation award or payment shall be distributed in the following order: (a)
first, to any ground Lessor, mortgagee or beneficiary under a deed of trust
encumbering the Property, the amount of its interest in the Property; (b)
second, to Tenant, only the amount of any award specifically designated for
loss of or damage to Tenant's trade fixtures or removable personal property;
and (c) third, to Landlord, the remainder of such award, whether as
compensation for reduction in the value of the leasehold, the taking of the
fee, or otherwise. If this Lease is not terminated, Landlord shall repair any
damage to the Property caused by the Condemnation, except that Landlord shall
not be obligated to repair any damage for which Tenant has been reimbursed by
the condemning authority. If the severance damages received by Landlord are
not sufficient to pay for such repair, Landlord shall have the right to either
terminate this Lease or make such repair at Landlord's expense.

ARTICLE ELEVEN:  TAXES

11.01    Payment by Landlord. Landlord shall pay the real estate taxes on the
Property during the Lease Term.

11.02    Payment by Tenant. Tenant shall pay the party named in Section 1.11
above, as additional rental, the excess, if any, of the real estate taxes on
the Property for any year during the Lease Term over the real estate taxes on
the Property for the base year stated in Section 1.10. Tenant shall make such
payment within fifteen (15) days after receipt of a statement showing the
amount and computation of such increase. Tenant shall be responsible for the
pro-rata portion of such additional rental for any fractional part of a year
preceding the end of the Lease Term, which prorated sum shall be due and
payable upon the termination of this Lease. If the termination of this Lease
occurs before the tax rate is fixed for the particular year, the proration
shall be upon the basis of the tax rate for the preceding year applied to the
latest assessed valuation, and notwithstanding the termination of this Lease,
any difference in the actual real estate taxes for such year shall be adjusted
between the parties upon receipt of written evidence of the payment thereof.

11.03    Joint Assessment. If the Property is not separately assessed, Tenant's
share of the real estate taxes payable by Tenant under Section 11.02 shall be
determined from reasonably available information. Landlord shall make a
resonable determination of Tenant's proportionate share of such real estate
taxes and Tenant shall pay such share to Landlord within fifteen (15) days
after receipt of Landlord's written statement.

11.04    Contest by Tenant. Tenant may, at its own expense, contest any tax or
assessment for which Tenant may be wholly or partially responsible. Except as
hereinafter provided, Tenant need not pay the tax, assessment or charge during
the pendency of the contest and Tenant may prevent Landlord from paying any
tax, assessment or charge that Tenant is contesting pursuant to this Section
11.04, pending any resolution of the contest, by depositing with Landlord,
before such tax, assessment or charge becomes delinquent, Tenant's portion of
the full amount of the tax or assessment, plus the full amount of any penalty
that might be imposed for failure to make timely payment and six (6) months of
interest at the rate imposed by the entity levying the tax assessment. Upon
final resolution of the tax or assessment contest, Landlord may use the money
deposited by Tenant to pay Tenant's portion of any tax or assessment, plus the
full amount of any penalty or interest, due under the final resolution, and
Tenant shall receive the balance of the deposit, if any. If the deposit is
insufficient to pay those amounts, Tenant must immediately pay such
insufficiency to Landlord. Notwithstanding the foregoing, Landlord may pay, or
require Tenant to pay, any tax assessment or charge, or any portion thereof,
for which Tenant is responsible under this Article Eleven, pending resolution
of Tenant's contest of the tax, assessment or charge, if payment is demanded by
a holder of a mortgage on the Property, or if failure to pay will subject all
or part of the Property to forfeiture or loss. Landlord reserves the right to
contest any tax, assessment or charge on the Property.

ARTICLE TWLEVE: LANDLORD'S LIEN

In addition to the statutory landlord's lien, Tenant hereby grants to Landlord
a security interest to secure payment of all rent and other sums of money
becoming due hereunder from Tenant, upon all goods, wares, equipment, fixtures,
furniture and other personal property of Tenant situated in or upon the
Property, together with the proceeds from the sale or lease thereof. Such
property shall not be removed without the consent of Landlord until all
arrearages in rent and other sums of money then due to Landlord hereunder shall
first have been paid and discharged. Upon request by Landlord, Tenant agrees to
execute and deliver to Landlord a financing statement in form sufficient to
perfect the security interest of Landlord in the aforementioned property and
proceeds thereof under the provisions of the Uniform Commercial Code in force
in the State of Texas.

ARTICLE THIRTEEN: SUBORDINATION, ATTORNMENT AND NON-DISTURBANCE

13.01    Subordination. Landlord shall have the right to subordinate this Lease
to any ground Lease, dead of trust or mortgage encumbering the Property, and
advances made on the security thereof and any renewals, modifications,
consolidations, replacements or extensions thereof, whenever made or recorded.
However, Tenant's right to quiet possession of the Property during the Lease
Term shall not be disturbed if Tenant pays the

<PAGE>   7
respective heirs, representatives, successors and permitted assigns, except as
otherwise herein expressly provided. All rights, powers, privileges, immunities
and duties of Landlord under this Lease, including but not limited to any
notices required or permitted to be delivered by Landlord to Tenant hereunder,
may, at Landlord's option, be exercised or performed by Landlord's agent or
attorney.

14.09    Notices. Any notice or document required or permitted to be delivered
hereunder shall be deemed to be delivered whether actually received or not when
deposited in the United States Mail, postage prepaid, registered or certified
mail, return receipt requested, addressed to parties hereto at the respective
addresses stated herein, or at such other address as they have theretofore
specified by written notice delivered in accordance herewith. Notices to Tenant
shall be delivered to the address specified on the signature page hereof,
except that, upon Tenant's taking possession of the Property, the Property
address shall be Tenant's address for notice purposes.

14.10    Force Majeure. In the event performance by Landlord of any term,
condition or covenant in this Lease is delayed or prevented by any Act of God,
strike, lockout, shortage of material or labor, restriction by any governmental
authority, civil riot, flood or any other cause not within the control of
Landlord, the period of performance of such term, condition or covenant shall
be extended for a period equal to the period Landlord is so delayed or
hindered.

14.11    Attorney Fees. If on account of any breach or default of any party
hereto in its obligations to any other party hereto (including but not limited
to the Principal Realtor, it shall become necessary for the non-defaulting
party to employ an attorney to enforce or defend any of its rights or remedies
hereunder, the defaulting party agrees to pay the non-defaulting party its
reasonable attorneys' fees, whether or not suit is instituted in connection
therewith.

14.12    Landlord's Work. Prior to the Commencement Date, Landlord shall
perform the following work at Landlord's sole expense:

         - Clean all the carpet in Premises.
         - Replace carpet in hallway in Premises.
         - Remove the wall in Premises as previously agreed.
         - Touch up paint and replace ceiling tiles as necessary throughout the
           Premises.
         - Modify exterior signage of Building to identify The Company Doctor.
         - Will be responsible for trimming the bushes and cutting the grass on
           the outside of Premises.


EXECUTED as of the date stated in Section 1.01 above,

LANDLORD                                TENANT

HCT Management & Ventures Company       The Company Doctor
---------------------------------       ---------------------------------------

By: /s/ V.W. YOUNG, JR.                 By: /s/ DONALD F. ANGL, MD
    -------------------------------         -----------------------------------

Title:                                  Title:   President
      -----------------------------           ---------------------------------

Address: 4916 Camp Bowie Boulevard      Address: 8585 Stemmons Frwy Ste 107N
        ---------------------------              ------------------------------

         Fort Worth, TX 76107                    Dallas, TX 75247
-----------------------------------     ---------------------------------------


-----------------------------------     ---------------------------------------
Date of execution by Landlord           Date of execution by Tenant