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                                                                   EXHIBIT 10.15

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                                           2914 TAYLOR STREET REAL ESTATE LEASE AGREEMENT
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                                                         TENANT INFORMATION
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TENANT'S NAME: AUDIONET, INC.                                      TYPE OF ENTITY: DELAWARE CORPORATION 
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REPRESENTATIVE NAME: DAN STRICKFADEN                               PRINCIPAL PLACE OF BUSINESS: DALLAS, TEXAS
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ADDRESS: 2914 TAYLOR STREET, DALLAS, TEXAS 75226                   TAX I.D. #:
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REGISTERED AGENT NAME AND ADDRESS:                                 PHONE:   (214) 748-6660
                                                                   FAX:     (214) 748-6657
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                                                        LANDLORD INFORMATION
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LANDLORD'S NAMES: GEORGE W. LOLLIS AND DAISY LOLLIS                RELATIONSHIP TO EACH OTHER: MOTHER AND SON HOLDING THE 
                                                                   PREMISES JOINTLY
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HOME ADDRESS OF GEORGE W. LOLLIS AND ADDRESS FOR PAYMENT           DAY PHONE: (972) 661-1131 OR (214) 750-2005 PAGER AND 
OF RENT: 6103 SHADY CLIFF, DALLAS, TX 75240                        VOICEMAIL: (214) 626-6500
                                                                   HOME PHONE: (214) 523-7717
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                                                 BASIC LEASE AGREEMENT INFORMATION
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EFFECTIVE DATE: DECEMBER 2, 1996                                   COMMENCEMENT DATE: THE EARLIER OF FEBRUARY 1, 1997, OR
                                                                   COMPLETION OF IMPROVEMENTS BY TENANT AS DESCRIBED HEREIN.
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INITIAL BASIC MONTHLY RENT: $3,920                                 LEASE TYPE: "TRIPLE NET" - TENANT PAYS INSURANCE, TAXES, 
                                                                   UTILITIES, AND MOST REPAIRS
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PREMISES: ALL OF THE LAND AND IMPROVEMENTS RELATING TO 2914        LEASE TERM: 5 YEARS, WITH OPTIONS TO EXTEND THREE (3) FIVE (5) 
TAYLOR STREET, DALLAS COUNTY, DALLAS, TEXAS 75226 AS FURTHER       YEAR TERMS AS PROVIDED HEREIN.
DEFINED HEREIN.
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PERMITTED USE OF PREMISES: TENANT MAY USE THE PREMISES FOR ANY     INSURANCE CARRIER, POLICY NUMBER,   AMOUNTS TENDERED WITH
LAWFUL USE OR PURPOSE, EXCLUDING, HOWEVER, USE AS A                AND COVERAGE DATE WITH THE          AGREEMENT:
RESTAURANT, A RETAIL STORE, OR MANUFACTURING PLANT.                FOLLOWING MINIMUM AMOUNTS:
                                                                   DEATH/BODILY INJURY:   $1,000,000   SECURITY DEPOSIT:   $7,840
                                                                   REAL PROPERTY:         $2,000,000   FIRST MONTH'S RENT: $3,920
                                                                   NAME::
                                                                   POLICY NUMBER:
                                                                   EFFECTIVE DATE OF COVERAGE:
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EACH PARTY ACKNOWLEDGES THAT THEY HAVE READ AND UNDERSTAND THIS AGREEMENT, INCLUDING THE ADDENDUM, AND ALL EXHIBITS, IF ANY. EACH
PARTY ACKNOWLEDGES THAT EXCEPT AS OTHERWISE EXPLICITLY CONTAINED IN THIS AGREEMENT, THERE IS NO REPRESENTATION AND WARRANTY,
WRITTEN OR ORAL, DIRECT OR INDIRECT, MADE IN CONNECTION WITH OR PRIOR TO THIS AGREEMENT AS AN INDUCEMENT TO ENTER INTO THIS
AGREEMENT. THE BALANCE OF THIS AGREEMENT FOLLOWS THIS SIGNATURE AND COVER SHEET. THIS AGREEMENT IS SIGNED AND DELIVERED AS OF THE
EFFECTIVE DATE.
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TENANT NAME, TITLE, AND SIGNATURE:                                 GEORGE W. LOLLIS.

TODD R. WAGNER, CEO  /s/ TODD  WAGNER                              /s/ GEORGE W. LOLLIS 
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THIS INSTRUMENT WAS ACKNOWLEDGED BEFORE ME ON DECEMBER 3,          THIS INSTRUMENT WAS ACKNOWLEDGED BEFORE ME ON DECEMBER 2, 
1996, BY TODD R. WAGNER, CEO.                                      1996, BY GEORGE W. LOLLIS.

[SEAL] /s/ CAROL J. COX                                            [SEAL] /s/ SUE BUTLER
NOTARY PUBLIC, STATE OF TEXAS AND COUNTY OF DALLAS                 NOTARY PUBLIC, STATE OF TEXAS AND COUNTY OF DALLAS
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DAISY O. LOLLIS:                                                   THIS INSTRUMENT WAS ACKNOWLEDGED BEFORE ME ON DECEMBER 2,
                                                                   1996, BY DAISY O. LOLLIS.
/s/ DAISY O. LOLLIS
                                                                   [SEAL] /s/ SUE BUTLER
                                                                   NOTARY PUBLIC, STATE OF TEXAS AND COUNTY OF DALLAS     
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2914 TAYLOR STREET REAL ESTATE LEASE AGREEMENT                                                                        PAGE 1 OF 9
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            TERMS OF 2914 TAYLOR STREET REAL ESTATE LEASE AGREEMENT
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         NOW THEREFORE, as of the Effective Date, for good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
Landlord and Tenant agree as follows:

1.       DEFINITION OF TERMS: The terms used in this Lease are described on
         page 1, and/or are defined as follows:

         a.      Commencement Date - that date indicated on page 1.

         b.      consent - any approval or consent required or permitted in
                 this Lease shall be in writing, in advance of the requested
                 act, and said consent shall not, unless it is expressly stated
                 to the contrary, be unreasonably withheld or delayed.

         c.      Effective Date - that date indicated on page 1.

         d.      Landlord - George W. Lollis, and Daisy O. Lollis, and their
                 successors and/or assigns.

         e.      Lease - this 2914 TAYLOR STREET REAL ESTATE LEASE AGREEMENT
                 between Landlord and Tenant, and the Addendum attached to this
                 Lease.

         f.      Lease Term - that period of time from the Commencement Date to
                 the Termination Date as indicated on page 1, and as further
                 modified, expanded, and limited herein.

         g.      notice - any notice required or permitted in this Lease, or
                 service of process, shall be in writing and may be given by
                 personal service, confirmed received telefaxes, or by
                 depositing same in the United States mail, postage prepaid,
                 certified, return receipt requested to the address of the
                 party receiving notice as appears on the page 1 of this Lease,
                 or as changed through notice to the other party.

         h.      Premises - the Real Property described and indicated on page
                 1, with all the improvements, all appurtenant rights and
                 easements, and the right to use all areas of the real property
                 for parking, signage, access, ingress and egress together with
                 a building containing approximately 26,880 square feet of
                 floor space and the entire rooftop of the entire Building,
                 which property is more particularly described as Being Lots 7,
                 8, 9, 10 and the East 40 feet of Lot 11, in Block 15/198, of
                 CROWDUS AND AKARD ADDITION, an Addition to the City of Dallas,
                 Dallas County, Texas, according to the Map thereof recorded in
                 Volume W, Page 625, Map Records of Dallas County, Texas.

         i.      Rent - base rent indicated on page 1 plus any other sums of
                 money due Landlord by Tenant.

         j.      Security Deposit - that amount indicated on page 1.

         k.      Tenant - the Tenant listed on page 1 as the contracting party
                 with Landlord, and its permitted successors and assigns as
                 provided herein.

         l.      Termination Date - the end of the Lease Term.

2.       ENVIRONMENTAL STUDY: Before the Commencement Date of the Lease Term,
         Landlord and Tenant shall select, and shall engage at Tenant's
         expense, an environmental expert to inspect the Premises for
         environmental purposes, and if, upon said inspection, said expert
         determines and reports in writing to Landlord and to Tenant, any
         hazardous materials exist within the Premises that need to be removed
         to accommodate Tenant's intended use of the Premises as provided
         herein, Landlord shall, at Landlord's sole discretion, either remove
         the hazardous materials, at Landlord's expense, or permit Tenant to
         remove the hazardous materials at Tenant's expense.

         a.      If Landlord chooses to remove the hazardous materials and has
                 not substantially completed the removal by February 1, 1997,
                 Landlord shall then abate the Rent on a prorated basis for
                 each day after February 1, 1997 until Landlord's removal has
                 been substantially completed. If Landlord has not
                 substantially completed the removal of the hazardous materials
                 by April 1, 1997, Tenant may terminate this Lease.

2914 TAYLOR STREET REAL ESTATE LEASE AGREEMENT                       PAGE 2 OF 9
                         December 2, 1996 FINAL EDITION
<PAGE>   3
                 

         b.      If Landlord chooses to permit Tenant to remove the hazardous
                 materials at Tenant's expense and Tenant chooses to remove the
                 hazardous materials, Tenant shall timely provide notice to
                 Landlord of its choice to remove materials at Tenant's
                 expense.

         c.      If Tenant does not provide timely notice to Landlord of its
                 choice to remove the hazardous materials, the Lease shall
                 terminate.

         d.      Termination of the Lease as provided in this section means the
                 Lease shall be null and void with no further obligation to
                 Landlord and to Tenant, except to Landlord for the return of
                 Tenant's Security Deposit, and the first month's Rent.

3.       LEASE: Landlord leases to Tenant, and Tenant leases from Landlord the
         exclusive use and control of the Premises for the initial Lease Term
         of five (5) years in exchange for the base monthly Rent of $3,920,
         together with other costs, terms and conditions under this Lease.
         Payment of Rent shall commence on the Commencement Date.

4.       REPRESENTATIONS AND WARRANTIES: In order to induce each other into
         this Lease, Landlord and Tenant hereby represent and warrant:

         a.      Landlord and Tenant each are duly organized and qualified to
                 do business in the State of Texas and each has full power and
                 authority to enter into this Lease. Any individual executing
                 this Lease on behalf of Landlord has the full power and
                 authority to do so and to bind Landlord.

         b.      That the execution, delivery and performance of this Lease
                 will not conflict with, be inconsistent with, or result in any
                 breach or default of any of the terms, covenants, conditions
                 or provisions of any indenture, mortgage, deed of trust,
                 lease, ground lease, instrument, document, agreement or
                 contract of any kind or nature to which Landlord or Tenant is
                 a party or by which Landlord, Tenant, or the Premises may be
                 bound.

         c.      That Landlord is the sole fee simple owner of the Premises and
                 has good and indefeasible title to the Premises subject only
                 to those exceptions set forth in EXHIBIT B attached to the
                 Addendum.

         d.      Tenant's financial condition as presented and represented to
                 Landlord by Tenant in Tenant's unaudited financial statement
                 dated November 1996 is true, complete, and accurate.

5.       MUTUAL INDEMNIFICATION: Except as otherwise specifically provided in
         this Lease and the Addendum:

         a.      Landlord indemnifies and holds Tenant and its agents, harmless
                 of and from any and all claims, injuries, losses, damages,
                 demands, actions or causes of action brought or suffered by
                 any person, including but not limited to, payments of
                 contribution or indemnity and/or comparative causation to
                 other parties, court costs, attorney's fees or other expenses
                 of litigation which are recovered by any third person or
                 entity against Tenant as the result of Landlord's default
                 under the Lease, negligence, fraud, criminal misconduct,
                 and/or intentional and willful misconduct, or any other act,
                 if any.

         b.      Tenant indemnifies and holds Landlord and its agents, harmless
                 of and from any and all claims, injuries, losses, damages,
                 demands, actions or causes of action brought or suffered by
                 any person, including but not limited to, payments of
                 contribution or indemnity and/or comparative causation to
                 other parties, court costs, attorney's fees or other expenses
                 of litigation which are recovered by any third person or
                 entity against Landlord as the result of Tenant's default
                 under the Lease, negligence, fraud, criminal misconduct,

2914 TAYLOR STREET REAL ESTATE LEASE AGREEMENT                       PAGE 3 OF 9
                         DECEMBER 2, 1996 FINAL EDITION
<PAGE>   4
                 and/or intentional and willful misconduct, or any other act, 
                 if any.

6.       TENANT AFFIRMATIVE COVENANTS: Tenant agrees to:

         a.      Lease the Premises for the Lease Term beginning on the
                 Commencement Date and ending on the Termination Date.

         b.      Deliver a certified copy of a board resolution confirming, and
                 ratifying the Lease before December 31, 1996.

         c.      Deliver to Landlord after the Commencement Date EXHIBIT A to
                 the Addendum, the Lease Term Commencement Date Acknowledgement
                 which Landlord shall execute.

         d.      Accept the Premises in their present condition "AS IS", the
                 Premises being currently suitable for Tenant's intended use,
                 subject to Tenant's forty five (45) day inspection period
                 before it occupies the Premises as further described in the
                 Addendum.

         e.      Obey all laws, ordinances, orders, and rules and regulations
                 applicable to the use, renovation, condition, and occupancy of
                 the Premises.

         f.      Pay monthly, in advance, on the first day of the month, the
                 full base Rent to Landlord at Landlord's address, or pro rated
                 base Rent if the Commencement Date and/or the Termination Date
                 fall on a day other than the first day or last day,
                 respectively, of the applicable month.

         g.      Pay, as additional Rent, all other sums due under this Lease.

         h.      Pay a late charge of five (5%) percent of any Rent not
                 received by Landlord by the tenth day of the month in which it
                 is due.

         i.      Pay all utilities directly for all utility services relating
                 to the Premises, including but not limited to, water, sewer,
                 sanitation, electric, gas, water, and telephone.

         j.      Pay any and all premiums for real property casualty and
                 liability insurance described on page 1 with Landlord and
                 Tenant named as co-insureds, and if this is not permitted
                 under the applicable insurance policy, Landlord shall be at
                 least referred to as an additional insured.

         k.      Pay all ad valorem taxes assessed against the Property (aka
                 real property taxes), including city, county, school district,
                 and hospital district property taxes ("Taxes"). Nothing
                 contained in this Lease shall require Tenant to pay any
                 franchise, corporate, estate, inheritance, succession, capital
                 levy, transfer, income, revenue or excess profits tax imposed,
                 levied or assessed upon Landlord, or any other tax,
                 assessment, charge, or levy upon the Rent payable by Tenant
                 under this Lease. Any and all tax abatements, deferrals or
                 reductions granted or awarded, whether to Landlord or Tenant,
                 in connection with the Premises shall be for the benefit of,
                 and for the account of, the party obligated hereunder to pay
                 the Taxes (the "Obligated Party"). Tenant may, but shall not
                 be obligated to, contest in good faith the Taxes, including,
                 without limitation, all valuations and assessments. The
                 Obligated Party shall enjoy the benefits of any and all
                 adjustments to the Taxes resulting from the efforts made by
                 Tenant or otherwise.

         l.      Notify the Dallas Central Appraisal District, and any other
                 appropriate authorities, that Tenant is to receive a copy of
                 all assessments and tax statements relating to the Taxes at
                 Landlord's request and pursuant to this Lease.

         m.      Allow Landlord, with prior notice, to enter the Premises to
                 perform Landlord's obligations, inspect the Premises, and show
                 the Premises to prospective purchasers or Tenants.

         n.      Repair, replace, and maintain in good and working order any
                 and all parts of the Premises, normal wear excepted, except
                 for, the foundation, and structural and weight-bearing walls
                 unless such foundation and/or walls are damaged by Tenant, and
                 its agents, and contractors.

2914 TAYLOR STREET REAL ESTATE LEASE AGREEMENT                       PAGE 4 OF 9
                         DECEMBER 2, 1996 FINAL EDITION
<PAGE>   5
         o.      Maintain public liability insurance for the Premises and the
                 conduct of Tenant's business, naming Landlord as an additional
                 insured, in the amounts stated on page 1 of this Lease.

         p.      Maintain insurance on Tenant's personal property.

         q.      Deliver certificates of insurance to Landlord before the
                 Commencement Date and thereafter when requested.

         r.      Vacate the Premises broom clean and return all keys to the
                 Premises on Termination Date.

         s.      On request, execute an estoppel certificate that states the
                 Commencement Date and Termination Date of the Lease,
                 identifies any amendments to the Lease, describes any rights
                 to extend the Lease Term or purchase rights, lists defaults by
                 Landlord, and provides any other information reasonably
                 requested.

         t.      Timely and fully report to Landlord of any material adverse
                 change in Tenant's financial condition as presented and
                 represented to Landlord by Tenant in Tenant's unaudited
                 financial statement dated November 1996 which financial
                 statement was made and delivered by Tenant to Landlord as an
                 inducement for Landlord to enter into this Lease.

7.       TENANT NEGATIVE COVENANTS: Tenant agrees not to:

         a.      Use the Premises for any purpose other than is stated on page
                 1.

         b.      Create a nuisance, permit any waste, or use the Premises in
                 any way that is extra hazardous, would increase insurance
                 premiums, or would void insurance on the building.

         c.      Provide a key to the Premises' lock system at Landlord's
                 request.

         d.      Alter the Premises, except as otherwise provided herein.

         e.      Allow a lien to be placed on the Premises.

8.       LANDLORD'S AFFIRMATIVE COVENANTS: Landlord agrees to:

         a.      To provide to Tenant written evidence in form reasonably
                 satisfactory to Tenant that any and all leases, other than
                 this Lease, concerning the Premises have been properly
                 terminated.

         b.      Lease to Tenant the Premises for the entire term beginning on
                 the Commencement Date and ending on the Termination Date.

         c.      To permit Tenant to lawfully, peaceably and quietly have,
                 hold, occupy and enjoy the Premises and any appurtenant rights
                 granted to Tenant under this Lease during this Lease Term
                 without hindrance or ejection by Landlord or the successors or
                 assigns of Landlord or anyone acting by, through or under the
                 Landlord, including, without limitation, any mortgagee of
                 Landlord.

         d.      Return the Security Deposit to Tenant, less itemized
                 deductions, if any, within thirty days after the termination
                 of this Lease.

         e.      Cause any successor in interest to take title to the Premises
                 subject to the terms of the Lease, and that Tenant's occupancy
                 shall not be disturbed except in accordance with the Lease.

         f.      Landlord agrees to fully cooperate with Tenant and to assist
                 Tenant, if required, in any efforts made by Tenant to contest
                 the Taxes, and to execute any necessary documentation in
                 connection therewith.

         g.      Repair, replace, and maintain in good and working order,
                 normal wear excepted, only, the foundation, and structural and
                 weight-bearing walls unless such foundation and/or walls are
                 damaged by Tenant, and its agents, and contractors.

         h.      To permit, Tenant, in the event of an emergency, to undertake
                 Landlord's limited obligation to repair Tenant, without any
                 prior notice to Landlord.

         i.      To reimburse Tenant for undertaking Landlord's limited
                 obligation to repair in the event of an emergency, within ten
                 (10) days after receipt of Tenant's bill provided that it does
                 not exceed more than $12,000 per annum, and to permit Tenant
                 to deduct said cost and expense from the Rent next becoming
                 due after

2914 TAYLOR STREET REAL ESTATE LEASE AGREEMENT                       PAGE 5 OF 9
                         DECEMBER 2, 1996 FINAL EDITION
<PAGE>   6
                 the expiration of said ten (10) day period.

9.       LANDLORD'S NEGATIVE COVENANTS: Landlord agrees not to as long as
         Tenant is not in material default:

         a.      Interfere with Tenant's possession of the Premises.

         b.      Not to make any change, alteration, or addition to the
                 Premises including, without limitation, parking layout and
                 marking pattern, methods of ingress and egress, traffic,
                 lighting, curbing, building heights and stories, without the
                 Tenant consent as determined in Tenant's sole and unfettered
                 discretion.

         c.      Not to build or otherwise erect any structures, of whatsoever
                 kind or nature, on the Premises.

         d.      Unreasonably withhold consent to a proposed assignment or
                 sublease which shall not be considered unreasonable for
                 Landlord to condition their consent on splitting with Tenant
                 of any subtenant's rentals that exceed the Rent as set forth
                 in the Addendum.

10.      ALTERATIONS: Any physical additions or improvements to the Premises
         made by Tenant will become the property of Landlord. Landlord may
         require that Tenant, at termination of this Lease and at Tenant's
         expense, to remove any signs and any unauthorized physical additions
         and improvements, normal wear excepted.

11.      ABATEMENT: Tenant's covenant to pay Rent and Landlord's covenants are
         independent of each other. Except as otherwise specifically provided
         in this Lease, Tenant shall not be entitled to abate Rent for any
         reason.

12.      RELEASE OF CLAIMS/SUBROGATION: Landlord and Tenant release each other
         from any claim, by subrogation or otherwise, for any damage to the
         Premises, the building, the parking facility, if any, or personal
         property within the building, by reason of fire or the elements,
         regardless of cause, including negligence of Landlord or Tenant. This
         release applies only to the extent that it is permitted by law, the
         damage is covered by insurance proceeds, and the release does not
         adversely affect any insurance coverage.

13.      NOTICE TO INSURANCE COMPANIES: Landlord and Tenant will notify the
         issuing insurance companies of the release set forth in the preceding
         paragraph and will have the insurance policies endorsed, if necessary,
         to prevent invalidation of the insurance coverage.

14.      UNIFORM COMMERCIAL CODE: Tenant grants Landlord a security interest in
         Tenant's personal property now or subsequently located on the
         Premises; provided, however that, Landlord shall agree to only
         subordinate its secured interest in Tenant's personal property to
         Tenant's secured creditors that agree to pay and reimburse Landlord
         for the cost, including attorney's fees, incurred in connection with
         removal and storage of Tenant's personal property upon Landlord
         entering and taking possession of the Premises. This Lease is a
         security agreement under the Uniform Commercial Code. Landlord may
         file a memorandum of this Lease as a financing statement.

15.      DEFAULT BY LANDLORD/EVENTS: Defaults by Landlord are failing to comply
         with any provision of this Lease within thirty days after written
         notice.

16.      DEFAULT BY LANDLORD/TENANT'S REMEDIES: Tenant's remedies for
         Landlord's default are to sue for damages, sue for specific
         performance, deduct up to $12,000 per annum from the Rent next
         becoming due for repairs done and paid for by Tenant with respect to
         the foundation,

2914 TAYLOR STREET REAL ESTATE LEASE AGREEMENT                       PAGE 6 OF 9
                         DECEMBER 2, 1996 FINAL EDITION
<PAGE>   7
         and structural and weight-bearing walls, and/or to enforce termination
         of the Lease.

17.      DEFAULT BY TENANT/EVENTS: Defaults by Tenant are:

         a.      failing to pay timely Rent within ten (10) days notice of
                 non-payment by Landlord; and/or

         b.      for defaults other than set forth in (a) above, failing to
                 comply within thirty (30) days written notice with any
                 provision of this Lease or such longer time as may be
                 reasonably required to cure because of the nature of the
                 default (provided Tenant must have diligently undertaken
                 procedures to cure the default within such thirty (30) day
                 period and thereafter diligently pursues such effort to
                 completion).

18.      DEFAULT BY TENANT/LANDLORD'S REMEDIES: Landlord's remedies for
         Tenant's default are to:

         a.      enter and take possession of the Premises, after which
                 Landlord may relet the Premises on behalf of Tenant and
                 receive the Rent directly by reason of the reletting, and
                 Tenant agrees to reimburse Landlord for any expenditures made
                 in order to relet;

         b.      enter the Premises and perform Tenant's obligations; and/or

         c.      terminate this Lease by written notice and sue for damages.
                 Landlord may enter and take possession of the Premises by
                 self-help, by picking or changing locks if necessary, and may
                 lock out Tenant or any other person who may be occupying the
                 Premises, until the default is cured, without being liable for
                 damages.

19.      SECURITY DEPOSIT: If Tenant defaults, Landlord may use the Security
         Deposit to pay arrears of Rent, to repair any damage or injury, normal
         wear excepted, or to pay any expense or liability reasonably incurred 
         by Landlord as a result of the default.

20.      HOLDOVER: If Tenant does not vacate the Premises following termination
         of this Lease, Tenant shall be a tenant at will, shall pay Rent of one
         hundred fifty percent (150%) of the then most recent Rent amount
         before termination, and shall vacate the Premises on receipt of notice
         from Landlord. No holding over by Tenant, whether with or without the
         consent of Landlord, will extend the term.

21.      ABANDONED PROPERTY: Landlord may retain, destroy, or dispose of any
         property left on the Premises at the end of the Lease Term.

22.      COMPLIANCE: Tenant, at its expense, is solely responsible for
         complying with any and all applicable City, County, State and Federal
         statutes and regulatory requirements in connection with Tenant's
         intended use, and its use of the Premises, including but not limited
         to the following matters: building permits; parking; and satellite
         receivers and transmitters.

23.      NO OTHER WARRANTIES: EXCEPT AS TO ENVIRONMENTAL MATTERS AS PROVIDED IN
         THIS LEASE, AND EXCEPT AS TO REPRESENTATION OF OWNERSHIP IN FEE SIMPLE
         BY LANDLORD, THE PREMISES IS TAKEN "AS IS, WHERE IS" WITH NO IMPLIED
         WARRANTY (OR CONDITION) AS TO THE QUALITY OR PERFORMANCE OF THE
         PREMISES IS GIVEN BY LANDLORD TO TENANT, AND ALL SUCH WARRANTIES ARE
         EXPRESSLY DISCLAIMED. EXCEPT FOR THOSE CERTAIN PROVISIONS HEREIN
         CONTAINED REGARDING INDEMNIFICATION OF TENANT, NEITHER LANDLORD, NOR
         ITS AGENTS, ATTORNEYS AND INSURERS ARE RESPONSIBLE FOR

2914 TAYLOR STREET REAL ESTATE LEASE AGREEMENT                       PAGE 7 OF 9
                         DECEMBER 2, 1996 FINAL EDITION
<PAGE>   8
         THE LOSS OR REVENUE OR PROFITS, EXPENSE OR INCONVENIENCE, OR FOR ANY
         OTHER SPECIAL INCIDENTAL OR CONSEQUENTIAL DAMAGES CAUSED BY THE USE,
         MISUSE OR INABILITY TO BENEFIT FROM ANY SERVICES, AND/OR THE PREMISES,
         WHETHER ON ACCOUNT OF NEGLIGENCE OR OTHERWISE, OR BY FAILURE TO
         CONFORM TO ANY EXPRESS OR IMPLIED WARRANTIES OR CONDITIONS.

24.      GOVERNING LAW; VENUE AND ARBITRATION:

         a.      Texas law shall control and govern this Lease.

         b.      The parties agree that any declarative action, injunctive
                 action or injunctive proceeding arising out of or related in
                 any way to this Lease, including forcible entry and detainer
                 actions, shall be brought solely in a court of competent
                 jurisdiction sitting in Dallas, Texas.

         c.      The parties hereby irrevocably and unconditionally consent to
                 the jurisdiction of any such court and hereby irrevocably and
                 unconditionally waives any defense of an inconvenient forum to
                 the maintenance of any action or proceeding in any such court,
                 any objection to venue with respect to any such action or
                 proceeding any right of jurisdiction on account of the place
                 of residence or domicile of any party thereto. The parties
                 hereby irrevocably and unconditionally waives the right to a
                 jury trial in connection with any claim arising out of or
                 related to this Lease and/or guaranty of this Lease.

         d.      Any claim or controversy, other than declarative and/or
                 injunctive relief, shall be resolved through binding
                 arbitration under the auspices of the American Arbitration
                 Association in Dallas, Texas pursuant to the Commercial Rules
                 of Arbitration.

         e.      The prevailing party to any dispute shall be entitled to
                 attorney's fees, pre and post judgment interest at the rate of
                 ten percent (10%), costs, and damages, if any.

         f.      This agreement to arbitrate shall survive the Termination Date
                 by a period of four (4) years.

25.      BINDING EFFECT: The Lease is binding on the parties and their
         respective successor and assigns as permitted provided herein.

26.      DEFAULT/WAIVER/MITIGATION: It is not a waiver of default if the
         nondefaulting party fails to declare immediately a default or delays
         in taking any action. Pursuit of any remedies set forth in this Lease
         does not preclude pursuit of other remedies in this Lease or provided
         by law. Landlord and Tenant have a duty to mitigate damages.

27.      INTERPRETATION OF LEASE: Any rule of law or legal decision that would
         require interpretation of any ambiguities in this Lease against the
         party that has drafted it is not applicable and is waived. The
         provisions of this Lease shall be interpreted in a REASONABLE MANNER to
         effect the purpose, sum and substance of this Lease. By way of
         illustration, and not by limitation, discretionary matters are to be
         reasonably exercised, and nonmonetary defaults are to be enforced if
         they are material, and not hypertechnical.

28.      SEVERABILITY: If any provision of this Lease, or the applicability of
         such provision to any person or circumstance, shall be determined to
         be invalid by any court of competent jurisdiction, then such
         determination shall not effect any other provisions of this Lease, all
         of which provisions all remain in effect and, if the provisions is
         capable of two constructions, one of which would render it valid, the
         provisions shall have the meaning which render it valid.

2914 TAYLOR STREET REAL ESTATE LEASE AGREEMENT                       PAGE 8 OF 9
                         DECEMBER 2, 1996 FINAL EDITION
<PAGE>   9
29.      NO JOINT VENTURE OR PARTNERSHIP: Landlord and Tenant hereby agree that
         nothing contained herein or in any document executed in connection
         herewith shall be constructed as making Tenant and Landlord joint
         ventures or partners, or anything but, landlord and tenant.

30.      HEADINGS AND FUTURE COOPERATION ON SUBSEQUENT DOCUMENTS: The heading,
         captions, and arrangements used in this Lease are for convenience
         only. The parties agree to cooperate at all times from and after the
         date hereof with respect to the supplying of any information requested
         by the other regarding any of the matters described in this Lease, and
         each agrees to execute such further permits, licenses, resolutions,
         charters, estoppel letters, subordination, non-disturbance and
         attornment agreements, assignments, amendments to this Lease, or any
         other such documents as may be reasonably requested and appropriate
         for the purpose of giving effect to the transactions undertaken.

31.      TIME IS OF THE ESSENCE: Time shall be of the essence for all matters
         under this Lease and this Addendum.

32.      SUBMISSION OF LEASE: The submission of this Lease for examination does
         not constitute an offer, and this Lease becomes effective only upon
         execution hereof by all parties.

33.      ADDENDUM: This 2914 TAYLOR STREET REAL ESTATE LEASE AGREEMENT between
         Landlord and Tenant, includes the Addendum attached to this Lease, and
         by this reference incorporated fully herein for all purposes. All
         references to "this Lease" shall include the Addendum attached to this
         Lease.

                        [BALANCE OF THIS PAGE IS BLANK]

2914 TAYLOR STREET REAL ESTATE LEASE AGREEMENT                       PAGE 9 OF 9
                         DECEMBER 2, 1996 FINAL EDITION
<PAGE>   10
   ADDENDUM TO THAT CERTAIN 2914 TAYLOR STREET REAL ESTATE LEASE AGREEMENT

         THIS ADDENDUM TO THAT CERTAIN 2914 TAYLOR STREET REAL ESTATE LEASE
AGREEMENT is by and between Landlord and Tenant and is hereinafter referred to
as the "Addendum." The 2914 Taylor Street Real Estate Lease Agreement is
hereinafter referred to as the "Lease." Any and all references in the Lease to
the Addendum shall mean this Addendum.  This Addendum is hereby attached to the
Lease and made a part of the Lease for all purposes. All capitalized terms used
herein and not otherwise defined herein, shall have the meanings given such
capitalized terms in the Lease.

         EXHIBITS

         The following exhibits are attached hereto and made a part of this
Lease for all purposes:

         1. EXHIBIT A  Lease Term Commencement Date Acknowledgement
         2. EXHIBIT B  Permitted Exceptions
         3. EXHIBIT C  Subordination, Non-Disturbance and Attornment Agreement
         4. EXHIBIT D  Memorandum of Lease and Notice of Right of First Refusal

         1. EXTENSIONS OF LEASE TERM. If this Lease is still in full force and
effect, and if Tenant shall not be in default beyond applicable notice and cure
periods under the terms of this Lease, Tenant shall have the sole and absolute
option, in Tenant's sole and absolute discretion, but without any obligation,
to extend this Lease Term for up to three (3) additional successive periods of
five (5) years each (individually, an "Extension Term"), provided written
notice of the election of each such option shall be sent to Landlord not less
than ninety (90) days prior to the expiration of the then current term of this
Lease. If an option is duly exercised, the term of this Lease shall be
automatically extended for a period of five (5) years, without the requirement
of any further instrument, upon all of the same terms, provisions and
conditions set forth in this Lease; provided, however, that the Rent for the
first Extension Term shall be equal to $5600.00 per month for each month during
the first Extension Term, and the Rent for each Extension Term after the first
Extension Term shall be at the fair market rate.

         2. PREPARATION OF THE PREMISES.

         2.1 Tenant Renovations. Tenant, at its sole cost and expense but
subject to that certain reimbursement by Landlord as set forth below, shall
perform all work on the Premises required or necessary, in Tenant's sole and
absolute judgment, to complete the Premises to a condition ready for the
conduct of business therein (the "Tenant's Renovations"). Tenant's Renovations
shall be at a cost to Tenant of not less than $350,000.00. All of Tenant's
Renovations shall be deemed to be improvements made to the Premises by Tenant
(the "Tenant Improvements") and shall become the property of Landlord. All
work undertaken by Tenant shall be done to Tenant's specifications and in a
first class workmanlike manner. Tenant's Renovations shall include, without
limitation, the renovation of, the replacement of, the installation of, the
construction of, the maintenance of, and/or the repair of, interior flooring,
ceilings, walls, plumbing, rest rooms, kitchen areas, loading dock and
adjoining areas, HVAC systems, electrical systems, conference rooms, computer
rooms, doors, windows, and other parts of the Building. To the extent possible,
Tenant agrees at the expiration or earlier termination of this Lease to assign
to Landlord all warranties






<PAGE>   11
and guaranties regarding the Tenant Improvements. Landlord agrees to fully
cooperate with Tenant and to assist Tenant in obtaining all required building
permits for Tenant's Renovations in Landlord's name, and to assist in obtaining
an unconditional permanent certificate of occupancy, or the local equivalent
thereof, and to execute any necessary documentation in connection with the
renovations and possession of the Premises, provided that Landlord shall not be
required to incur any costs in connection therewith. Prior to Tenant's
commencement of Tenant's Renovations, Tenant shall obtain Landlord's prior
written approval of Tenant's plans, specifications, budget, permits, and
construction insurance coverage. Landlord's approval shall not be unreasonably
withheld or delayed. In the event that Landlord fails to approve or disapprove
in writing the plans for Tenant's Renovations within seven (7) days following
receipt of the same from Tenant, then Landlord shall be deemed to have approved
the plans for Tenant's Renovations for all purposes.  Landlord has the right to
inspect the construction of the Tenant's Renovations at any time during the
construction process. Tenant shall remove or bond around any liens placed
against the Premises as a result of the Tenant Renovations.

         2.2 Satellite Receivers and Rooftop Installations. Tenant, at its sole
cost and expense, may locate and install various telecommunications equipment,
including, without limitation, multiple satellite dishes, satellite down-link
dishes, and down-link receivers, on the rooftop of the Building. Tenant is
hereby leasing the entire Building, and the entire rooftop of the entire
Building, and may utilize the entire rooftop of the Building for its business
operations.  Tenant may locate and install HVAC equipment on the rooftop of the
Building in Tenant's sole and absolute discretion.

         2.3 Reimbursement by Landlord for Certain Renovations. Landlord shall
reimburse Tenant for costs and expenses incurred by Tenant for the repair and
renovation of the structural components and infrastructure of the Building,
including, without limitation, the roof and related insulation, in the form of
a one time payment equal to the lesser of (i) the actual cost of the roof
repair and renovation, or (ii) $40,000.00. Landlord shall reimburse Tenant up
to said amount upon the substantial completion of the Tenant Renovations and
upon receipt by Landlord of an invoice regarding said repairs and renovations,
or Landlord may, at Landlord's option, fully abate Tenant's Rent for the first
ten (10) months following this Lease Term Commencement Date.

         2.4 Tenant Improvements. All Tenant Improvements, but not Tenant's
Property (hereinafter defined), including, without limitation, the HVAC and
electrical systems installed by Tenant at the Premises, shall become a part of
the Premises.

         3. INTENTIONALLY DELETED

         4. ENVIRONMENTAL PROVISIONS.

         4.1 Definitions.

         4.1.1 Hazardous Materials. Hazardous Material means any substance:

         (a) the presence of which requires investigation, notice, or
remediation under any federal, state, or local statute, regulation, ordinance,
order, action, policy, or common law; or

         (b) which is or becomes defined as a "hazardous material," "hazardous 
waste," "hazardous materials," "regulated substance," "pollutant" or
"contaminant" under any federal, state, or local statute, regulation, rule or
ordinance or amendments thereto including, without



                                       2
<PAGE>   12
limitation, the Comprehensive Environmental Response, Compensation and
Liability Act (42 U.S.C. Sections 9601 et seq.), Toxic Substances Control Act
(15 U.S.C. Sections 2601 et seq.), the Texas Water Code (Sections 1.002 et
seq.), and/or the Resource Conservation and Recovery Act (42 U.S.C. Sections
6901 et seq.); or

         (c) which is toxic, explosive, corrosive, flammable, infectious,
radioactive, carcinogenic, mutagenic, or otherwise hazardous and is or becomes
regulated by any governmental authority, agency, department, commission, board,
agency, or instrumentality of the United States, the State of Texas or any
political subdivision thereof; or

         (d) the presence of which on the Premises causes or threatens to cause
a nuisance upon the Premises or to adjacent properties or poses or threatens to
pose a hazard to the health or safety of persons on or about the Premises; or

         (e) which contains gasoline, diesel fuel, or other petroleum
hydrocarbons; or

         (f) which contains polychlorinated biphenyls (PCBs), asbestos or urea
formaldehyde foam insulation; or

         (g) radon gas.

         4.1.2 Environmental Requirements. Environmental Requirements means all
applicable present and future statutes, regulations, rules, ordinances, codes,
licenses, permits, orders, approvals, plans, authorizations, concessions,
franchises, and similar items, of all governmental agencies, departments,
commissions, boards, bureaus, or instrumentalities of the United States,
states, and political subdivisions thereof, and all applicable judicial,
administrative, and regulatory decrees, judgments, and orders relating to the
protection of human health or the environment, including, without limitation:

         (a) All requirements relating to reporting, licensing, permitting,
investigation, and remediation of emissions, discharges, releases, or
threatened releases of Hazardous Materials, whether solid, liquid, or gaseous
in nature, into the air, surface water, groundwater, or land; or relating to
the manufacture, processing, distribution, use, treatment, storage, disposal,
transport, or handling of Hazardous Materials; and

         (b) All requirements pertaining to the protection of the health and
safety of employees or the public.

         4.1.3 Environmental Damages. Environmental Damages means all claims,
judgments, damages, losses, penalties, fines, liabilities (including strict
liability), encumbrances, liens, costs, and expense of investigation and
defense of any claim, whether or not such claim is ultimately defeated, and of
any good faith settlement or judgment, of whatever kind or nature, contingent
or otherwise, matured or unmatured, foreseeable or unforeseeable, including
without limitation, reasonable attorneys' fees and disbursements and reasonable
consultant and witness fees, any of which are incurred as a result of the
existence of Hazardous Material upon, about, or beneath the Premises, or the
migration or threatened migration to or from the Premises, or the existence of
a violation of Environmental Requirements pertaining to the Premises, including
without limitation:



                                       3






<PAGE>   13
         (a) Damages for personal injury, or injury to property or natural
resources occurring upon or off of the Premises, foreseeable or unforeseeable,
including, without limitation, lost profits, consequential damages, the cost of
demolition and rebuilding of any improvements on real property, interest, and
penalties excluding, however, claims brought by or on behalf of employees of
Tenant or Landlord;

         (b) Reasonable fees incurred for the services of attorneys,
consultants, contractors,experts, and laboratories and all other reasonable
costs incurred in connection with the investigation or remediation of such
Hazardous Materials or violation of Environmental Requirements including, but
not limited to, the preparation of any feasibility studies or reports or the
performance of any cleanup, remediation, removal, response, abatement,
containment, closure, restoration, or monitoring work required by any federal,
state, or local governmental agency or political subdivision or court, or
reasonably necessary to make full economic use of the Premises and any other
property in a manner consistent with its intended use or otherwise expended in
connection with such conditions, and including without limitation any
reasonable attorneys' fees, costs, and expenses incurred in enforcing this
agreement or collecting any sums due hereunder; and

         (c) Liability to any third person or governmental agency to indemnify
such person or agency for costs expended in connection with the items
referenced herein.

         4.2 Representations and Warranties of Tenant.

         4.2.1 Compliance with Environmental Requirements. Tenant shall not
cause a material violation of any Environmental Requirements upon, about or
beneath the Premises or any portion thereof.

         4.2.2 Notification. If Tenant becomes aware of or receives notice or
other communication concerning any actual, alleged or suspected violation of
Environmental Requirements, or liability of Tenant or Landlord for
Environmental Damages in connection with the Premises for past or present
activities of any person thereon, then Tenant shall deliver to Landlord, within
10 days of the receipt of such notice or communication, a written description
of said violation or liability, together with copies of any such notice or
communication.

         4.2.3 Tenant's Obligation to Indemnity. Tenant, and its successors and
assigns, agree to indemnify, defend, reimburse and hold harmless the following
persons from and against any and all Environmental Damages occurring on the
Premises which are caused by the activities of Tenant:

         (a) Landlord, and

         (b) the directors, officers, shareholders, employees, partners, and
agents of the Landlord.

         This obligation shall include, but not be limited to, the burden and
expense of the indemnified parties in (1) defending all claims, suits, and
administrative proceedings, including reasonable attorneys' fees and reasonable
expert witness and consulting fees, (2) in conducting all negotiations of any
description, (3) in paying and discharging, when and as the same comes due, any
and all judgments, penalties, or other sums due against such indemnified
persons, and (4) for all such expenses incurred in enforcing the obligation to
indemnify. Tenant, at its sole expense, may employ additional counsel of its
choice to associate with counsel representing Landlord.



                                       4
<PAGE>   14
         4.3 Representations and Warranties of Landlord.

         4.3.1 Compliance with Environmental Requirements.

         (a) To the best of Landlord's knowledge, the Premises and the Real
Property in their prior uses comply and have at all times complied with all
Environmental Requirements. To the best of Landlord's knowledge, the Premises
and the Real Property in their existing uses have at all times from and after
the date which Landlord took fee simple title to the Premises and the Real
Property, complied with all Environmental Requirements. Landlord is, and to the
best of Landlord's knowledge any previous owners and tenants of the Real
Property and the Premises are, not in violation of and have not violated any
Environmental Requirement in connection with the ownership, use, maintenance or
operation of the Real Property and the Premises. Landlord has, and to the best
of Landlord's knowledge any previous owners and tenants or the Real Property
and the Premises have, not accrued and are not accruing any liabilities
pursuant to any Environmental Requirement, specifically including, but not
limited to, any potential liability pursuant to the Comprehensive Environmental
Response, Compensation and Liability Act.

         (b) To the best of Landlord's knowledge, no Hazardous Materials have
been released deposited, discharged, placed, disposed of on the Real Property
and the Premises or have migrated unto or off of the Real Property and the
Premises. To the best of Landlord's knowledge, the Real Property and the
Premises have not been used at any time by any person as a landfill or waste
disposal site. To the best of Landlord's knowledge, there have never been any
and there are currently no monitoring wells, drinking water wells, or
underground or above ground storage tanks of any kind on the Real Property and
the Premises.

         4.3.3 Notification. If Landlord becomes aware of or receives notice or
other communication concerning any actual, alleged, or suspected violation of
Environmental Requirements, or liability of Landlord or Tenant for
Environmental Damages in connection with the Real Property or the Premises for
past or present activities of any person thereon or the migration onto the Real
Property or the Premises of Hazardous Materials, then Landlord shall deliver to
Tenant, within 10 days of the receipt of such notice or communication, a
written description of said violation or liability, together with copies of any
such notice or communication. Receipt of such notice shall not be deemed to
create any independent obligation on the part of Tenant to defend or otherwise
respond to any such notification or communication.

         4.3.4 Landlord's Obligation to Indemnify. Landlord, and its successors
and assigns, agree to indemnify, defend, reimburse, and hold harmless the
following persons from and against any and all Environmental Damages arising
from all prior use or occupancy of the Premises, all activities of Landlord or
its employees, agents, contractors, subcontractors, or guests, licensees or
invitees, or from and against any and all Environmental Damages which (1)
result in or from the presence of, or from the previous existence of, Hazardous
Materials upon, about or beneath the Real Property or the Premises; (2) result
in or from the violation of any Environmental Requirements pertaining to the
Real Property or the Premises and the activities thereon; or (3) result from
the migration of Hazardous Materials to or from the Real Property or the
Premises:

                      (a) Tenant;

                      (b) the directors, officers, shareholders, employees,
                          partners, agents, contractors, subcontractors,
                          experts, licensees, affiliates, lessees, mortgagees,
                          trustees, heirs, devisees, successors, assigns and
                          invitees of Tenant.



                                       5
<PAGE>   15

         This obligation shall include, but not be limited to, the burden and
expense of the indemnified parties (1) in defending all claims, suits, and
administrative proceedings, including reasonable attorneys' fees and reasonable
expert witness and consulting fees, (2) in conducting all negotiations of any
description, (3) in paying and discharging, when and as the same comes due, any
and all judgments, penalties, or other sums due against such indemnified
persons, and (4) for all such expenses incurred in enforcing the obligation to
indemnify. Landlord at its sole expense, may employ additional counsel of its
choice to associate with counsel representing Tenant.

         4.4 Tenant's Right to Environmental Inspection. Tenant will, at
Tenant's sole cost, have the right to conduct environmental audits and testing
of the Premises and/or the Real Property, including, without limitation, the
taking of soil borings and samples and installation of monitoring wells. Tenant
will restore any property damaged by such testing to substantially the condition
of the affected property immediately proceeding such testing. Tenant will have
the right to terminate this Lease by giving written notice of such termination
to Landlord at any time on or before sixty (60) days from the date of execution
of this Lease if Tenant is, in its sole discretion, dissatisfied with the
results of such testing, the Security Deposit shall be returned to Tenant
promptly by Landlord, and Tenant shall have no further obligations or
liabilities under or pursuant to this Lease. Landlord shall deliver, to the
extent available, to Tenant copies of any and all environmental studies and
reports concerning the Premises. Tenant shall deliver to Landlord a copy of any
environmental studies and reports conducted on behalf of Tenant.

         4.5 Survival of Environmental Obligations. The obligations of Landlord
and Tenant to notify and to indemnify, defend and hold harmless as set forth
above shall survive termination of this Lease.

         4.6 Limited Exception. Notwithstanding anything herein to the
contrary, Landlord shall not be required to indemnify Tenant for Environmental
Damages resulting from claims which are made against Tenant by Tenant's
employees.

         5. ASSIGNMENT AND SUBLETTING.

         5.1 Tenant shall not assign, transfer, pledge and/or hypothecate this
Lease or sublease any portion of the Premises without Landlord's prior written
consent, which consent shall not be unreasonably withheld or delayed. In the
event that Tenant assigns this Lease or subleases the Premises at any time
during the initial Lease Term to a third party ("Tenant's Sublessee"), then
Tenant shall share with Landlord that portion of the rent received by Tenant
from Tenant's Sublessee which exceeds the Rent payable under this Lease by
Tenant to Landlord pursuant to the following allocation: 75% to Tenant; and 25%
to Landlord. In the event that Tenant assigns this Lease or subleases the
Premises at any time other than during the initial Lease Term to Tenant's
Sublessee, then Tenant shall share with Landlord that portion of the rent
received by Tenant from Tenant's Sublessee which exceeds the Rent then payable
under this Lease by Tenant to Landlord pursuant to the following allocation:
50% to Tenant; and 50% to Landlord.

         5.2 Sale of Tenant Exception. Notwithstanding anything to the contrary
in this Lease or in this Addendum, the sale of all or substantially all of the
capital stock of Tenant, whether by merger, consolidation or otherwise, shall
not be deemed to be (i) an assignment or in any manner a transfer of this Lease
or any estate or interest therein, (ii) a sublease of the Premises or any part



                                       6
<PAGE>   16
thereof, (iii) a change in control or ownership of Tenant or (iv) a breach or
default under this Lease or an event which, with the passage of time, the
giving of notice or both, would constitute a breach or default under this
Lease, which breach or default would permit Landlord to terminate this Lease.

         5.3 Financing. Notwithstanding anything to the contrary in this Lease
or in this Addendum, the issuance by Tenant of equity securities, and changes
in percentage ownership, if any, of Tenant's equity securities resulting
therefrom, as part of a second or subsequent round of institutional financing
shall not be deemed to be (i) an assignment or in any manner a transfer of this
Lease or any estate or interest therein, (ii) a sublease of the Premises or any
part thereof, (iii) a change in control or ownership of Tenant or (iv) a breach
or default under this Lease or an event which, with the passage of time, the
giving of notice or both, would constitute a breach or default under this
Lease, which breach or default would permit Landlord to terminate this Lease.

         5.4 Public Offering. Notwithstanding anything to the contrary in this
Lease or in this Addendum, any law or any provisions contained in this Lease
deeming a change in ownership or a change in control of Tenant to be (i) an
assignment or in any manner a transfer of this Lease or any estate or interest
therein, (ii) a sublease of the Premises or any part thereof, or (iii) a breach
or default under this Lease or an event which, with the passage of time, the
giving of notice or both, would constitute a breach or default under this
Lease, which breach or default would permit Landlord to terminate this Lease,
shall be inapplicable (i) if such change in ownership or change in control
results from the public offering of Tenant's equity securities and (ii)
subsequent to any public offering of Tenant's equity securities.

         5.5 Permitted Subleases and Assignments. Notwithstanding anything to
the contrary in this Lease or in this Addendum, Tenant may assign this Lease or
sublet all or any portion of the Premises to any affiliate or to any holder of
the majority of shares of Tenant's stock.

         5.6 Sale of Assets. Notwithstanding anything to the contrary contained
in this Lease or in this Addendum, a sale of all or substantially all of the
assets of Tenant shall not constitute (i) an assignment or in any manner a
transfer of this Lease or any estate or interest therein, (ii) a sublease of
the Premises or any part thereof, (iii) a change in control or ownership of
Tenant or (iv) a breach or default under this Lease or an event which, with the
passage of time, the giving of notice or both, would constitute a breach or
default under this Lease, which breach or default would permit Landlord to
terminate this Lease.

         6. DAMAGE AND DESTRUCTION; CONDEMNATION.

         6.1 Fire or Other Casualty.

         6.1.1 Partial Damage. If during this Lease Term the Premises shall be
partially damaged (as distinguished from "substantially damaged," as that term
is hereinafter defined) by fire or other casualty, Tenant shall forthwith
proceed to repair such damage and restore the Premises to substantially their
condition at the time of such damage.

         6.1.2 Substantial Damage Termination by Tenant. If during this Lease
Term the Premises shall be substantially damaged or destroyed by fire or other
casualty, then Tenant may, at its option in Tenant's sole and absolute
discretion, terminate this Lease as of the date of the substantial damage or
destruction (the "Date of Damage"). Such option to terminate may be exercised
by Tenant by giving written notice to Landlord within fifteen (15) days after
the Date of Damage, and upon delivery of such notice to Landlord, Landlord
shall refund any Rent paid in 



                                      7
<PAGE>   17
advance which covers a period subsequent to the Date of Damage, and Tenant
shall have no further obligations or liabilities under or pursuant to this
Lease.

         6.1.3 Substantial Damage; Restoration by Tenant. In the event Tenant
does not terminate this Lease as provided for in Section 6.1.2, Tenant shall,
at its sole cost and expense but with the benefit of the insurance proceeds,
commence and diligently pursue the full and complete restoration of the
Premises to as near to its condition prior to such substantial damage or
destruction as is reasonably possible, and, during the course of such
restoration, there shall be a full abatement of all Rent, taking into account
the extent to which Tenant shall be required to close down all or a portion of
its operations until restoration has been completed. It is understood and
agreed that, at Tenant's election, the term of this Lease shall be extended by
up to the number of days, if any, during which business shall have been
interrupted in the Premises by reason of such restoration work.

         6.1.4 General. If the provisions of Section 6.1.1 or Section 6.1.3
shall become applicable, the Rent shall be abated or reduced proportionately
during any period in which, by reason of such damage or destruction, there is
interference with the operation of the business of Tenant in the Premises,
giving due regard to the extent to which Tenant may be required to discontinue
its business in the Premises, and such abatement or reduction shall continue
for the period commencing with such destruction or damage and ending with: (i)
the completion by Tenant of such work or repair and/or restoration as Tenant
undertakes to do; and (ii) the expiration of a period of 30 days thereafter to
enable Tenant to refixture the Premises and reopen for business, but said 30
day period shall be deemed to have ended if Tenant shall reopen for business
prior to the expiration thereof. In the event of the termination of this Lease
pursuant to this paragraph, then this Lease, and the term hereof, shall cease
and come to an end as of the date of such damage or destruction. All Rent, the
Security Deposit, and any other charges paid in advance by Tenant shall be
promptly refunded by Landlord. It is further understood and agreed that, at
Tenant's election, this Lease Term shall be extended by up to the number of
days, if any, during which business shall have been interrupted in the Premises
by reason of such damage or destruction.

         6.1.5 The terms "substantially damaged" and "substantial damage," as
used in this provision, shall have reference to damage of such a character as
cannot reasonably be expected to be repaired or such that the Premises cannot
be restored within ninety (90) days.

         6.1.6 Insurance Proceeds. Notwithstanding anything herein to the
contrary, the parties hereto hereby agree to take whatever steps are necessary
to assign any and all applicable insurance proceeds to the party making the
repairs and renovations following an event of fire or other casualty.

         6.2 Condemnation; Eminent Domain.

         6.2.1 If, after the execution and before the termination of this
Lease: (i) any part of the Premises is taken by condemnation proceedings,
eminent domain or conveyed in lieu thereof; or (ii) the number of full-sized
automobile parking spaces is reduced within the Premises to a number which
produces a parking ratio less than that required by law, as a result of a
taking by condemnation proceedings, eminent domain or of a conveyance in lieu
thereof; then, in all of the foregoing events, this Lease Term shall, at the
option of Tenant, in Tenant's sole and absolute discretion, cease and terminate
as of the day possession shall be taken by the acting governmental or
quasi-governmental authority (the "Date of Taking"). Such option to terminate




                                       8
<PAGE>   18
shall be exercisable by Tenant giving written notice to Landlord within thirty
(30) days after the Date of Taking, which notice shall provide for a
termination date (the "Termination Date") not later than ninety (90) days after
the Date of Taking and Tenant shall pay rent up to the Termination Date, and
Landlord shall refund the Security Deposit and such Rent as shall have been
paid in advance and which covers a period subsequent to the Termination Date,
and Tenant shall have no further obligations or liabilities under or pursuant
to this Lease. In the event Tenant does not terminate this Lease, Tenant shall,
at Tenant's sole cost and expense but with the benefit of condemnation awards
and proceeds related to the leasehold interest, promptly and diligently restore
the Premises to as near to their condition prior to such taking or conveyance
as is reasonably possible, and, during the course of such restoration, there
shall be a fair and equitable abatement of all Rent and other charges, taking
into account the extent to which Tenant shall be required to close down all or
a portion of its operations until restoration has been completed; and, after
such restoration, there shall be a fair and equitable abatement of rent and
other charges on a permanent basis, taking into account the reduction in the
size of the Premises, reduction in parking areas, and the like. It is
understood and agreed that, at Tenant's election, the term of this Lease shall
be extended by up to the number of days, if any, during which business shall
have been interrupted in the Premises by reason of such restoration work.

         6.2.2 During any period of time that, by reason of such taking, there
is any interference with access to the Premises, there shall be a fair and
equitable abatement of the Rent and all other charges payable hereunder, taking
into account the extent to which Tenant's operations may thereby be interfered
with; and, if it is impracticable for Tenant to remain open for business, in
the reasonable exercise of Tenant's business judgment, and Tenant elects to
close down until restoration or removal of rubble, etc., has been accomplished,
then there shall be a full abatement of Rent and all other charges payable
hereunder until completion of the restoration work. It is understood and agreed
that, at Tenant's election, the term of this Lease shall be extended by up to
the number of days, if any, during which business shall not have been conducted
in the Premises by reason of such restoration work.

         6.2.3 Nothing herein contained shall prevent Landlord and Tenant from
prosecuting claims in any condemnation proceedings for the value of their
respective interests. Landlord shall be entitled to the condemnation award
attributable to the fee interest in the Real Property only, and Tenant shall be
entitled to the condemnation award attributable to its interest in the Premises
and its leasehold interest in the Real Property and for the value of the
unamortized portion of the improvements on the Real Property, including,
however, without limitation, the full value of its fixtures and equipment,
leasehold improvements, relocation expenses, goodwill, leasehold estate, loss
of business or other award.

         6.2.4 Notwithstanding anything herein to the contrary, the parties
hereto hereby agree to take whatever steps are necessary to assign any and all
applicable condemnation awards, or other proceeds paid as a result of any
taking, to the party making the repairs and renovations following an event of
condemnation or other taking.

         7. RIGHT OF FIRST REFUSAL TO PURCHASE THE PREMISES.

         7.1 Grant of Right of First Refusal to Purchase the Premises. Provided
Tenant shall not be in material default beyond applicable notice and cure
periods under the terms of this Lease, Tenant shall have a right of first
refusal to purchase the Premises upon the following terms and conditions.



                                       9
<PAGE>   19
         7.2 Tenant's Option. If Landlord, or any successor or assign of
Landlord, receives a bona fide offer for the purchase of the Premises which
Landlord intends to accept (subject to Tenant's rights herein), then Landlord
shall give notice (the "Right of First Refusal Notice") to Tenant specifying
all of the terms and conditions of such bona fide offer, and Tenant shall have
the option, but not the obligation, to purchase the Premises upon the same
terms and conditions as were set forth in the Right of First Refusal Notice.

         7.3 Exercise of Tenant's Option. Tenant must deliver actual notice of
its intent to exercise such right of first refusal no later than ten (10)
business days following the day on which Tenant receives the Right of First
Refusal Notice from Landlord. If Tenant fails to timely exercise its right of
first refusal with regard to the purchase of the Premises, then Landlord shall
be free to sell the Premises to such prospective purchaser, and Tenant shall
thereafter have no further right of first refusal with regard to the Premises
as to that specific purchaser; provided, however, if (a) the prospective
purchaser offering to purchase the Premises does not execute a contract of
purchase and sale covering the Premises within forty-five (45) days of the
Right of First Refusal Notice to Tenant, or if (b) another third party
purchaser offers to purchase the Premises, then Tenant's rights hereunder shall
be revived, and Tenant shall continue to have a right of first refusal with
respect to the Premises. Landlord shall not be precluded from making changes to
the bona fide offer during contract negotiations so long as such changes are
the result of arms-length negotiations between Landlord and such prospective
purchaser.

         7.4 Binding Effect. The right of first refusal granted to Tenant
hereunder shall bind and encumber the Real Property and the Premises, shall be
a covenant running with the land, shall bind Landlord's successors and assigns
and all future and subsequent owners of the fee interest in the Premises.
Evidence of this right of first refusal, in the form of EXHIBIT F, shall be
filed of record in the appropriate land records of Dallas County, Texas.

         8. TENANT'S RIGHT OF TERMINATION DUE TO UNACCEPTABLE CONDITION OF THE
PREMISES.

         8.1 NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, AND
NOTWITHSTANDING ANY OTHER PROVISION CONTAINED HEREIN, TENANT MAY TERMINATE THIS
LEASE AT ANY TIME ON OR BEFORE JANUARY 16,1997, IN TENANT'S SOLE AND ABSOLUTE
DISCRETION FOR ANY OR NO REASON, INCLUDING, WITHOUT LIMITATION, ANY TAX
ABATEMENT MATTERS, IN THE EVENT THAT TENANT IS NOT FULLY AND COMPLETELY
SATISFIED WITH ALL ASPECTS OF THE PREMISES, THE REAL PROPERTY, OR THE BUILDING.

         8.2 If Tenant elects to terminate this Lease as provided for above,
the Tenant shall deliver to Landlord written notice of such termination (the
"Termination Notice") on or before January 16, 1997. Upon Tenant's delivery of
the Termination Notice, this Lease (i) shall automatically and immediately
terminate and become null and void and be of no force and effect, (ii) Tenant
shall be relieved of and from any and all further liability or obligation to
Landlord under and pursuant to this Lease, (except for any obligations, if any,
of Tenant to indemnify Landlord for claims by third parties related to Tenant's
inspection of the Premises) and (iii) Landlord shall immediately return to
Tenant all amounts previously delivered to Landlord by Tenant, including,
without limitation, Rent and the Security Deposit.

         9. MISCELLANEOUS PROVISIONS.

         9.1 Brokerage. Landlord and Tenant acknowledge that Delphi Group Inc.
("Broker") has been retained by Landlord in connection with the Premises and
this Lease, and Landlord hereby agrees that Landlord shall pay to the Broker
the total brokerage commission due and payable to the Broker.



                                       10
<PAGE>   20
         9.2 Brokerage Indemnities. Except as described in Section 9.1 above,
Landlord and Tenant hereby represent and warrant, each to the other, that they
have not disclosed this Lease or the subject matter hereof to, and have not
otherwise dealt with, any broker, finder or any other person, firm, corporation
or other legal entity so as to create any legal right or claim of whatsoever
kind or nature for a commission or similar fee or compensation with respect to
the Premises or this Lease. Landlord and Tenant hereby indemnify each other
against, and agree to hold each other harmless from, any liability or claim
(and all expenses, including attorneys' fees, incurred in defending any such
claim or in enforcing this indemnity) for a real estate brokerage commission or
similar fee or compensation arising out of or in any way connected with any
claimed dealings with the indemnitor and relating to the Premises or this
Lease. The provisions of this Section shall survive the expiration or sooner
termination of this Lease.

         9.3 Subordination, Non-Disturbance and Attornment.

         (a) On or before thirty (30) days from the date hereof, Landlord
covenants to obtain from each lender the security for whose loan encumbers the
Premises or the Real Property (and each lessor whose interest in the Real
Property and/or the Premises is paramount to Landlord's ("Overlessor")) at the
time of execution hereof, or at any time prior to the recordation of the
Memorandum of Lease and Notice of Right of First Refusal specified in Section
9.7 or from any future lender, an executed nondisturbance agreement assuring
Tenant that, notwithstanding any default by Landlord to the lender or
Overlessor or any foreclosure or deed in lieu thereof (or Overlessor's
termination proceedings), Tenant's rights under this Lease shall continue in
full force and effect and its possession of the Premises shall remain
undisturbed (including, without limitation, permission for insurance proceeds
and eminent domain awards to be applied as required hereunder), except in
accordance with the provisions of this Lease, so long as Tenant is not in
default hereunder so as to permit Lease termination. Such agreement(s) shall be
substantially in form and content as EXHIBIT C attached hereto. If Landlord
breaches its obligation(s) hereunder, Tenant may terminate this Lease by
written notice to Landlord at any time prior to Tenant's receipt of all
required nondisturbance agreements.

         (b) Tenant shall, upon Landlord's request, subordinate this Lease in
the future to any first lien placed by Landlord upon the Premises with an
Institutional First Mortgage (hereinafter defined), provided that such lender
executes a nondisturbance agreement providing that if Tenant is not then in
default under this Lease (after any applicable notice and cure period), this
Lease shall not terminate as a result of the foreclosure of such lien, or
conveyance in lieu thereof, and Tenant's rights under this Lease shall continue
in full force and effect and its possession shall be undisturbed, except in
accordance with the provisions of this Lease. As used herein, "Institutional
First Mortgage" shall mean any commercial bank, federal or state savings and
loan association, life insurance company, pension fund, real estate investment
trust, or any affiliate, subsidiary, successor or assignee of any of the
foregoing, holding a first mortgage on the Real Property. Tenant will, upon
request of the lienholder, be a party to such an agreement, and will agree
that, if such lienholder succeeds to the interest of Landlord, Tenant will
recognize said lienholder (or successor in interest of the lienholder) as its
landlord under the terms of this Lease. Such agreement shall be substantially
in form and content as EXHIBIT C attached hereto.

         9.4 Estoppel Certificates. Landlord and Tenant agree at any time and
from time to time, upon not less than ten (10) days prior written request by
either of them to the other, to execute,



                                       11
<PAGE>   21
acknowledge and deliver to the requesting party a statement in writing
certifying that this Lease is unmodified and in full force and effect (or, if
there have been modifications, that the same is in full force and effect as
modified, and stating the modifications), and the date to which the rental and
other charges have been paid in advance, if any, and whether or not any
violations of this Lease are in existence as of the date of said statement, it
being intended that any such statement delivered pursuant to this section may
be relied upon by any prospective purchaser of the fee, or leasehold, or
mortgagee or assignee of any mortgage upon the fee or leasehold interest in the
Premises, or by any assignee of Tenant. The failure of either party to deliver
an estoppel as called for herein, shall constitute a default hereunder.

         9.5 Applicable Law; Construction; Amendment. This Lease shall be
governed by and construed in accordance with the laws of the State of Texas. If
any provisions of this Lease shall be to any extent deemed invalid by a court
of competent jurisdiction, then there automatically shall be added hereto a
provision as similar to the invalid provision as possible so as to achieve the
intended effect of the invalid provision, and, in all events, the remainder of
this Lease shall not be affected thereby. There are no oral or written
agreements between Landlord and Tenant affecting this Lease. This Lease may be
amended only by instruments in writing executed by Landlord and Tenant. The
titles and headings of the several paragraphs and sections contained herein are
for convenience only and shall not be considered in construing this Lease.
Unless repugnant to the context, the words "Landlord" and "Tenant" appearing in
this Lease shall be construed to mean those named above and their respective
heirs, personal representatives, administrators, successors and assigns, and
those claiming through or under them, respectively.

         9.6 Binding Effect of Lease. The covenants, agreements and obligations
herein contained, except as herein otherwise specifically provided, shall
extend to, be binding upon, and inure to the benefit of the parties hereto and
their respective heirs, personal representatives, administrators, successors
and assigns. Landlord may assign this Lease to an entity controlled by Landlord
provided that Landlord's assignee expressly assumes in writing all of the
obligations of Landlord contained in this Lease.

         9.7 Memorandum of Lease and Notice of Right of First Refusal. This
Lease shall not be recorded. However, a memorandum of this Lease and the right
of first refusal herein contained in the form attached hereto as EXHIBIT D
shall be executed, in recordable form, by both parties concurrently herewith
and recorded by Tenant, at Landlord's expense, with the official charged with
recordation duties in the County of Dallas, Texas, with directions that it be
returned to Tenant.

         9.8 Effect of Unavoidable Delays. If either party to this Lease, as
the result of any (i) strikes, lockouts or labor disputes, (ii) inability to
obtain labor or materials or reasonable substitutes therefor, (iii) acts of
God, governmental action, condemnation, or civil commotion, or (iv) other
conditions similar to those enumerated in this Section beyond the reasonable
control of the party obligated to perform, fails punctually to perform any
obligations on its part to be performed under this Lease (except for Tenant's
obligation to pay Rent, unless such failure by Tenant to pay Rent is pursuant
to a provision contained in this Lease providing for abatement of Rent) then
such failure shall be excused and not be a breach of this Lease by the party in
question, but only to the extent occasioned by such event. If any right or
option of either party to take any action under or with respect to this Lease
is conditioned upon the same being exercised within any prescribed period of
time or at or before a named date, then such prescribed period of time and such
named date shall be deemed to be extended or delayed, as the case may be, for a
period equal to the period of the delay occasioned by any event described
above.




                                       12
<PAGE>   22
         9.9 Tenant's Property. As used herein, the term "Tenant's Property"
shall include, without limitation, all equipment, machinery, fixtures and
furniture, now or hereinafter place on or at the Premises, including, without
limitation, computers, terminals, servers, switches, modems, splitters,
routers, communications systems, telecommunications systems, satellite dishes
and receivers, fiber optic systems, software, files, documents, trade and
service marks, logos, intellectual property, and proprietary property and
information without regard to the manner in which any of the foregoing is
attached to the Premises. Tenant shall at all times own and retain the fee
interest in Tenant's Property. Landlord agreed to subordinate its security
interest in Tenant's personalty from time to time and to execute and deliver
such instruments reasonably requested by Tenant from time to time to evidence
such subordination.

         9.10 No Express or Implied Covenant of Continuous Operation.
Notwithstanding anything contained or set forth in this Lease to the contrary,
nothing set forth in this Lease shall be construed, in any manner whatsoever,
as an implied covenant of continuous operation on the part of Tenant, and
Landlord specifically acknowledges that there is no covenant of continuous
operation on the part of Tenant, express or implied. In the event that Tenant
elects to cease its business operations at the Premises, such cessation shall
not be deemed to be an event of default hereunder, nor shall such cessation
relieve Tenant of any of its liabilities or obligations under and pursuant to
this Lease; provided, however, that Tenant shall notify Landlord in writing not
fewer than fifteen (15) days prior to the date that Tenant intends to cease its
business operations at the Premises and Landlord shall have the option of
recapturing the Premises. If Landlord elects to recapture the Premises,
Landlord shall provide Tenant with written notice of such election within
fifteen (15) days following Landlord's receipt of Tenant's Notice. Said notice
from Landlord to Tenant shall provide for a date of termination of this Lease,
which date shall be: (a) thirty (30) days from the date Landlord receives
Tenant's Notice, or (b) thirty (30) days from the date that Tenant ceases its
business operations at the Premises, whichever event shall first occur, and
upon such termination, Tenant shall be relieved of and from any and all further
liability or obligation to Landlord under and pursuant to this Lease.

         9.11 Exterior and Interior Signage. Tenant shall have the absolute and
unconditional right to place its sign at any location on the Real Property,
including the exterior or interior of the Building, and the exterior or
interior of the Premises, in Tenant's sole and absolute discretion. Any such
sign shall be of the size, design and style designated by Tenant in its sole
and absolute discretion. At the expiration or earlier termination of this
Lease, Tenant shall remove its signs at its sole cost and expense.

         9.12 Covenants. All of the covenants, conditions and restrictions
contained in this Lease are for the benefit of the Premises, its easement and
appurtenances, and shall run with and in or to and pass with the Real Property,
and are intended to the binding on any and all successor owners of the Real
Property or any portion thereof.

         9.13 Conflicts. In the event that any provision in this Addendum shall
be in conflict with any provision in this Lease, then, and in all such
instances, the provisions of this Addendum shall control for all purposes.




                                       13
<PAGE>   23
         IN WITNESS WHEREOF, the parties have executed this instrument on the
2nd day of December, 1996.

LANDLORD:
/s/ GEORGE W. LOLLIS 
--------------------
GEORGE W. LOLLIS


/s/ DAISY O. LOLLIS  
-------------------
DAISY O. LOLLIS



TENANT:

AUDIONET, INC., a Delaware corporation

By: /s/ TODD  WAGNER
----------------------
Name: Todd R. Wagner
Title: CEO




STATE OF TEXAS       )
                     )
COUNTY OF DALLAS     )

         BEFORE ME, the undersigned authority, duly authorized to administer
oaths and take acknowledgments, personally appeared George W. Lollis an
individual, and acknowledged that he executed the foregoing instrument in his
individual capacity on this 2nd day of December, 1996.


                                           /S/ SUE BUTLER          
                                           -------------------------------
                                           Notary Public, State of Texas
                                           My Commission Expires: 3-7-2000
                                                                  --------

                                           [NOTARY SEAL OF SUE BUTLER]




                                       14
<PAGE>   24
STATE OF TEXAS       )
                     )
COUNTY OF DALLAS     )

         BEFORE ME, the undersigned authority, duly authorized to administer
oaths and take acknowledgments, personally appeared Daisy 0. Lollis, an
individual, and acknowledged that she executed the foregoing instrument in her
individual capacity on this 2nd day of December, 1996.

                                           /s/ SUE BUTLER          
                                           -------------------------------
                                           Notary Public, State of Texas
[NOTARY SEAL OF SUE BUTLER]                My Commission Expires: 3-7-2000
                                                                  --------



STATE OF TEXAS       )
                     )
COUNTY OF DALLAS     )

         BEFORE ME, the undersigned authority, duly authorized to administer
oaths and take acknowledgments, personally appeared Todd R. Wagner, CEO of
AudioNet, Inc., a Delaware corporation, and acknowledged the foregoing in his
capacity as same for the purposes herein described on behalf of the
corporation, this 3rd day of December, 1996.



                                           /s/ CAROL J. COX
                                           -------------------------------
                                           Notary Public, State of Texas
[NOTARY SEAL OF CAROL J. COX]              My Commission Expires:  6-24-98
                                                                  --------    



                                       15