EXHIBIT 10.26

                             BASIC LEASE INFORMATION

Lease Date:         March 27, 1997

Tenant:             SOUTHWESTERN FINANCIAL SERVICES CORPORATION

Tenant's Address:   P.O. Box 2699
                    Dallas, Texas 75221

Contact:            Mr. Hubert Mathis     Telephone:   (214) 954-7401
                                          Facsimile:   (214) 954-7345

Landlord:           MAXUS TOWER LIMITED PARTNERSHIP
                    a Texas limited partnership

Landlord's Address: 717 N. Harwood Street, Suite 1650
                    Dallas, Texas 75201

Contact:            Property Manager       Telephone:    214-979-6100
                                           Facsimile:    214-754-0455

Premises:           Effective as of the Commencement Date, approximately 111,000
                    rentable  square feet (the  "Initial  Space")  being  10,451
                    rentable  square  feet on the 20th  floor,  24,877  rentable
                    square feet on the 21st floor,  25,050  rentable square feet
                    on the 22nd floor,  25,224  rentable square feet on the 23rd
                    floor and 25,398  rentable  square  feet on the 24th  floor,
                    plus  effective  as of July 1, 1999 (the  "Staged  Occupancy
                    Space Commcement Date") approximately 14,253 rentable square
                    feet (the "Staged  Occupancy  Space") on the 20th floor,  in
                    the  office  building  (the  "Buildings  located on the land
                    described as city block 243, City of Dallas,  Dallas County,
                    Texas,  and whose  street  address  is 717 N.  Harwood  (the
                    "Land").  The Initial Space and the staged  Occupancy  Space
                    comprising the Premises are outlined on the plan attached to
                    the Lease as Exhibit  A.  Tenant has  measured  the  Initial
                    Space and the Staged Occupancy Space and Landlord and Tenant
                    hereby  stipulate  that the  Initial  Space  and the  Staged
                    Occupancy  Space contain in the aggregate  125,253  rentable
                    square feet.

Term:               120  months,  commencing  March 1, 1998  (the  "Commencement
                    Date") and ending at 5:00 p.m. February 29, 2008, subject to
                    adjustment and earlier  termination as provided in the Lease
                    and subject to Tenant's  renewal rights described in Exhibit
                    F. (See Section 26.a. regarding Tenant's right to occupy the
                    Premises prior to the Commencement Date.)

Basic Rental:                                            Basic Rental Rate
                          Period                     Per Rentable Square Foot
                    03/01/98 - 02/28/03                       $14.35
                    03/01/03 - 02/29/08                       $15.35

                    In the event Tenant fails to timely elect to lease the First
                    Expansion  Space,  Tenant shall pay to Landlord,  commencing
                    July 1, 1998 and continuing throughout the Term, an increase
                    in Basic Rent in the  amount of 5.05 per annum per  rentable
                    square  foot in the  Premises,  all as set forth in  Section
                    26.f.(i).

Security Deposit:   $-0-.


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Rent:               Basic   Rental,    Premises   Electrical   Costs,   Tenant's
                    Proportionate  Share of Common Area Electrical Costs, Excess
                    (pursuant  to the terms of  Exhibit  C),  and all other sums
                    that Tenant may owe to Landlord under the Lease.

Permitted Use:      General office use.

Tenant's
Proportionate
Share:              13.4106%  with  respect to the Initial  Space,  which is the
                    percentage  obtained  by dividing  (i) the 111,000  rentable
                    square  feet  in the  Initial  Space  by  (ii)  the  827,704
                    rentable  square  feet in the  Building,  and  1.7220%  with
                    respect  to  the  Staged  Occupancy  Space,   which  is  the
                    percentage  obtained  by  dividing  (i) the 14,253  rentable
                    square  feet in the  Staged  Occupancy  Space  by  (ii)  the
                    827,704  rentable square feet in the Building.  In the event
                    the  rentable  square feet  contained  in the Initial  Space
                    and/or the Staged  Occupancy  Space  increases or decreases,
                    Tenant's Proportionate Share shall be adjusted in accordance
                    with a  fraction,  the  numerator  of which is the number of
                    rentable  square feet contained in the Initial Space and the
                    Staged  Occupancy  Space and the denominator of which is the
                    827,704 rentable square feet in the Building.

Expense Stop:       An  amount  equal  to  106% of the  actual  Basic  Cost  per
                    rentable  square foot in the Building for the 1997  calendar
                    year, as set forth on Exhibit C.


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

Maximum
Construction
Allowance:          $24.50 per rentable  square foot with respect to the Initial
                    Space and a  prorated  amount  with  respect  to the  Staged
                    Occupancy Space calculated in accordance with Exhibit D.

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

LANDLORD:                                TENANT:
MAXUS TOWER LIMITED PARTNERSHIP,         SOUTHWESTERN FINANCIAL
a Texas limited partnership              SERVICES CORPORATION
                                         a Delaware corporation

By: Shamrock Equities Limited,           By:/s/Glenn H. Gettier, Jr.
    a Delaware Limited partnership,         ------------------------
    its sole general partner             Name: Glenn H. Gettier, Jr.
                                         Title: President & Chief
                                                Executive Officer

    By:  /s/Preston R. Sargent
         ---------------------
    Name:   Preston R. Sargent
    Title:  President



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                                TABLE OF CONTENTS
                                                                            Page

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

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

TERM...........................................................................l

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

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

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

IMPROVEMENTS; ALTERATIONS; REPAIRS; MAINTENANCE................................5
     a.   Improvements: Alterations............................................5
     b.  Repairs: Maintenance..................................................6
     c.  Performance of Work...................................................6
     d.  Mechanic's Liens......................................................6

USE............................................................................7

ASSIGNMENT AND SUBLETTING......................................................7
     a.  Transfers: Consent....................................................7
     b.  Cancellation .........................................................8
     c.  Additional Compensation...............................................8
     d.  Permitted Transferees.................................................8

INSURANCE; WAIVERS; SUBROGATION; INDEMNITY.....................................9
     a.  Insurance.............................................................9
     b.  Waiver of Negligence Claims: No Subrogation..........................10
     c.  Indemnity............................................................10

SUBORDINATION ATTORNMENT NOTICE TO LANDLORD'S MORTGAGEE                       10
     a.  Subordination........................................................10
     b.  Attornment...........................................................10
     c.  Notice to Landlord's Mortgagee.......................................11
     d.  Non-Disturbance Agreement............................................11

RULES AND REGULATIONS.........................................................11

CONDEMNATION..................................................................11
     a.  Taking - Landlord's and Tenant's Rights..............................11
     b.  Taking - Landlord's Rights...........................................11
     c.  Award................................................................12

FIRE OR OTHER CASUALTY........................................................12
     a.  Repair Estimate......................................................12
     a   Landlord's and Tenant's Rights.......................................12
     c.  Landlord's Rights....................................................12
     d.  Repair Obligation....................................................13

TAXES ........................................................................13

EVENTS OF DEFAULT.............................................................13

REMEDIES......................................................................14

PAYMENT BY TENANT; NON-WAIVER.................................................15
     a.  Payment by Tenant....................................................15
     b.  No Waiver............................................................15

LANDLORD'S LIEN...............................................................15

SURRENDER OF PREMISES.........................................................16

HOLDING OVER..................................................................16


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CERTAIN RIGHTS RESERVED BY LANDLORD...........................................17

MISCELLANEOUS.................................................................17
     a.  Landlord Transfer....................................................17
     b.  Landlord's Liability.................................................18
     c.  Force Majeure........................................................18
     d.  Brokerage............................................................18
     e.  Estoppel Certificates................................................18
     f.  Notices..............................................................18
     g.  Separability.........................................................18
     h.  Amendments: and Binding Effect.......................................19
     i.  quiet Enjoyment......................................................19
     j.   Joint and Several Liability.........................................19
     k.  Captions.............................................................19
     1.  No Merger............................................................19
     m.  No Offer.............................................................19
     n.  Tax Protest..........................................................19
     o.  Exhibits.............................................................20
     p.  Entire Agreement.....................................................20

SPECIAL PROVISIONS............................................................20
    a.   Early Occupancy......................................................20
    b.   Hazardous Substances.................................................21
    c.   Building Signage.....................................................21
    d.   Building Name........................................................21
    e.   Refurbishment Allowance..............................................22
    f.   Expansion Options....................................................22
    g.   Landlord's Default...................................................24
    h.   Memorandum of Lease..................................................24

EXHIBITS

Exhibit A - Outline of Premises and Expansion Area
Exhibit B - Building Rules and Regulations
Exhibit C - Operating Expense Escalator
Exhibit D - Tenant Finish-Work: Allowance
Exhibit E - Parking
Exhibit F - Extension Options
Exhibit G - Cleaning Specifications
Exhibit H - Form of Insurance
Exhibit I - Memorandum of Lease
Exhibit J - Landlord's Obligations with respect to Sprinkler Loop
Exhibit K - Contractor and Third Party Services Insurance Requirements
Exhibit L - Non-Disturbance and Attornment Agreement
Exhibit M - Additional Items Tenant May Remove at Termination of Lease
Exhibit N - Leasehold Improvements Not Required to be Removed at
             Termination of Lease
Exhibit O - Building Monument Sign
Exhibit P - Definition of Common Area


<PAGE>


                                      LEASE

THIS  LEASE  AGREEMENT  (this  "Lease")  is entered  into as of March 27,  1997,
between  Maxus  Tower   Limited   Partnership,   a  Texas  limited   partnership
("Landlord"),  and  Southwestern  Financial  Services  Corporation,  a  Delaware
corporation ("Tenant").

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

LEASE GRANT         2.  Subject to the terms of this Lease,  Landlord  leases to
                    Tenant,  and Tenant leases from  Landlord,  the Premises and
                    the  non-exclusive  use of the common areas of the Building.
                    As used  herein  the term  "common  areas"  shall mean those
                    areas of the Building set forth on Exhibit P.

TERM                3.  If the  Commencement  Date  is not  the  first  day of a
                    calendar month,  then the Term shall be extended by the time
                    between the Commencement  Date and the first day of the next
                    month.  If this Lease is executed  before he Premises become
                    vacant or  otherwise  available  and ready for  occupancy by
                    Tenant,  or if any present  occupant of the  Premises  holds
                    over and Landlord cannot acquire  possession of the Premises
                    before the Commencement  Date, then (a) Tenant's  obligation
                    to pay Rent hereunder shall be waived until Landlord tenders
                    possession of the Premises to Tenant,  (b) the Term shall be
                    extended by the time between the scheduled Commencement Date
                    and the date on which  Landlord  tenders  possession  of the
                    Premises  to tenant  (which date will then be defined as the
                    Commencement  Date),  (c)  Landlord  shall not be in default
                    hereunder or be liable for damages therefor,  and (d) Tenant
                    shall  accept  possession  of  the  Premises  when  Landlord
                    tenders  possession   thereof  to  Tenant.   Notwithstanding
                    anything herein to the contrary,  in the event Landlord does
                    not  tender  possession  of  the  Premises  within  90  days
                    following the Commencement Date set forth in the Basic Lease
                    Information,  Tenant shall have the right,  as Tenant's sole
                    and exclusive  remedy, to terminate this Lease by delivering
                    written  notice  thereof  to  Landlord  prior  to  the  date
                    Landlord tenders possession. Tenant acknowledges that Tenant
                    has been  afforded the  opportunity  co inspect the Premises
                    and has  conducted  such tests as Tenant,  in Tenant's  sole
                    discretion,   deems  appropriate,  and  Tenant  accepts  the
                    Premises  in their as is  condition,  subject to  Landlord's
                    repair  obligations  expressly  set forth in this  Lease and
                    Landlord's  obligations set forth on Exhibit J. Tenant shall
                    execute  and  deliver  to  Landlord,  within  ten days after
                    Landlord has  requested  same, a letter  confirming  (i) the
                    Commencement   Date,  (ii)  that  Tenant  has  accepted  the
                    Premises,  and (iii) that  Landlord has performed all of its
                    obligations   with  respect  to  the  Premises  (except  for
                    punch-list and other items specified in such letter). Tenant
                    hereby  acknowledges that the air quality of the Building as
                    of the date of this Lease is acceptable to Tenant.

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

                    b. [Intentionally Deleted.]


<PAGE>
                    c. Electrical Costs.  Tenant shall pay to Landlord an
                    amount (the Electrical  Costs") equal to the sum of the cost
                    of the  electricity  used  by the  Premises  (the  "Premises
                    Electrical Costs"),  plus the product of (i) the cost of all
                    electricity  used  by  the  common  areas  of  the  Building
                    ("Common  Area  Electrical   Costs"),   multiplied  by  (ii)
                    Tenant's   Proportionate   Scare.   The  Premises  shall  be
                    separately  metered by  Tenant,  at  Tenant's  sole cost and
                    expense,  to determine the Premises  Electrical  Costs.  The
                    Premises  Electrical  Costs shall be payable  monthly on the
                    first day of each calendar month based on the actual cost to
                    Landlord of the Premises  Electrical  Costs. The Common Area
                    Electric  Al  Costs  shall  be  payable   monthly  based  on
                    Landlord's  estimate of the amount due for each  month,  and
                    shall be due on the  Commencement  Date and on the first day
                    of  each  calendar  month  thereafter  unless  Landlord  has
                    theretofore furnished Tenant with information indicating the
                    amount due,  in which event such amount  shall be due within
                    ten days after  Landlord has  delivered to Tenant an invoice
                    therefor.

                    d. Annual Cost Statement.  By April 1 of each calendar year,
                    or as soon thereafter as practicable, Landlord shall furnish
                    to Tenant a  statement  of  Landlord's  actual  Common  Area
                    Electrical  Costs  (the  "Annual  Cost  Statement")  for the
                    previous  year  adjusted as provided in Section  4.e. If the
                    Annual  Cost  Statement  reveals  that  Tenant paid more for
                    Common Area  Electrical  Costs than  Tenant's  Proportionate
                    Share of Common Area Electrical  Costs in the year for which
                    such statement was prepared,  then Landlord shall  reimburse
                    or credit Tenant such excess  within 30 days after  delivery
                    of the Annual Cost Statement in question likewise, if Tenant
                    paid less than Tenant's  Proportionate  Share of Common Area
                    Electrical  Costs,  then  Tenant  shall  pay  Landlord  such
                    deficiency  within 30 days after delivery of the Annual Cost
                    Statement.  Tenant  shall have the right to audit the Annual
                    Cost  Statement  pursuant  to the  terms of  Section  (f) of
                    Exhibit C.

DELINQUENT
PAYMENT;
HANDLING
CHARGES             5. All  payments  required  of Tenant  hereunder  shall bear
                    interest  from the date due  until  paid at the  lesser  per
                    annum  rate of (i) 4% in excess of Prime  Rate,  or (ii) the
                    maximum  lawful  rate.  Alternatively,  Landlord  may charge
                    Tenant a fee (the "Late  Fee" equal to 5% of the  delinquent
                    payment to reimburse Landlord for its cost and inconvenience
                    incurred as a  consequence  of Tenant's  delinquency.  In no
                    event,  however,  shall the  charges  permitted  under  this
                    Section 5 or elsewhere in this Lease, to the extent the same
                    are considered to be interest under  applicable  law, exceed
                    the  maximum  lawful rate of  interest  With  respect to the
                    first past due payment  during any calendar  year,  Landlord
                    agrees to (i) waive the Late Fee,  and (ii)  waive the first
                    10 days of interest.

                    6. [Intentionally Deleted.]

LANDLORD'S
OBLIGATIONS         7. a.  Services  Landlord  shall furnish to Tenant (1) water
                    (hot and cold) at those  points  of supply on each  floor of
                    the  Premises  provided  for  general  use of tenants of the
                    Building;  (2) heated and  refrigerated  air conditioning as
                    appropriate,  at such times as Landlord  normally  furnishes
                    these  services to all tenants of the Building,  and at such
                    temperatures   and  in  such   amounts  as  are   reasonably
                    considerred by Landlord to be standard  ("Building  Standard
                    HVAC") (3)  janitorial  service to the  Premises on weekdays
                    other  than  holidays  in  accordance  with  Exhibit G. such
                    service to be  furnished  by an insured  janitorial  service
                    supplier   (Landlord  reserves  the  right  to  bill  Tenant
                    separately for extra janitorial  service requested by Tenant
                    which  are not  specified  on  Exhibit  G) and  such  window
                    washing as may from time to time in  Landlord's  judgment be
                    reasonably required; (4) elevators for ingress and egress to
                    the floors on which the Premises are located, in common with
                    other tenants,  provided that Landlord may reasonably  limit
                    the  number of  elevators  to be in  operation  (i) at times
                    other than  during  customary  business  hours,  and (ii) on
                    holidays  (provided,  that,  in  all  events  at  least  one

<PAGE>
                    elevator to all floors of the Premises shall be in operation
                    at all times);  (5) replacement of  Building-standard  light
                    bulbs and fluorescent tubes, provided that Landlord's direct
                    actual cost without any mark-up or profit for such bulbs and
                    tubes  shall  be  paid  by  Tenant;  and  (6)  400  amps  of
                    electrical  service available to each floor of the Premises;
                    provided,  however,  that Tenant  shall be  responsible,  at
                    Tenant's sole cost, for transforming such electrical service
                    to  meet  Tenant's  electrical  needs,  including,   without
                    limitation,   the   purchase   and   installation   of   KVA
                    transformers  on the 21st and 24th  floors of the  Building.
                    For  informational  purposes only,  Landlord  hereby advises
                    Tenant  : that  (i)  Landlord  currently--  provides  to the
                    Premises  Building  Standard HVAC 24 hours.  per day, 7 days
                    per  week  without   additional  charge,  -  (ii)  customary
                    business ??? are  currently-  7:00 a.m.-to 7:00 p.m.  Monday
                    through  Friday  and 7:00 a.m.  to 1:00 p.m.  Saturday,  and
                    (iii) holidays  currently mean New Year's Day, Memorial Day,
                    Independence Day, Labor Day,  Thanksgiving Day and Christmas
                    Day.  Tenant  acknowledges,   however,   that  such  policy,
                    customary  business hours and holidays are subject to change
                    from time to time.  Landlord shall deliver  reasonable prior
                    written  notice to Tenant of any such  change.  If  Landlord
                    delivers  prior written notice to Tenant of any such change,
                    Landlord shall nevertheless furnish Tenant Building Standard
                    HVAC at no cost  during the hours of 7:00 a.m.  to 7:00 p.m.
                    Monday through  Friday and 7:00 a.m. to 1:00 p.m.  Saturday,
                    except New Year's Day, Memorial Day, Independence Day, Labor
                    Day,  Thanksgiving  Day and Christmas  day, and, upon notice
                    prior to 3:00 p.m.  of the day for which  such  after  hours
                    service is requested, Landlord shall furnish Tenant Building
                    Standard  HVAC during all other hours at Tenant's cost based
                    upon  Landlord's  direct  actual cost  therefor  without any
                    mark-up or profit.  Landlord shall maintain the common areas
                    of the  Building  in a  manner  consistent  with  comparable
                    buildings in the central business district of Dallas, Texas,
                    except for damage  occasioned by Tenant,  or its  employees,
                    agents or  invitees.  If Tenant  desires any other  services
                    specified in this Section 7.a. (other than Building Standard
                    HVAC) at any time other than times herein  designated,  such
                    services  shall be  supplied  to  Tenant  upon  the  written
                    request of Tenant  delivered to Landlord before 3:00 p.m. on
                    the business  day  preceding  such extra  usage,  and Tenant
                    shall pay to Landlord  the direct  actual  cost  without any
                    mark-up  or  profit  of such  services  monthly  in the same
                    manner as Basic Rental.

                    b. Excess Utility Use. Landlord shall use reasonable efforts
                    to furnish electrical current for computers, electronic data
                    processing  equipment,   special  lighting,  equipment  that
                    requires  more  than 110  volts,  or other  equipment  whose
                    electrical  energy  consumption  exceeds normal office usage
                    through the  then-existing  feeders  and risers  serving the
                    Building and the Premises.  The Premises shall be separately
                    metered at Tenant's  expense.  Tenant  shall not install any
                    electrical   equipment   which  would   result  in  Tenant's
                    connected load exceeding 8 watts per square foot of rentable
                    area  within  the  Premises  unless  approved  in advance by
                    Landlord.  The use of  electricity in the Premises shall not
                    exceed the  capacity  of  existing  feeders and risers to or
                    wiring in the  Premises.  Any risers or wiring  required  to
                    meet Tenant's excess  electrical  requirements  shall,  upon
                    Tenant's  written  request,  be installed  by  Landlord,  at
                    Tenant's cost, if, in Landlord's  reasonable  judgment,  the
                    same are necessary and shall not cause  permanent  damage or
                    injury to the  Building or the  Premises,  cause or create a
                    dangerous  or  hazardous  condition,   entail  excessive  or
                    unreasonable alterations, repairs, or expenses, or interfere
                    with or disturb  other  tenants of the  Building.  If Tenant
                    uses  machines  or  equipment  (other  than  general  office
                    machines, excluding computers and electronic data processing
                    equipment)  in the  Premises  which  affect the  temperature
                    otherwise  maintained  by the  air  conditioning  system  or
                    otherwise  overload  any  utility,  and Tenant fails to cure
                    such  condition  within  30 days  after  Landlord's  written
                    notice to Tenant,  Landlord  may  install  supplemental  air
                    conditioning  units or other  supplemental  equipment in the
                    Premises,  and the direct  actual cost  thereof  without any
                    mark-up  or  profit,  including  the  cost of  installation,
                    operation, use, and maintenance,  shall be paid by Tenant to

<PAGE>

                    Landlord  within ten days after  Landlord  has  delivered to
                    Tenant an invoice therefor.

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

                    d.  Restoration  of Services  Abatement.  Landlord shall use
                    reasonable  efforts  to restore  any  service  that  becomes
                    unavailable;  however,  such unavailability shall not render
                    Landlord  liable  for  any  damages  caused  thereby,  be  a
                    constructive eviction of Tenant,  constitute a breach of any
                    implied  warranty,  or,  except  as  provided  in  the  next
                    sentence,  entitle  Tenant  to  any  abatement  of  Tenant's
                    obligations  hereunder unless such  unavailability is caused
                    by  Landlord's  gross  negligence  or  willful   misconduct.
                    Notwithstanding  the  foregoing,  in the  event  that (i) an
                    interruption  of any of those  services  to be  provided  by
                    Landlord  under this Section 7 shall render the Premises not
                    usable  by  Tenant  in a  manner  reasonably  comparable  to
                    Tenant's manner of use thereof before the  unavailability of
                    such services without material discomfort or hardship,  (ii)
                    such  interruption  was not caused by any act or omission of
                    Tenant or Tenant's  employees,  agents or  contractors,  and
                    (iii)  such  interruption  was not the result of a Taking or
                    casualty  (in which case the terms of Section 14 and Section
                    15, respectively,  shall govern), the following shall apply:
                    (A) if such  interruption  shall  continue  for a period  in
                    excess of 5 consecutive  business days,  then Tenant's Basic
                    Rental  obligations  under  the Lease  shall  abate for such
                    period which exceeds 5  consecutive  business  days;  (B) if
                    such  unavailability  occurs  more  than 15  non-consecutive
                    business  days  during any 12 month  period,  then  Tenant's
                    Basic  Rental  obligations  under the Lease  shall abate for
                    each day of unavailability in excess of 5 business days; and
                    (C) if such  unavailability  shall  continue for a period in
                    excess of 45  consecutive  days,  then Tenant may  terminate
                    this Lease by delivering  written notice thereof to Landlord
                    prior  to the  restoration  of  such  service.  Such  rental
                    abatement  shall be on a pro rata basis to reflect only that
                    portion of the  Premises  affected  by the  interruption  of
                    services.  The  abatement  of  rent  provided  for  in  this
                    paragraph  shall  not  be  applicable  in  the  case  of any
                    interruption  or  malfunction  resulting from a reduction or
                    elimination  of electrical  service to the Building from the
                    electrical utility company or governmental  agency providing
                    such  electrical  service  or  change  in  quality  of  such
                    service, nor shall such abatement be applicable in the event
                    of  any  interruption  or  malfunction  of  services  due to
                    regulations of any government or  governmental  authority or
                    any utility company  providing  electrical  service provided
                    such  interruption  or malfunction is not due to the failure
                    of Landlord to make  payment for such service or the failure
                    to  comply  or  perform  its   contractual   obligations  or
                    Landlord's failure to comply with existing  applicable rules
                    or regulations.

IMPROVEMENTS;
ALTERATIONS;
REPAIRS;
MAINTENANCE         8.  a.  Improvements;   Alterations.   Improvements  to  the
                    Premises  shall be  installed  at the expense of Tenant and,
                    except  with  respect  to  Tenant's  furniture  and  movable
                    partitions, only in accordance with plans and specifications
                    which have been  previously  submitted  to and  approved  in
                    writing by Landlord. Notwithstanding the foregoing, Landlord
                    shall not unreasonably  withhold or delay its consent in the
                    event  Tenant   requests   Landlord's   permission  to  make
                    non-structural alterations, additions or improvements to the
                    Premises which do not affect the electrical,  mechanical, or
                    heating,  ventilating  and air  conditioning  systems of the
                    Premises  or  the   Building.   After  the  initial   Tenant
                    improvements  are  made,  except  with  repent  to  tenant's

<PAGE>

                    furniture and movable partitions, no alterations or physical
                    additions  in  or  to  the  Premises  may  be  made  without
                    Landlord's prior written consent.  Tenant shall not paint or
                    install  lighting  or  decorations,  signs,  window  or door
                    lettering,  or advertising media of any type on or about the
                    Premises without the prior written consent of Landlord.  All
                    alterations,  additions,  or improvements (whether temporary
                    or permanent in character,  and including without limitation
                    all air-conditioning  equipment and all other equipment that
                    is in any  manner  connected  to the  Building'  B  plumbing
                    system) made in or upon the Premises,  either by Landlord or
                    Tenant,  shall be Landlord's property at the end of the Term
                    and shall remain on the  Premises  without  compensation  to
                    Tenant. Approval by Landlord of any of Tenant's drawings and
                    plans and  specifications  prepared in  connection  with any
                    improvements   in  the  Premises   shall  not  constitute  a
                    representation or warranty of Landlord as to the adequacy or
                    sufficiency of such drawings,  plans and specifications,  or
                    the improvements to which they relate, for any use, purpose,
                    or condition,  but such approval shall merely be the consent
                    of Landlord as required hereunder.  Notwithstanding anything
                    in this Lease to the contrary,  Tenant shall be  responsible
                    for  the  cost of all  work  required  to  comply  with  the
                    retrofit requirements of the Americans with Disabilities Act
                    of  1990,  and  all  rules,   regulations,   and  guidelines
                    promulgated  thereunder,  (collectively,  the "ADA".) as the
                    same may be amended from time to time,  necessitated  by any
                    installations,  additions,  or alterations made in or to the
                    Premises at the  request of or by Tenant or by Tenant's  use
                    of the  Premises  (other than  retrofit  work whose cost has
                    been particularly identified as being payable by Landlord in
                    an instrument signed by Landlord and Tenant),  regardless of
                    whether such cost is incurred in  connection  with  retrofit
                    work required in the Premises  (including the Work described
                    in   Exhibit  D)  or  in  other   areas  of  the   Building.
                    Notwithstanding the foregoing, Landlord shall be responsible
                    for complying with the ADA with respect to the elevators and
                    elevator lobbies.

                    b. Repairs; Maintenance.  Tenant shall maintain the Premises
                    (other than structural  components  thereof and the Building
                    systems) in a clean, safe, operable condition, and shall not
                    permit or allow to remain any waste or damage to any portion
                    of the  Premises,  other  than  ordinary  wear  and tear and
                    damage caused by Casualty (as defined in Section 15). Tenant
                    shall repair or replace, subject to Landlord's direction and
                    supervision, any damage to the Building to the extent caused
                    by Tenant or Tenant's agents,  contractors,  or invitees. If
                    Tenant fails to make such repairs or replacements  within 15
                    days after the occurrence of such damage,  then Landlord may
                    make the same at  Tenant's  cost.  In lieu of having  Tenant
                    repair any such damage outside of the Premises, Landlord may
                    repair such damage at Tenant's  cost. The direct actual cost
                    of any repair or  replacement  work  performed  by  Landlord
                    under  this  Section  8,  plus a  reasonable  administrative
                    charge,  shall be paid by Tenant to Landlord within ten days
                    after Landlord has delivered to Tenant an invoice therefor.

                    c. Performance of Work. All work described in this Section 8
                    shall be performed  only by Landlord or by  contractors  and
                    subcontractors  approved  in  writing  by  Landlord,   which
                    approval  shall not be  unreasonably  withheld  or  delayed.
                    Tenant shall cause all  contractors  and  subcontractors  to
                    procure and maintain  insurance coverage against such risks,
                    in such  amounts,  and with such  companies  as comply  with
                    Landlord's  requirements  set forth on  Exhibit  K. All such
                    work shall be performed in  accordance  with all  applicable
                    legal  requirements and in a good and workmanlike  manner so
                    as not to damage the  Premises,  the  primary  structure  or
                    structural   qualities   of  the   Building,   or  plumbing,
                    electrical  lines, or other utility  transmission  facility.
                    All such work which may affect the HVAC,  electrical system,
                    or plumbing must be approved by the  Building's  engineer of
                    record, which consent shall not be unreasonably  withheld or
                    delayed,  unless  such  work  would  materially  affect  the
                    structure of the Building or the HVAC,  electrical system or
                    plumbing.

                    d.  Mechanic's  Liens.  Tenant  shall not  permit  any valid
                    mechanic's  liens to  remain  against  the  Premises  or the
                    Building for any work  performed,  materials  furnished,  or

<PAGE>

                    obligation  incurred  by or at the  request of Tenant If any
                    lien is filed (valid or invalid),  then Tenant shall, within
                    ten days after  Landlord has delivered  notice of the filing
                    to Tenant,  either pay the amount of the lien or  diligently
                    contest  such lien and  deliver to  Landlord a bond or other
                    security  reasonably  satisfactory  to  Landlord.  If Tenant
                    fails to timely take either such action,  then  Landlord may
                    pay  the  lien  claim  without  inquiry  as to the  validity
                    thereof, and any amounts reasonably paid, including expenses
                    and interest, shall be paid by Tenant to Landlord within ten
                    days  after  Landlord  has  delivered  to Tenant an  invoice
                    therefor.

USE                 9. Tenant  shall  occupy and use the  Premises  only for the
                    Permitted  Use and shall  comply with all  applicable  laws,
                    orders,   rules,  and  regulations   relating  to  the  use,
                    condition, and occupancy of the Premises. The Premises shall
                    not be used for any use  which is  disreputable  or  creates
                    extraordinary  fire hazards or results in an increased  rate
                    of  insurance on the Building or its contents or the storage
                    of any hazardous  materials or  substances.  If,  because of
                    Tenant's  acts, the rate of insurance on the Building or its
                    contents  increases,  and  Tenant  fails to cease  such acts
                    within 10 days following  written notice thereof,  then such
                    acts  shall be an  Event of  Default,  Tenant  shall  pay to
                    Landlord the amount of such increase to the extent caused by
                    Tenant's  acts,  on demand,  and  acceptance of such payment
                    shall not  constitute  a waiver of any of  Landlord's  other
                    rights.  Tenant  shall  conduct its business and control its
                    agents,  employees,  and invitees in such a manner as not to
                    create any unreasonable  nuisance or unreasonably  interfere
                    with other  tenants or  Landlord  in its  management  of the
                    Building.

ASSIGNMENT AND
SUBLETTING          10. a. Transfers Consent.  Except with respect to a transfer
                    to a  Permitted  Transferee  (as  defined in 10.d.),  Tenant
                    shall  not,  without  the  prior  written  consent  shall of
                    Landlord (which consent -shall not see unreasonably withheld
                    or delayed),`(i)  advertise that any portion of the Premises
                    is available for leases, (ii) assign,  transfer, or encumber
                    this  Lease  or  any  estate  or  interest  herein,  whether
                    directly or by operation of law, (iii) sublet any portion of
                    the Premises, (iv) grant any license,  concession,  or other
                    right of  occupancy of any portion of the  Premises,  or (v)
                    permit the use of the  Premises  by any  parties  other than
                    Tenant (any of the events listed in clauses (ii) through (v)
                    being  a  Transfer).   In   determining   whether  to  grant
                    permission  to  Tenant's  request  to assign  this  Lease or
                    sublease the Premises,  Landlord may consider any reasonable
                    factor.  Landlord  and  Tenant  agree  that  any  one of the
                    following factors,  or any other reasonable factor,  will be
                    reasonable grounds for deciding Tenant's request:

                         (A) The business reputation of the proposed assignee or
                    subleases must be in accordance  with  generally  acceptable
                    commercial   standards   and   consistent   with   generally
                    acceptable  commercial  standards  of  office  buildings  of
                    comparable size and age in the central business  district of
                    Dallas, Texas;

                         (B) The use of the Premises by the proposed assignee or
                    sublessee must be for general or limited office use only;

                         (C) The  proposed  assignee or  sublessee  may not be a
                    tenant or occupant in the Building, unless Landlord does not
                    have space  available  in the Building to  accommodate  such
                    tenant's leasing requirements; and

                         (D) Use of the  Premises  by the  proposed  assignee or
                    sublessee shall not violate any other  agreements  affecting
                    the  Premises,  the  Building,  Landlord  or other  tenants,
                    provided,  however,  that Landlord  agrees not to enter into
                    any  agreement  subsequent  to the date of this Lease  which
                    would  prohibit  a  Permitted   Transferee  from  using  the
                    Premises for the Permitted Use.

                    If Tenant requests  Landlord's  consent to a Transfer,  then
                    Tenant shall provide Landlord with a written  description of
                    all terms and conditions of the proposed Transfer, copies of
                    the proposed  documentation,  and the following  information

<PAGE>

                    about the proposed transferee:  name and address; reasonably
                    satisfactory  information  about its  business  and business
                    history;   its  proposed  use  of  the  Premises;   banking,
                    financial,   and  other  credit  information;   and  general
                    references  sufficient  to enable  Landlord to determine the
                    proposed transferees  creditworthiness and character. Tenant
                    shall reimburse Landlord for its reasonable  attorneys' fees
                    and other  direct  actual  expenses  without  any mark-up or
                    profit incurred in connection  with  considering any request
                    for its  consent to a Transfer.  If  Landlord  consents to a
                    proposed  Transfer,   then  the  proposed  transferee  shall
                    deliver to Landlord a written agreement whereby it expressly
                    assumes the Tenant's  obligations  hereunder;  however,  any
                    transferee  of less  than all of the  space in the  Premises
                    shall be liable only for  obligations  under this Lease that
                    are properly allocable to the space subject to the Transfer,
                    and  only to the  extent  of the rent it has  agreed  to pay
                    Tenant therefor.  Landlord's consent to a Transfer shall not
                    release Tenant from  performing its  obligations  under this
                    Lease, but rather Tenant and its transferee shall be jointly
                    and severally  liable  therefor.  Landlord's  consent to any
                    Transfer  shall  not  waive  Landlord's  rights  as  to  any
                    subsequent  Transfers.  If an Event of Default  occurs while
                    the  Premises or any part thereof are subject to a Transfer,
                    then  Landlord,  in  addition  to its other  remediies,  may
                    collect directly from such transferee all rents becoming due
                    to  Tenant  and  apply  such  rents  against  Rent.   Tenant
                    authorizes its transferees to make payments of rent directly
                    to Landlord upon receipt of notice from Landlord to do so.

                    b. Cancellation.  Except with respect to (i) a transfer to a
                    Permitted  Transferee,  or (ii) the subleasing of 50% of the
                    rentable  square  feet  of the  Premises,  other  than  to a
                    Permitted  Transferee,  Landlord  may,  within 30 days after
                    submission  of  Tenant's   written  request  for  Landlord's
                    consent  to a  Transfer,  cancel  this  Lease  (or,  as to a
                    subletting  or  assignment,  cancel as to the portion of the
                    Premises  proposed to be sublet or  assigned) as of the date
                    the  proposed  Transfer  was to be  effective.  If  Landlord
                    cancels this Lease as to any portion of the  Premises,  then
                    this Lease shall cease for such  portion of the Premises and
                    Tenant shall pay to Landlord  all Rent  accrued  through the
                    cancellation  date  relating to the portion of the  Premises
                    covered by the proposed Transfer.  Thereafter,  Landlord may
                    lease  such  portion  of the  Premises  to  the  prospective
                    transferee  (or to any other  person)  without  liability to
                    Tenant.

                    c.  Additional  Compensation.  Tenant shall pay to Landlord,
                    immediately upon receipt thereof, an amount equal to (i) all
                    compensation  received by Tenant for a Transfer that exceeds
                    the Basic Rental, the Premises Electrical Costs and Tenant's
                    share of Common Area Electrical  Costs and Excess  allocable
                    to the portion of the Premises  covered  thereby,  less (ii)
                    reasonable   out-of-pocket   cost   incurred  by  Tenant  in
                    connection with such Transfer,

                    d.  Permitted  Transfers.  Notwithstanding  any provision in
                    this Lease to the  contrary,  the  undersigned  Tenant  may,
                    without   Landlords   prior  written   consent  and  without
                    triggering any cancellation, termination or recapture rights
                    on the part of  Landlord,  (i) assign its rights  hereunder,
                    sublease the Premises, or grant any license,  concession, or
                    other right of  occupancy  of any portion of the Premises to
                    any parent, subsidiary or an affiliate corporation or entity
                    of Tenant,  or (ii) assign its rights  hereunder or sublease
                    the Premises to a bona fide purchaser of  substantially  all
                    of the  undersigned  Tenant's assets or all of the corporate
                    stock of the  undersigned  Tenant or its direct or  indirect
                    parent,  or to an entity with which the  undersigned  Tenant
                    enters into a bona fide  merger or  consolidation  (each,  a
                    "Permitted  Transferees);  provided,  however,  that (x) the
                    undersigned  Tenant or the  survivor of any bona fide merger
                    or consolidation  shall remain liable for the performance of
                    all  covenants,  duties  and  obligations  under the  Lease,
                    irrespective of any such assignment or sublease, (y) the use
                    of the Premises by the Permitted  Transferee may not violate
                    any other agreements  affecting the Premises,  the Building,
                    Landlord or other tenants, provided,  however, that Landlord
                    may not enter into any  agreement  subsequent to the date of
                    this Lease which would prevent a Permitted  Transferee  from

<PAGE>

                    using the Premises for the Permitted Use, and (z) use of the
                    Premises by the Permitted  Transferee shall conform with the
                    uses permitted by this Lease.  Tenant shall notify Landlord,
                    in writing, of any such assignment or sublease within thirty
                    (30) days after its  occurrence  and shall provide  Landlord
                    with all such reasonable information as Landlord may request
                    regarding  the  identity  and  status  of such  assignee  or
                    sublessee.   As  used  herein,   the  expression   Affiliate
                    corporation  or entity"  means a person or business  entity,
                    corporate or otherwise,  that directly or indirectly through
                    one or more intermediaries,  controls or is controlled by or
                    is under  common  control with  Tenant.  The word  "control"
                    means the right and power,  direct or  indirect to cause the
                    direction  of the  management  and  policies  of a person or
                    business entity, corporation or otherwise.

INSURANCE;
WAlVERS;
SUBROGATION;
INDEMNITY           11. a.  lnsurance.  Tenant shall at its expense  procure and
                    maintain   throughout  the  Term  the  following   insurance
                    policies:  (i) comprehensive  general liability insurance in
                    amounts  of  not  less  than  a  combined  single  limit  of
                    55,000,000  (the  Initial  Liabilitv   Insurance   Amount"),
                    insuring Tenant,  Landlord,  Landlord's  managing agents and
                    their respective affiliates against all liability for injury
                    to or death of a person or  persons  or  damage to  property
                    arising  from the use and  occupancy of the  Premises,  (ii)
                    contractual liability insurance coverage sufficient to cover
                    Tenant's indemnity  obligations  hereunder,  (iii) insurance
                    covering the full insurable  value of Tenant's  property and
                    improvements,  and other  property  (including  property  of
                    others),  in the Premises,  and (iv) workman's  compensation
                    insurance,  containing a waiver of  subrogation  endorsement
                    reasonably   acceptable   to  Landlord,   and  (v)  business
                    interruption  insurance.  Tenant's liability insurance shall
                    provide primary  coverage to Landlord when any policy issued
                    to Landlord provides  duplicate or similar coverage,  and in
                    such  circumstance  Landlord's  policy  will be excess  over
                    Tenant's policy.  Tenant shall furnish  certificates of such
                    insurance and such other evidence  satisfactory  to Landlord
                    of the  maintenance  of  all  insurance  coverages  required
                    hereunder,  and Tenant shall obtain a written  obligation on
                    the part of each  insurance  company to notify  Landlord  at
                    least 30 days before  cancellation  or a material  change of
                    any such insurance.  All such insurance policies shall be in
                    the form attached  hereto as Exhibit H or such other form as
                    is  reasonably  satisfactory  to  Landlord,  and  issued  by
                    companies  licensed to do business in Texas with a rating of
                    A-X or better as  established  by Best's Rating  Guide.  The
                    term  "affiliate"  shall  mean any  person or entity  which,
                    directly or  indirectly,  controls,  is controlled by, or is
                    under common control with the party in question.

                    b. Waiver of Negligence  Claims;  No  Subrogation.  Landlord
                    shall not be liable to Tenant or those claiming by, through,
                    or under  Tenant for any injury to or death of any person or
                    persons or the  damage to or theft,  destruction,  loss,  or
                    loss of use of any  property  or  inconvenience  (a  "Loss")
                    caused by casualty, theft, fire, third parties, or any other
                    matter   (including   Losses   arising   through  repair  or
                    alteration of any part of the  Building,  or failure to make
                    repairs, or from any other cause), regardless of whether the
                    negligence  of any  party  caused  such  Loss in whole or in
                    part.  Landlord  and Tenant  each  waives any claim it might
                    have   against  the  other  for  any  damage  to  or  theft,
                    destruction,  loss, or loss of use of any  property,  to the
                    extent  the same is  insured  against  under  any  insurance
                    policy that covers the Building, the Premises, Landlord's or
                    Tenant's    fixtures,    personal    property,     leasehold
                    improvements,  or  business,  or,  in the  case of  Tenant's
                    waiver,  is required to be insured  against  under the terms
                    hereof, regardless of whether the negligence or fault of the
                    other party  caused such loss'  however,  Landlord's  waiver
                    shell  not  include  say  deductible  amounts  on  insurance
                    policies  carried by Landlord (up to 525,000.00) or apply to
                    any  coinsurance  penalty which Landlord might sustain,  and
                    Tenant's  waiver shall not include any deductible  surmounts
                    on insurance  policies  carried by Tenant (up to 525,000.00)
                    or  apply  to any  coinsurance  penalty  which  Ten nt might
                    sustain.  Each party  shall cause its  insurance  carrier to
                    endorse all applicable policies waiving the carrier's rights
                    of recovery under subrogation or otherwise against the other
                    party.

                    c.  Indemnity.  Subject to Section 11.b Tenant shall defend,
                    indemnify,  and hold  harmless  Landlord and its agents from
                    and  against  all claims,  demands,  liabilities,  causes of
                    action, suits, judgments, and expenses (including attorneys'
                    fees)  for any  Loss  arising  from  any  occurrence  on the
                    Premises or from Tenant's failure to perform its obligations
                    under  this  Lease  (other  than a  Loss  arising  from  the
                    negligence  of Landlord or its  agents).  Subject to Section
                    11.b,  Landlord shall defend,  indemnify,  and hold harmless
                    Tenant and its agents from and against all claims,  demands,
                    liabilities,   causes  of  action,  suits,  judgments,   and
                    expenses  (including  attorney8'fees1  for any Loss  arising
                    from any  occurrence  in the Building' 8 common areas (other
                    than a Loss  arising  from the  negligence  of Tenant or its
                    agents or invitees).  The  indemnities  set forth in Section
                    ll.c shall survive termination or expiration of this Lease.

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

                    b. Attornment.  Subject to, and conditioned upon, Tenant and
                    Landlord's  Mortgagee  entering  into a SNDA (as  defined in
                    Section 12.d.),  Tenant shall attorn to any party succeeding
                    to Landlord's interest in the Premises, whether by purchase,
                    foreclosure,  deed in lieu of  foreclosure,  power  of sale,
                    termination  of  lease,  or  otherwise,  upon  such  party's
                    written   request,   and  shall   execute  such   agreements
                    confirming  such  attornment  as such  party may  reasonably
                    request.

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

                    d. Non-Disturbance Agreement.  Landlord shall deliver in the
                    form attached hereto as Exhibit L contemporaneously with the
                    execution  and  delivery  of  this  Lease  by  Landlord,   a
                    non-disturbance   and   attornment   agreement  (the  "SEDAN
                    executed  by General  Electric  Pension  Trust,  the current
                    Landlord's   Mortgagee   as  of  the  date  of  this  Lease.
                    Notwithstanding any contrary provision contained herein, the
                    subordination  of this Lease to any mortgage,  deed of trust
                    or other lien  hereafter  placed  upon the  Premises  or the
                    Building  or any part  thereof  and  Tenant's  agreement  to
                    attorn  to the  holder  of such  mortgage,  deed of trust or
                    other  lien  as  provided  in  this   Section  12  shall  be
                    conditioned    upon   such   holder's    entering   into   a
                    non-disturbance  and  attornment  agreement  in such form as
                    shall  be  reasonably   satisfactory   to  Tenant  and  such
                    subsequent holder.

RULES AND
REGULATIONS         13.  Tenant shall comply with the rules and  regulations  of
                    the  Building  which  are  attached  hereto  as  Exhibit  8.
                    Landlord  may,  from time to time,  reasonably  change  such
                    rules and regulations  for the safety,  care, or cleanliness
                    of the Building and related  facilities,  provided that such
                    changes are  applicable  to all tenants of the  Building and
                    will not  unreasonably  interfere  with  Tenant's use of the
                    Premises.  Tenant shall use commercially  reasonable efforts
                    to cause  compliance  with such rules and regulations by its
                    employees, agents, and invitees.


<PAGE>

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

                    b. Taking - Landlord's Rights. If any material portion,  but
                    less than all, of the Building  becomes subject to a Taking,
                    or if  Landlord  is  required  to pay  any  of the  proceeds
                    received for a Taking to Landlord's

                    Mortgagee,  then this  Lease,  at the  option  of  Landlord,
                    exercised by written  notice to Tenant  within 30 days after
                    such Taking,  shall  terminate and Rent shall be apportioned
                    as of the  date of such  Taking.  If  Landlord  does  not so
                    terminate this Lease and does not elect to relocate  Tenant,
                    then this Lease  will  continue,  but if any  portion of the
                    Premises  has  been  taken,  Basic  Rental  shall  abate  as
                    provided in the last sentence of Section l4.a.

                    c. Award. If any Taking occurs,  then Landlord shall receive
                    the entire  award or other  compensation  for the Land,  the
                    Building,  and other  improvements  taken,  and  Tenant  may
                    separately  pursue a claim  against the  condemnor  for, and
                    retain any separate award or other compensation specifically
                    made for, the value of Tenant's leasehold estate, including,
                    without  limitation,   personal  property  which  Tenant  is
                    entitled to remove under this Lease,  moving costs,  loss of
                    business, and other claims it may have.

FIRE OR
OTHER
CASUALTY            15. a. Repair Postdate.  If the Premises or the Building are
                    damaged by fire or other casualty (a  "Casualtv"),  Landlord
                    shall, within 30 days after such Casualty, deliver to Tenant
                    a good faith  estimate  (the  "Damage  Notice") ,of the time
                    needed to repair the damage caused by such Casualty.

                    b. Landlord's and Tenant's R iqhts. If a material portion of
                    the  Premisses  or the  Building is damage by Casualty  such
                    that Tenant is prevented from conducting its business in the
                    Premises in a manner reasonably comparable to that conducted
                    immediately before such Casualty and Landlord estimates that
                    the damage caused thereby cannot be repaired within 180 days
                    after the date of such  Casualty,  then Landlord may, at its
                    sole  expense,  relocate  Tenant  to  office  space  in  the
                    Building  reasonably  comparable to the  Premises,  provided
                    that Landlord  notifies  Tenant of its intention to do so in
                    the Damage Notice.  Such  relocation may be for a portion of
                    the remaining  Term or the entire Term and in the event such
                    relocation is for a portion of the remaining Term,  Landlord
                    shall,  at  its  sole  expense,  relocate  Tenant  from  the
                    temporary   premises  to  the  Premises  after   restoration
                    thereof.  Landlord shall complete any such relocation within
                    180 days after the date of such  casualty.  If Landlord does
                    not elect to relocate Tenant  following such Casualty,  then
                    Tenant may terminate this Lease by delivering written notice
                    to Landlord  of its  election  to  terminate  within 30 days
                    after the Damage  Notice has been  delivered  to Tenant.  If
                    Landlord  does  not  relocate  Tenant  and  Tenant  does not
                    terminate  this Lease,  then (subject to  Landlord's  rights
                    under  Section l5.c)  Landlord  shall repair the Building or
                    the  Premises,  as the case may be, as provided  below,  and
                    Rent for the portion of the Premises  rendered  untenantable
                    by the damage shall be abated on a reasonable basis from the
                    date of damage until the  completion  of the repair,  unless
                    Tenant  caused  such  damage,  in which case,  Tenant  shall
                    continue to pay Rent without abatement.

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

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

TAXES               16.  Tenant shall be liable for all taxes levied or assessed
                    against personal property,  furniture, or fixtures placed by
                    Tenant in the  Premises.  If any  taxes for which  Tenant is
                    liable are levied or assessed against Landlord or Landlord's
                    property  and  Landlord  elects to pay the  same,  or if the
                    assessed  value  of  Landlord's  property  is  increased  by
                    inclusion of such personal  property,  furniture or fixtures
                    and Landlord elects to pay the taxes based on such increase,
                    then Tenant shall pay to Landlord, upon demand, that part of
                    such taxes for which Tenant is primarily  liable  hereunder.
                    Notwithstanding  the  foregoing,   Tenant  may  contest  the
                    payment of any personal  property taxes in good faith and by
                    appropriate  proceedings provided that (i) any such contests
                    shall  be  prosecuted   diligently   and  in  a  manner  not
                    prejudicial  to the rights of  Landlord;  (ii) Tenant  shall
                    obtain a bond in a form and  substance  and with an  issuing
                    company  reasonably  satisfactory  to  Landlord in an amount
                    sufficient  to cover any  amounts  which may be owing in the
                    event such contest is unsuccessful (Tenant shall obtain such
                    bond within ten (10) days after demand therefor);  and (iii)
                    no contest  may be  conducted  and no payment may be delayed
                    beyond  the date on which the  property  covered  by the tax
                    lien could be sold for nonpayment.

EVENTS OF
DEFAULT             17. Each of the following  occurrences  shall  constitute an
                    "Event of Defaults":

                         a. Tenant's  failure to pay Rent, or any other sums due
                    from Tenant to Landlord under the Lease, upon the expiration
                    of a period of ten (10)  days  following  written  notice to
                    tenant of such failures

                         b. Tenant's failure to perform, comply with, or observe
                    any other  agreement  or  obligation  of Tenant  under  this
                    Lease;  provided,  however,  that  Tenant  shall  not  be in
                    default if Tenant  commences to cure same within thirty (30)
                    days following written notice to Tenant, and if such default
                    is  not   susceptible  of  cure  within  thirty  (30)  days,
                    thereafter  prosecutes the curing thereof with diligence and
                    continuity,  but in no  event  shall  Tenant's  cure  period
                    exceed 120 days following written notice to Tenant;

                         c. The filing of a petition  by or against  Tenant (the
                    term "Tenant" shall include, for the purpose of this Section
                    17.c, any guarantor of the Tenant's  obligations  hereunder)
                    (i) in any bankruptcy or other insolvency  proceeding;  (ii)
                    seeking any relief under any scare or federal  debtor relief
                    law; or (iii) for the appointment of a liquidate or receiver
                    for all or  substantially  all of  Tenant's  property or for
                    Tenant's   interest  in  this  Lease   notwithstanding   the
                    foregoing,  Tenant  shall have  ninety (90) days to obtain a
                    dismissal of an involuntary  bankruptcy  proceeding or other
                    involuntary proceeding before such an event shall constitute
                    an Event of Default.

                         d. Tenant shall desert any portion of the Premises; and

                         e. The  admission  by Tenant  that it  cannot  meet its
                    obligations  as they become due or the making by Tenant of a
                    general assignment for the benefit of its creditors.

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

                         a. Terminate this Lease by giving Tenant written notice
                    thereof,  in which  event,  Tenant shall pay to Landlord the
                    sum of (i) all Rent  accrued  hereunder  through the date of
                    termination,  (ii) all amounts due under Section 19.a.,  and
                    (iii) an  amount  equal to (A) the total  Rent  that  Tenant
                    would have been  required  to pay for the  remainder  of the
                    Term  discounted  to present value at a per annum rate equal
                    to the "Prime  Rate" as  published on the date this Lease is
                    terminated by The Wall Street Journal, Southwest Edition, in
                    its  listing of "Money  Rates",  minus (3) the then  present
                    fair rental value of the Premises for such period, similarly
                    discounted; or

                         b.  Terminate  Tenant's  right  to  possession  of  the
                    Premises  without  terminating  this Lease by giving written
                    notice thereof to Tenant, in which event Tenant shall pay to
                    Landlord (i) all Rent and other amounts accrued hereunder to
                    the date of termination of possession,  (ii) all amounts due
                    from time to time under  Section  l9.a.,  and (iii) all Rent
                    and  other  sums  required  hereunder  to be paid by  Tenant
                    during the remainder of the Term, diminished by any net sums
                    thereafter   received  by  Landlord  through  reletting  the
                    Premises  during  such  period.  Reentry by  Landlord in the
                    Premises shall not affect Tenant's obligations hereunder for
                    the unexpired Term; rather, Landlord may, from time to time,
                    bring  action  against  Tenant  to  collect  amounts  due by
                    Tenant,  without the necessity of  Landlord's  waiting until
                    the expiration of the Term. Unless Landlord delivers written
                    notice to Tenant  expressly  stating  that it has elected to
                    terminate  this  Lease,  all  actions  taken by  Landlord to
                    exclude or dispossess Tenant of the Premises shall be deemed
                    to be taken under this Section 18.b.  If Landlord  elects to
                    proceed under this Section  18.b.,  it may at any time elect
                    to terminate this Lease under Section 18.a.

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

                         c.  Reletting.  Tenant  acknowledges  that Landlord has
                    entered  into  this  Lease in  reliance  upon,  among  other
                    matters, Tenant's agreement and continuing obligation to pay
                    all Rent due  throughout  the Term.  If an Event of  Default
                    occurs and Tenant abandons the Premises,  Landlord shall, to
                    the  extent  required  by  applicable  law,  use  reasonable
                    efforts to mitigate  damages.  In such event,  Landlord  and
                    Tenant agree that, in connection with Landlord's duty to use
                    reasonable efforts to mitigate damages,  Landlord shall have
                    no  obligation  to: (I) relet the Premises  prior to leasing
                    any other space within the Building; (ii) relet the Premises
                    (A) at a rental rate or otherwise on terms below market,  as
                    then determined by Landlord in its sole  discretion;  (3) to
                    any  entity  not   satisfying   Landlord'  B  then  standard
                    financial  credit  risk  criteria;  (C)  for a use  (1)  not
                    consistent with other uses in the Building;  (2) which would
                    violate then applicable law or any  restrictive  covenant or
                    other lease affecting the Building; (3) which would impose a
                    greater   burden  than  Tenant's  use  upon  the  Building's
                    parking,  XVAC or other  facilities;  and/or (4) which would
                    involve any use of Hazardous Materials; (iii) pay any market
                    rate leasing or other commissions attributable to the period
                    commencing  on the date of default by Tenant and ending upon
                    the  expiration  of the Term  arising  from such  reletting,
                    unless Tenant unconditionally delivers Landlord, in good and
                    sufficient  funds,  the amount thereof  attributable  to the
                    period  commencing  on the date of  default  by  Tenant  and
                    ending upon the expiration of the Term in advance; (iv) pay,
                    and/or grant any allowance for, market rate tenant finish or
                    other costs associated with any new lease,  even though same
                    may be  amortized  over the  applicable  lease term,  unless
                    Tenant  unconditionally   delivers  Landlord,  in  good  and
                    sufficient  funds,  the amount thereof  attributable  to the
                    period  commencing  on the date of  default  by  Tenant  and
                    ending upon the  expiration  of the Term in advance;  and/or
                    (vi)  relet the  Premises,  if to do so,  Landlord  would be
                    required  to alter  other  portions  of the  Building,  make
                    ADA-type  modifications or otherwise  install or replace any
                    sprinkler,   security,   safety,   HVAC  or  other  Building
                    operating systems.

PAYMENT BY
TENANT;
NON-WAIVER          19. a. Payment by Tenant. Upon any Event of Default,  Tenant
                    shall pay to  Landlord  all  costs  reasonably  incurred  by
                    Landlord  (including  court costs and reasonable  attorneys,
                    fees  and  expenses)  in  (i)  obtaining  possession  of the
                    Premises,  (ii)  removing and storing  Tenant's or any other
                    occupant's   property,   (iii)  repairing,   restoring,   or
                    otherwise putting the Premises into good condition,  (iv) if
                    Tenant is dispossessed of the Premises and this Lease is not
                    terminated,  reletting  all or  any  part  of  the  Premises
                    (including  market rate brokerage  commissions,  market rate
                    cost of tenant  finish work,  and other costs  incidental to
                    such  reletting  to the  extent,  but  only  to the  extent,
                    attributable to the period commencing on the date of default
                    by Tenant and ending upon the  expiration of the Term),  (v)
                    performing  Tenant's  obligations  which  Tenant  failed  to
                    perform,  and (vi) enforcing,  or advising  Landlord of, its
                    rights,  remedies, and recourses arising out of the Event of
                    Default.

                    b. No Waiver.  Landlord's  acceptance  of Rent  following an
                    Event of Default shall not waive Landlord's rights regarding
                    such Event of  Default.  No waiver by  Landlord or Tenant of
                    any violation or breach of any of the terms contained herein
                    shall  waive  such  party's  rights   regarding  any  future
                    violation of such term or violation of any other term.

LANDLORD'S
LIEN                20. In addition to the  statutory  landlord's  lien,  Tenant
                    grants  to  Landlord,  to  secure  performance  of  Tenant's
                    obligations hereunder, a security interest in all equipment,
                    fixtures,  furniture,   improvements,   and  other  personal
                    property  of  Tenant  now  or  hereafter   situated  on  the
                    Premises, and all proceeds therefrom (the "Collateral"), and
                    the  Collateral  shall  not be  removed  from  the  Premises
                    without  the consent of Landlord  until all  obligations  of
                    Tenant have been fully  performed or replaced  with property
                    of equal or better value. Upon the occurrence of an Event of
                    Default,  Landlord  may, in addition to all other  remedies,
                    without notice or demand except as provided below,  exercise
                    the  rights  afforded  a secured  party  under  the  Uniform
                    Commercial  Code of the  State  in  which  the  Building  is
                    located  (the  "UCC").  In  connection  with any  public  or
                    private  sale  under the UCC,  Landlord  shall  give  Tenant
                    five-days' prior written notice of the time and place of any
                    public sale of the Collateral or of she time after which any
                    private sale or other intended  disposition thereof is to be
                    made, which is agreed to be a reasonable notice of such sale
                    or other  disposition.  Tenant grants to Landlord a power of
                    attorney  to execute  and file any  financing  statement  or
                    other instrument  necessary to perfect  Landlord's  security
                    interest  under this Section 20, which power is coupled with
                    an  interest  and  shall be  irrevocable  during  the  Term.
                    Landlord  may also file a copy of this Lease as a  financing
                    statement   to  perfect   its   security   interest  in  the
                    Collateral.   This   Section  20  shall  not  apply  to  the
                    undersigned Tenant or a Permitted  Transferee (as defined in
                    Section 10).

SURRENDER OF
PREMISES            21. No act by Landlord  shall be deemed an  acceptance  of a
                    surrender  of the  Premises,  and no  agreement  to accept a
                    Surrender of the Premises  shall be valid unless the same is
                    made in writing and signed by Landlord. At the expiration or
                    termination of this Lease,  Tenant shall deliver to Landlord
                    the Premises with all  improvements  located thereon in good
                    repair  and  condition,   reasonable   wear  and  tear  (and
                    condemnation and fire or other casualty damage not caused by
                    Tenant,  as to  which  Sections  14  and 15  shall  control)
                    excepted,  and shall  deliver  to  Landlord  all keys to the
                    Premises.  Provided  that  Tenant has  performed  all of its
                    obligations  hereunder,  Tenant may  remove  all  unattached
                    trade  fixtures,  furniture,  movable  partitions,  personal
                    property and the  additional  items  designated on Exhibit M
                    placed in the Premises by Tenant.  Additionally,  subject to
                    provisions  set forth below in this Section 21, Tenant shall
                    remove  such  alterations,  additions,  improvements,  trade
                    fixtures,  equipment,  wiring and  furniture as Landlord may
                    request. Notwithstanding anything in Section 8 of this Lease
                    to the contrary,  (in the event Landlord  approves a request
                    by Tenant to make  additions or alterations to the Premises,
                    Landlord   shall  advise  Tenant,   contemporaneously   with
                    delivery  of  Landlord's  approval,  whether  Landlord  will
                    require Tenant to remove such additions or alterations prior
                    to the  termination of this Lease,  and (ii) Tenant shall be
                    required  to  remove  the  type  of  leasehold  improvements
                    designated  on Exhibit  N.  Tenant  shall  repair all damage
                    caused by such  removal.  All items not so removed  shall be
                    deemed  to  have  been   abandoned  by  Tenant  and  may  be
                    appropriated, sold, stored, destroyed, or otherwise disposed
                    of by  Landlord  without  notice to Tenant and  without  any
                    obligation to account for such items.  Following a surrender
                    of the Premises by Tenant and within 30 days after  Tenant's
                    request,  Landlord  will deliver to Tenant a list of repairs
                    to the  Premises to be  performed by Tenant and Tenant shall
                    perform such repairs  within 30 days after  delivery of such
                    list to Tenant.  The  foregoing  shall not apply to required
                    repairs not readily  recognizable  in the Premises for which
                    Landlord may deliver  notice to Tenant  within 30 days after
                    Landlord' B discovery of such repairs.  Tenant shall have 30
                    days after Landlord's  delivery of notice of such repairs to
                    repair same. The provisions of this Section 21 shall survive
                    the end of the Term.

HOLDING  OVER       22. If Tenant fails to vacate the Premises at the end of the
                    Term, then Tenant shall be a tenant at will and, in addition
                    to all other  damages and remedies to which  Landlord may be
                    entitled for such holding over, Tenant shall pay during such
                    hold-over  period,  in addition  to the other Rent,  a daily
                    Basic  Rental  equal to the greater of (a) 1501 of the daily
                    Basic Rental  payable  during the last month of the Term, or
                    (b) the  prevailing  rental rate in the Building for similar
                    space.

CERTAIN RIGHTS
RESERVED BY
LANDLORD            23.  Provided  that the  exercise  of such  rights  does not
                    unreasonably  interfere with Tenant's access to or occupancy
                    of the  Premises,  Landlord  gives Tenant  reasonable  prior
                    notice of the exercise of such rights that materially affect
                    Tenant's use of the Premises,  and Landlord uses  reasonable
                    efforts to minimize  interference  with  Tenant's use of the
                    Premises, Landlord shall have the following rights:

                         a.   To   make   inspections,   repairs,   alterations,
                    additions,  changes, or improvements,  whether structural or
                    otherwise,  in and about the Building,  or any part thereof;
                    provided,  however,  that  Landlord  shall  have no right to
                    decorate  or  make   alterations,   additions,   changes  or
                    improvements  in the  Premises,  but shall have the right to
                    enter the Premises to access the Building systems located in
                    the  Premises;,  and for such  purposes,  to enter  upon the
                    Premises and,  during the  continuance  of any such work, to
                    temporarily  close  doors,  entryways,   public  space,  and
                    corridors  in the  Building;  subject  to Section  7.d.,  to
                    temporarily  interrupt  or  suspend  Building  services  and
                    facilities:  and, except within the Premises,  to change the
                    arrangement and location of entrances or passageways, doors,
                    and doorways,  corridors,  elevators,  stairs, restrooms, or
                    other public parts of the Building;

                         b. To take such  reasonable  measures as Landlord deems
                    advisable   for  the   security  of  the  Building  and  its
                    occupants,   including  without  limitation   searching  all
                    persons  entering or leaving the  Building;  evacuating  the
                    Building for cause,  suspected cause, or for drill purposes;
                    temporarily denying access to the Building:  and closing the
                    Building  after  normal  business  hours  and on  Saturdays,
                    Sundays, and holidays,  subject,  however, to Tenant's right
                    to enter when the Building is closed  after normal  business
                    hours under such  reasonable  regulations  as  Landlord  may
                    prescribe  from  time to time  which may  include  by way of
                    example,  but not of  limitation,  that persons  entering or
                    leaving the Building,  whether or not during normal business
                    hours,   identify   themselves  to  a  security  officer  by
                    registration  or otherwise  and that such persons  establish
                    their right to enter or leave the Building;

                         c.  Subject  to  Section  26.d.,  to change the name by
                    which the Building is designated; and

                         d. To enter the  Premises  at all  reasonable  hours to
                    show the Premises to prospective purchasers and lenders, and
                    during  the  last 12  months  of the  Term,  to  prospective
                    tenants.

                    24. [Intentionally Deleted.]

MISCELLANEOUS       25. a. Landlord Transfer. Landlord may transfer, in whole or
                    in part,  the  Building  and any of its  rights  under  this
                    Lease.  If  Landlord  assigns  its rights  under this Lease,
                    Landlord shall give Tenant written notice thereof,  and then
                    Landlord   shall   thereby  be  released  from  any  further
                    obligations  hereunder upon such transferee's  assumption of
                    such obligations.

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

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

                         d.  Brokerage.  Landlord and Tenant each warrant to the
                    other that it has not dealt with any broker or agent,  other
                    than  Trammell  Crow  Dallas/Fort   worth,  Inc.  and  Fults
                    Associates,   Inc.  (collectively,   the  o  "Brokers"),  in
                    connection  with the negotiation or execution of this Lease.
                    Tenant and Landlord  shall each  indemnify the other against
                    all costs,  expenses,  attorneys'  fees, and other liability
                    for commissions or other compensation  claimed by any broker
                    or  agent  claiming  the  same by,  through,  or  under  the
                    indemnifying  party.  By separate  agreements  Landlord  has
                    agreed, subject to the conditions specified in such separate
                    agreements,  to pay to the Brokers  commissions for services
                    rendered in connection with the transaction  contemplated by
                    this Lease.

                         e.  Estoppel  Certificates.  From  time  to  time,  the
                    parties shall furnish to any party reasonably  designated by
                    the other  party,  within ten days after a request  has been
                    made therefor, a certificate signed by such party confirming
                    and containing such factual  certifications as to this Lease
                    as the requesting  party may  reasonably  request or reasons
                    why  such  certifying  party  cannot  reasonably  give  such
                    certification.

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

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

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

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

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

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

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

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

                         n. Tax Protest. Tenant has no right to protest the real
                    estate tax rate  assessed  against the Building and the Land
                    (collectively,  the "Project") and/or the appraised value of
                    the Project  determined  by any  appraisal  review  board or
                    other taxing  entity with  authority to determine  tax rates
                    and/or appraised values (each a "Taxing Authority").  Tenant
                    hereby knowingly,  voluntarily and intentionally  waives and
                    releases any right, whether created by law or otherwise,  to
                    (a) file or otherwise  protest  before any Taxing  Authority
                    any such rate or value  determination  even though  Landlord
                    may  elect not to file any such  protest;  (b)  receive,  or
                    otherwise  require  Landlord  to  deliver,  a  copy  of  any
                    reappraisal  notice  received  by  Landlord  from any Taxing
                    Authority;  and (c) appeal  any order of a Taxing  Authority
                    which determines any such protest.  The foregoing waiver and
                    release covers and includes any and all rights, remedies and
                    recourse  of  Tenant,  now or at any time  hereafter,  under
                    Section  41.413 and Section 42.015 of the Texas Tax Code (as
                    currently enacted or hereafter  modified)  together with any
                    other or further  laws,  rules or  regulations  covering the
                    subject matter thereof.  Tenant acknowledges and agrees that
                    the  foregoing  waiver  and  release  was  bargained  for by
                    Landlord  and  Landlord  would not have agreed to enter into
                    this Lease in the  absence of this waiver and  release.  If,
                    notwithstanding any such waiver and release, Tenant files or
                    otherwise  appeals any such protest,  then Tenant will be in
                    default  under this Lease and,  in  addition  to  Landlord's
                    other  rights and  remedies,  Tenant  must pay or  otherwise
                    reimburse  Landlord  for all  costs,  charges  and  expenses
                    incurred by, or otherwise  asserted  against,  Landlord as a
                    result of any tax  protest or appeal by  Tenant,  including,
                    appraisal costs, tax consultant  charges and attorneys' fees
                    (collectively,  the "Tax Protest Costs"). If, as a result of
                    Tenant's tax protest or appeal,  the appraised value for the
                    Project is increased above that previously determined by the
                    Taxing Authority (such increase,  the "Value  Increase") for
                    the year  covered by such tax protest or appeal  (such year,
                    the  "Protest  Year"),  then such event shall be an Event of
                    Default  hereunder.   Notwithstanding  the  foregoing,  this
                    Section  25 a,  shall  not be a waiver  of  Tenant's  rights
                    described in Section 16.

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

                         Exhibit A - Outline of Premises and Expansion Area
                         Exhibit B - Building  Rules and  Regulations
                         Exhibit C - Operating Expense Escalator
                         Exhibit D - Tenant Finish-Work:  Allowance
                         Exhibit E - Parking
                         Exhibit F - Extension Options
                         Exhibit G - Cleaning  Specifications
                         Exhibit H - Form of  Insurance
                         Exhibit I - Memorandum  of Lease
                         Exhibit J - Landlord's Obligations With Respect to
                                       Sprinkler Loop
                         Exhibit K - Contractor and Third Party Services
                                       Insurance Requirements
                         Exhibit L - Non-Disturbance and Attornment Agreement
                         Exhibit M - Additional  Items Tenant May Remove at
                                       Termination of Lease
                         Exhibit N - Leasehold Improvements Required to be
                                       Removed  at  Termination  of  Lease
                         Exhibit O - Building Monument Sign
                         Exhibit P - Definition of Common Area

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

SPECIAL
PROVISIONS          26. a. Early Occupancy. Tenant may occupy the Initial Space,
                    the Staged Occupancy Space and the First Expansion Space (as
                    hereinafter  defined) on or after the execution and delivery
                    of this Lease by Landlord and Tenant.  Such early  occupancy
                    shall be  under  all of the  terms  and  conditions  of this
                    Lease,  except that (i) Basic Rental  obligations  shall not
                    commence  with  respect  to  the  Initial  Space  until  the
                    Commencement  Date, (ii) Basic Rental  obligations shall not
                    commence  with respect to the Staged  Occupancy  Space until
                    the Staged  Occupancy Space  Commencement  Date, (iii) Basic
                    Rental  obligations  shall not commence  with respect to the
                    First Expansion Space until the First Expansion Commencement
                    Date  (as  hereinafter  defined),  (iv)  during  the  period
                    commencing on the date of Tenant's  occupancy of the Initial
                    Space and ending on the Commencement  Date, Tenant shall pay
                    the  Premises  Electrical  Cost (as defined in Section ~ c.)
                    for the Initial  Space,  Tenant's  Proportionate  Share with
                    respect to the Initial Space of the Co = on Area  Electrical
                    Costs (as  defined  in  Section  4 c: ) and  Basic  Cost (as
                    defined in Exhibit C), (v) during the period  commencing  on
                    the date of Tenant's occupancy of the Staged Occupancy Space
                    and ending on the Staged Occupancy Space  Commencement  Date
                    Tenant shall pay the Premises Electrical Cost for the Staged
                    Occupancy  Space  and  Tenant's   Proportionate  Share  with
                    respect to the  Staged  Occupancy  Space of the Common  Area
                    Electrical  Costs and Basic Cost, and (vi) during the period
                    commencing  on the date of Tenant's  occupancy  of the First
                    Expansion   Space  and   ending   on  the  First   Expansion
                    Commencement Date, Tenant shall pay the Premises  Electrical
                    Cost   for  the   First   Expansion   Space   and   Tenant's
                    Proportionate  Share  with  respect  to the First  Expansion
                    Space of the Common Area Electrical Costs and Basic Cost.

                         b.  Hazardous  Substances.  To the  best of  Landlord's
                    actual  current  knowledge  (i) based solely on that certain
                    Phase I  Environmental  Assessment  dated  March 7, 1997 and
                    prepared  by Dames and Moore with  respect  to the  Building
                    (the "Environmental Report"), other than as set forth in the
                    Environmental  Report,  the  Building  does not  contain any
                    substance  or  material  which  is  currently  deemed  to be
                    hazardous  or toxic  by any  applicable  governmental  laws,
                    ordinances,     rules    or    regulations    (collectively,
                    "Environmental  Laws")  relating  to  hazardous,   toxic  or
                    radioactive materials (collectively, "Hazardous Substances")
                    at  levels  or  in  conditions  that  are  in  violation  of
                    applicable  Environmental  Laws,  and (ii)  Landlord has not
                    received any notice from- any applicable governmental entity
                    having  jurisdiction  over the  Building  alleging  that the
                    Building is in violation of applicable  Environmental  Laws.
                    The term  Environmental Laws includes,  without  limitation,
                    laws, codes, rules and regulations relating to the necessity
                    and process of removal of Hazardous Substances.

                         c. Building Signage.  The undersigned Tenant shall have
                    the  right  to use  one  signage  band  on the  Building'  8
                    monument  sign more  particularly  described on Exhibit O to
                    reflect  the  name  of the  undersigned  Tenant  and/or  its
                    affiliates.  The design,  nature,  size, type,  location and
                    installation  of any such  signage  shall be  subject to the
                    prior written  consent of Landlord,  which consent shall not
                    be unreasonably  withheld or delayed.  Landlord shall advise
                    Tenant of the costs and expenses arising with respect to any
                    such signage prior to incurring such costs and expenses.  If
                    Tenant approves such costs,  Tenant shall pay such costs and
                    expenses.  However, Landlord shall not be obligated to incur
                    any costs or expenses  with respect to such  signage  unless
                    Tenant approves of, and pays for, such costs and expenses.

                         d. Building Name. In the event the  undersigned  Tenant
                    leases  6 or  more  full  floors  in  the  Building,  or the
                    equivalent  number of rentable  square feet,  upon  Tenant's
                    request and subject to applicable  governmental laws, codes,
                    rules and regulations and Landlord's  obtaining any required
                    consents,  Landlord  shall  re-name  the  Building to a name
                    chosen by Tenant  and  approved  by  Landlord.  In the event
                    Tenant  has  the  right  to  request  the  re-naming  of the
                    Building  and does so,  Tenant  shall  have  the  right,  at
                    Tenant's  sole cost and  expense,  to remove and replace the
                    current   exterior   building  sign  with  a  building  sign
                    reflecting such new Building name. The design, nature, size,
                    type and  installation of such exterior  building sign shall
                    be subject  to prior  written  approval  of  Landlord,  such
                    approval  not  to  be  unreasonably   withheld  or  delayed.
                    Thereafter,  in the event Tenant  ceases to occupy 6 or more
                    full floors in the  Building,  or the  equivalent  number of
                    rentable  square  feet,  or  Tenant  fails to cure a default
                    within any applicable notice and cure period,  Landlord may,
                    at  Landlord's  sole cost and expense,  remove such exterior
                    building sign and at any time thereafter  change the name of
                    the Building.

                         e. Refurbishment Allowance.  Upon the expiration of the
                    60th month of the Term of this Lease, Landlord shall provide
                    Tenant with a  refurbishment  allowance (the  "Refurbishment
                    Allowance") in an amount equal to the sum of (i) the product
                    of 53.00  multiplied  by the  aggregate  number of  rentable
                    square feet in the Initial  Space,  plus (ii) the product of
                    53.00  multiplied by the aggregate number of rentable square
                    feet in the Staged Occupancy Space multiplied by a fraction,
                    the  numerator of which shall be the number of full calendar
                    months  remaining  in the  Term as of the  Staged  Occupancy
                    Space  Commencement  Date and the denominator of which shall
                    be the  number  of full  calendar  months  in the  Term,  to
                    improve and  refurbish  the  Premises  pursuant to plans and
                    specifications   approved  by  Landlord   and  Tenant  (such
                    approval not to be unreasonably  withheld or delayed),  such
                    refurbishment  work to be performed by contractors  approved
                    by Landlord and Tenant (such approval not to be unreasonably
                    withheld or delayed).  The Refurbishment  Allowance shall be
                    disbursed in the same manner as the  Construction  Allowance
                    (as defined in Exhibit D).

                         f. Expansion Options.

                         (i) Tenant shall have the option (the "First  Expansion
                    Option") to expand the Premises to include the 19th floor of
                    the  Building  (the  "First  Expansion  Space").  Tenant has
                    measured the First  Expansion  Space and Landlord and Tenant
                    hereby  stipulate  that the First  Expansion  Space contains
                    24,532 rentable square feet.  Tenant must exercise the First
                    Expansion   Option  by  giving  written  notice  thereof  to
                    Landlord  at any time,  but in no event  later  than July 1,
                    1998.  In the event that Tenant  timely  elects to lease the
                    First  Expansion  Space,  (A) the Lease  shall be amended to
                    include the First Expansion Space in the Premises  effective
                    as of the earlier  date (the "First  Expansion  Commencement
                    Date") to occur of (1) July 1, 1999,  or (2) the date Tenant
                    occupies the First  Expansion Space for the purpose of doing
                    business,  and (B) Landlord shall permit Tenant to enter the
                    First   Expansion   Space  for  the  purpose  of  performing
                    leasehold  improvements  therein from the date of Landlord's
                    receipt of written notice from Tenant of its exercise of the
                    First Expansion  option. In the event Tenant fails to timely
                    elect to lease the First Expansion  Space,  (i) Tenant shall
                    be deemed to have waived such right and Tenant shall have no
                    further  right with respect  thereto,  and (ii) Tenant shall
                    pay to  Landlord,  commencing  July 1,  1998 and  continuing
                    throughout the Term, an increase in Basic Rent in the amount
                    of 5.05 per annum per rentable square foot in the Premises.

                         (ii)  Provided  Tenant has timely  elected to lease the
                    First  Expansion  Space,  Tenant  shall have the option (the
                    "Second Expansion Option") to expand the Premises to include
                    the  18th  floor  of the  Building  (the  "Second  Expansion
                    Space").  Tenant has measured the Second Expansion Space and
                    Landlord  and  Tenant  hereby   stipulate  that  the  Second
                    Expansion Space contains 24,360 rentable square feet. Tenant
                    must exercise the Second  Expansion Option by giving written
                    notice  thereof to Landlord no later than February 28, 1999.
                    In the event  Tenant  elects to lease the  Second  Expansion
                    Space,  (A) the Lease shall be amended to include the Second
                    Expansion Space in the Premises  effective as of the earlier
                    date (the bond Expansion  Commencement Data) to occur of (1)
                    September  1,  1999,  or (2) the date  Tenant  occupies  the
                    Second  Expansion  Space for the purpose of doing  business,
                    and (B)  Tenant  shall  have the right to enter  the  Second
                    Expansion  Space for the  purpose  of  performing  leasehold
                    improvements therein after July 1, 1997. Notwithstanding the
                    foregoing,  Landlord  shall not be liable for the failure to
                    tender  possession of the Second  Expansion Space on July 1,
                    1997  by  reason  of  the  holding   over  or  retention  of
                    possession of any tenant,  tenants, or occupants,  nor shall
                    such  failure  impair the  validity of Tenant's  election to
                    lease the Second  Expansion  Space, but the Second Expansion
                    Commencement  Date shall be  postponed  until the earlier to
                    occur of (x) 6 months  following the date  Landlord  tenders
                    possession of the Second  Expansion Space to Tenant,  or (y)
                    the date Tenant occupies the Second  Expansion Space for the
                    purpose  of doing  business.  In the event  Tenant  fails to
                    timely  elect  to lease  the  First  Expansion  space or the
                    Second  Expansion  Space,  Tenant  shall be  deemed  to have
                    waived  its right to lease the  Second  Expansion  Space and
                    Tenant shall have no further rights with respect thereto.

                         (iii)  The  term   "Expansion   Options"   shall  refer
                    generally to either the First Expansion Option or the second
                    Expansion  Option,  the term "Expansion  Commencement  Date"
                    shall  refer   generally  to  either  the  First   Expansion
                    Commencement Date or the Second Expansion Commencement Date,
                    and the term  "Expansion  Space"  shall refer  generally  to
                    either the First Expansion Space and/or the Second Expansion
                    Space, as the case may be.

                         (iv) In the event that  Tenant  shall  timely  elect to
                    lease an Expansion  Space,  all terms and conditions of this
                    Lease, except as otherwise expressly provided herein,  shall
                    apply thereto.

                         (v) The Expansion Space shall be delivered to Tenant in
                    an 'as is" condition.  Tenant  acknowledges  that Tenant has
                    been afforded the opportunity to inspect the First Expansion
                    Space and the Second  Expansion Space and has conducted such
                    tests  as  Tenant,   in  Tenant's  sole  discretion,   deems
                    appropriate,  and Tenant accepts the First  Expansion  Space
                    and the Second  Expansion  Space in their  as-is  condition,
                    subject to Landlord's repair obligations expressly set forth
                    in this  Lease  and  Landlord's  obligations  set  forth  on
                    Exhibit J. Tenant  shall  execute  and deliver to  Landlord,
                    within ten days after Landlord has requested  same, a letter
                    confirming (i) the Expansion  Commencement  Date,  (ii) that
                    Tenant has  accepted  the  Expansion  Space,  and (iii) that
                    Landlord has performed all of its  obligations  with respect
                    to the  Expansion  Space  (except for  punch-list  and other
                    items   specified  in  such   letter).   The  tenant  finish
                    improvements  (the  "Expansion  Work") to be installed in an
                    Expansion Space shall be defined and constructed in the same
                    manner as the Work performed in the Initial  space,  and the
                    terms and  provisions of the workletter  attached  hereto as
                    Exhibit D shall apply to the  performance  of the  Expansion
                    Work;  provided,  however,  that  the  Maximum  Construction
                    Allowance with respect to the Expansion Work in an Expansion
                    Space  shall  equal the  product of (A) 524.50 per  rentable
                    square  foot in such  Expansion  Space  multiplied  by (8) a
                    fraction  (l) the  numerator  of which is the number of full
                    calendar months remaining in the first ten (10) years of the
                    Term of the Lease as of the Expansion Commencement Date, and
                    (2) the denominator of which is 120.

                         (vi) The  annual  Basic  Rental  rate to be paid for an
                    Expansion Space shall commence on the Expansion Commencement
                    Date and shall be equal to the annual  Basic  Rental rate in
                    effect under this Lease as to the Initial  space,  except as
                    changed in accordance  with the terms set forth in the Basic
                    Lease  Information,  and as this Lease may be  amended  from
                    time to time.  Tenant  shall not be entitled to any monetary
                    payments  or   allowances   (other  than  the   construction
                    allowance  referred to in subsection (v) above) with respect
                    to  an  Expansion  Space,   and  no  monetary   payments  or
                    allowances shall be increased because of the inclusion of an
                    Expansion  Space  into  the  Premises.  As of the  Expansion
                    Commencement   Date,   Tenant   shall  be  entitled  to  one
                    additional  parking  space  for  each  500  square  feet  of
                    rentable area in such Expansion Space which Tenant elects to
                    lease;  provided,  however,  that Landlord may, from time to
                    time, by delivering 30 days' prior written notice to Tenant,
                    terminate  Tenant's  right  to use so many  of such  parking
                    spaces as would reduce the number of such parking  spaces to
                    a ratio of one parking  space for each 1,500  square feet of
                    rentable area in such Expansion Space.

                         (vii) Tenant's Proportionate Share shall be adjusted to
                    reflect the addition of the Expansion Space.

                         (viii) Notwithstanding the generality of the foregoing,
                    the  rights  of  Tenant  and  the  obligations  of  Landlord
                    contained  in this  Section  26 f.  shall  apply  only if no
                    uncured  Event of Default  exists at the time any such right
                    is exercised or any such obligation becomes  performable and
                    shall,  in any  event,  apply  only for the  benefit  of the
                    undersigned  Tenant  and  shall  not  apply  in favor of any
                    assignee  or  subless00  of Tenant,  other than a  Permitted
                    Transferee.

                         g. Landlord's  Default.  In the event of any default by
                    Landlord, Tenant's exclusive remedies shall be an action for
                    damages,   specific  performance  and/or  injunctive  relief
                    (Tenant  hereby  waiving  the  benefit of any laws  granting
                    Tenant  (i) a lien  (other  than a  judgment  lien) upon the
                    property of Landlord  and/or upon rental due  Landlord,  and
                    (ii) a right of  offset or  deduction  from the  Rent),  but
                    prior to any such action Tenant will give  Landlord  written
                    notice  specifying  such  default  with  particularity,  and
                    Landlord shall  thereupon have 30 days (plus such additional
                    reasonable  period as may be  required  in the  exercise  by
                    Landlord of due diligence, but not in excess of 120 days) in
                    which to cure any such  default.  Unless and until  Landlord
                    fails to so cure any default after such notice, Tenant shall
                    not have any  remedy or cause of  action by reason  thereof.
                    All  obligations of Landlord  hereunder will be construed as
                    covenants, not conditions.

                         h.  Memorandum  of  Lease.  At the  request  of a party
                    hereto,  the  parties  shall  join  in  the  execution  of a
                    memorandum of this Lease for the purpose of  recordation  in
                    the form attached  hereto as Exhibit I. Any recording  costs
                    associated  with the memorandum of this Lease shall be borne
                    by the party requesting recordation. Upon the termination of
                    this Lease and Landlord's  request and sole expense,  Tenant
                    agrees to execute a memorandum  of the  termination  of this
                    Lease for the purpose of  recordation.  In the event  Tenant
                    fails to execute such  memorandum of  termination  within 10
                    business   days  of   Landlord's   request,   Tenant  hereby
                    irrevocably     constitutes     Landlord     as     Tenant's
                    attorney-in-fact  to execute  such  instrument  in  Tenant's
                    name,  place and stead, it being  stipulated by Landlord and
                    Tenant  that such  agency is  coupled  with an  interest  in
                    Landlord and is, accordingly, irrevocable.

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

                    DATED as of the date first above written.

LANDLORD:                                       TENANT:
MAXUS TOWER LIMITED PARTNERSHIP,                SOUTHWESTERN FINANCIAL
LIMITED PARTNERSHIP                             SERVICES CORPORATION,
a Texas limited partnership                     a Delaware corporation

By:   Shamrock Equities Limited,                By:/s/Glenn H. Gettier, Jr.
      a Delaware corporation,                      ------------------------
      its sole general partner                  Name: Glenn H. Gettier, Jr.
                                                Title: President & Chief
By: /s/Preston R. Sargent                               Executive Officer
    ---------------------
Name:  Preston R. Sargent
Title: President


<PAGE>

                                   EXHIBIT A
                                   FLOORPLANS

<PAGE>


                                    EXHIBIT B
                         BUILDING RULES AND REGULATIONS

The following rules and regulations  shall apply to the Premises,  the Building,
the parking garage associated therewith, the Land and the appurtenances thereto:

     1. Sidewalks,  doorways,  vestibules,  halls, stairways,  and other similar
areas  shall not be  obstructed  by tenants  or used by any tenant for  purposes
other than ingress and egress to and from their  respective  leased premises and
for going from one to another part of the Building.

     2. Plumbing,  fixtures and  appliances  shall be used only for the purposes
for which designed, and no sweepings, rubbish, rags or other unsuitable material
shall be thrown or deposited  therein.  Damage resulting to any such fixtures or
appliances from misuse by a tenant or its agents,  employees or invitees,  shall
be paid by such tenant.

     3. No signs, advertisements or notices shall be painted or affixed on or to
any windows or doors or other part of the  Building  without  the prior  written
consent of  Landlord.  No curtains or other  window  treatments  shall be placed
between the glass and the window  treatments.  Any non-building  standard window
treatments  must be approved by Landlord,  such approval not to be  unreasonably
withheld or delayed. Current building standard window treatments are curtains.

     4. Landlord  shall provide and maintain an  alphabetical  directory for all
tenants  in the main  lobby of the  Building,  Tenant  shall  be  entitled  to a
proportionate share of such directory  determined in accordance with a fraction,
the  numerator of which is the number of rentable  square feet from time to time
contained  in the  Premises  and the  denominator  of  which is the  r,umber  of
rentable square feet contained in the Building.

     5. Landlord shall provide all door locks in each tenant's leased  premises,
at the cost of such tenant,  and no tenant shall place any additional door locks
in its leased premises without  Landlords prior written consent.  Landlord shall
furnish  to each  tenant a  reasonable  number  of keys to such  tenants  leased
premises, at such tenant's cost, and no tenant shall make a duplicate thereof.

     6. Movement in or out of the Building of furniture or office equipment,  or
dispatch or receipt by tenants of any bulky  material,  merchandise or materials
which  require use of elevators or stairways,  or movement  through the Building
entrances or lobby shall be conducted under Landlords  supervision at such times
and in such a manner as Landlord may reasonably require. Each tenant assumes all
risks of and shall be liable for all damage to articles moved by or on behalf of
Tenant and injury to persons or public  engaged or not engaged in such movement,
including equipment, property and personnel of Landlord if damaged or injured as
a result of acts in connection with carrying out this service for such tenant.

     7. Landlord may  reasonably  prescribe  weight  limitations  and reasonably
determine  the  locations  for safes and other heavy  equipment or items,  which
shall in all cases be placed in the  Building  so as to  distribute  weight in a
manner  reasonably  acceptable  to  Landlord  which may  include the use of such
supporting devices as Landlord may require.  Subject to Section 11 of the Lease,
all  damages  to the  Building  caused by the  installation  or  removal  of any
property  of a tenant,  or done by a tenant's  property  while in the  Building,
shall be repaired at the expense of such tenant.

     8. Corridor doors, when not in use, shall be kept closed.  Nothing shall be
swept or thrown into the  corridors,  halls,  elevator  shafts or stairways.  No
birds or animals  shall be brought  into or kept in, on or about any  tenant,  6
leased premises.  No portion of any tenants leased premises shall at any time be
used or occupied as sleeping or lodging quarters.

     9. Tenant shall cooperate with  Landlord's  employees in keeping its leased
premises neat and clean.  Tenants shall not employ any person for the purpose of
such  cleaning  other than the  Buildings  cleaning  and  maintenance  personnel
without   Landlord's  prior  written   consent,   which  consent  shall  not  be
unreasonably withheld or delayed.

     10. To ensure orderly  operation of the Building,  no ice, mineral or other
water, towels, newspapers,  etc. shall be delivered to any leased area except by
persons approved by Landlord,  such approval not to be unreasonably  withheld or
delayed.

     11.  Tenant  shall  not  make or  permit  any  improper,  objectionable  or
unpleasant  noises or odors in the  Building or  otherwise  interfere in any way
with other tenants or persons having business with them.

     12. No machinery of any kind (other than office equipment  customarily used
in insurance  office  operations)  shall be operated by any tenant on its leased
area without Landlord's prior written consent,  nor shall any tenant use or keep
in the Building any flammable or explosive fluid or substance, except quantities
of such  substances as are customarily  used in offices,  provided that all such
substances are handled, stored and disposed of in compliance with all applicable
laws, codes, rules and regulations.

     13. Landlord will not be responsible for lost or stolen personal  property,
money or  jewelry  from  tenant's  leased  premises  or public  or common  areas
regardless of whether such loss occurs when the area is locked  against entry or
not.

     14. No vending or dispensing  machines of any kind may be maintained in any
leased  premises  without  the  prior  written  permission  of  Landlord,  which
permission shall not be unreasonably withheld or delayed.

     15. All mail chutes  located in the Building  shall be available for use by
Landlord  and all tenants of the  Building  according to the rules of the United
States Postal Service.

<PAGE>

                                    EXHIBIT C

                           OPERATING EXPENSE ESCALATOR

     (a)  Tenant  shall pay an  amount  (per each  rentable  square  foot in the
Premises) equal to the excess  ("Excess") from time to time of actual Basic Cost
per rentable  square foot in the Building over an amount equal to the product of
1.06  multiplied  by the  actual  Basic  Cost per  rentable  square  foot in the
Building for the 1997 calendar year (the "Expense Stop"), adjusted in accordance
with paragraph (d) of this Exhibit. If in any subsequent calendar year, Landlord
computes  actual Basic C06t for such year in  accordance  with  paragraph (d) of
this Exhibit, then the actual Basic Cost for 1997 shall be similarly computed in
accordance  with  paragraph (d) of this Exhibit.  Landlord may make a good faith
estimate of the Excess to be due by Tenant for any calendar year or part thereof
during the Term,  and,  unless  Landlord  delivers  to Tenant a revision  of the
estimated Excess,  Tenant shall pay to Landlord, on the Commencement Date and on
the  first  day of each  calendar  month  thereafter,  an  amount  equal  to the
estimated Excess for such calendar year or part thereof divided by the number of
months in such  calendar  year  during  the Term.  From time to time  during any
calendar year, but in no event more frequently than  quarter-annually,  Landlord
may estimate and  re-estimate  the Excess to be due by Tenant for that  calendar
year and deliver a copy of the estimate or  re-estimate  to Tenant.  Thereafter,
the monthly  installments  of Excess  payable by Tenant  shall be  appropriately
adjusted in accordance  with the estimations so that, by the end of the calendar
year in  question,  Tenant  shall  have paid all of the Excess as  estimated  by
Landlord.  Any  amounts  paid  based on such an  estimate  shall be  subject  to
adjustment  pursuant to paragraph  (c) of this Exhibit when actual Basic Cost is
available for each calendar year.

     (b) For the purposes of this Exhibit,  the term "Basic Cost" shall mean all
expenses and  disbursements  of every kind (subject to the limitations set forth
below) which  Landlord  incurs,  pays or becomes  obligated to pay in connection
with the ownership,  operation,  and maintenance of the Building  (including the
associated parking facilities), determined in accordance with generally accepted
federal income tax basis accounting principles  consistently applied,  including
but not limited to the following:

          (i)  wages  and  salaries  (including  management  fees  paid to third
     parties  negotiated  at arms length or reasonable  management  fees paid to
     management  companies  affiliated  with  Landlord,  not to exceed  the then
     prevailing  market rate for  management  of office  buildings of comparable
     size and age in the  central  business  district  of Dallas,  Texas) of all
     employees engaged in the operation,  repair, replacement,  maintenance, and
     security of the Building,  including taxes, insurance and benefits relating
     thereto;  (such  wages  and  salaries  of an  employee  shall be  equitably
     prorated to the extent such employee  devotes time to buildings  other than
     the Building);

          (ii) All supplies and materials  used in the  operation,  maintenance,
     repair, replacement, and security of the Building;

          (iii)  Annual cost of all capital  improvements  made to the  Building
     which  although  capital in nature can reasonably be expected to reduce the
     normal operating costs of the Building based upon sound engineering theory,
     as well as all  capital  improvements  made in order to comply with any law
     applicable  to the  Building  hereafter  promulgated  by  any  governmental
     authority  having  jurisdiction  over the Building,  as amortized  over the
     useful economic life of such  improvements as determined by Landlord in its
     reasonable  discretion  (without  regard  to the  period  over  which  such
     improvements  may be  depreciated  or  amortized  for  federal  income  tax
     purposes);

          (iv)  Cost  of  all  utilities,  other  than  the  cost  of  utilities
     (including  electricity)  actually reimbursed to Landlord by the Building's
     tenants (including Tenant under Section 4.c. of this Lease);

          (v) Cost of any insurance or insurance  related expense  applicable to
     the Building and Landlords personal property used in connection therewith;

          (vi) All  taxes  and  asse66mentB  and  governmental  charges  whether
     federal,  state,  county or  municipal,  and  whether  they be by taxing or
     management  districts  or  authorities   presently  taxing  or  by  others,
     subsequently  created or  otherwise,  and any other  taxes and  assessments
     attributable to the Building (or its operation),  and the grounds,  parking
     areas,  driveways,  and alleys  around the  Building,  excluding,  however,
     federal and state taxes on income  (collectively,  "Taxes"); if the present
     method of taxation  changes so that in lieu of the whole or any part of any
     Taxes levied on the Land or 3uilding, there is levied on Landlord a capital
     tax  directly  on  the  rents  received   therefrom  or  a  franchise  tax,
     assessment,  or charge based,  in whole or in part, upon such rents for the
     3uilding, then all such taxes, assessments, or charges, or the part thereof
     so based,  shall be deemed to be included  within the term  "Taxes" for the
     purposes hereof;

          (vii) Cost of repairs,  replacements,  and general  maintenance of the
     Building,  other than repair,  replacement,  and general maintenance of the
     roof, foundation and exterior walls of the 3uilding; and

          (viii)  Cost of  service or  maintenance  contracts  with  independent
     contractors  negotiated  at arms  length  for the  operation,  maintenance,
     repair,  replacement,  or  security  of the  Building  (including,  without
     limitation, alarm service, window cleaning, and elevator maintenance).

For purposes of this Exhibit C, Trammell Crow Dallas/Ft.  Worth,  Inc. shall not
be deemed to be an affiliate of Landlord.

There are  specifically  excluded  from the  definition of the term "Basic Cost"
costs (1) for capital  improvements  made to the  Building,  other than  capital
improvements  described in subparagraph  (iii) above and except for items which,
though capital for accounting purposes,  are properly considered maintenance and
repair  items,  such as  painting  of  common  areas,  replacement  of carpet in
elevator  lobbies,  and the  like;  (2) for  repair,  replacements  and  general
maintenance  paid by proceeds of insurance or by Tenant or other third  parties,
and  alterations  attributable  solely to  tenants  of the  Building  other than
Tenant;  (3) for  interest on debt or  amortization  payments on any mortgage or
mortgages,  and  rental  under any ground  lease;  (4) for  depreciation  of the
Building;  (5) for  leasing  commissions;  (6) for  legal  expenses  (including,
without limitation,  attorneys' fees, costs and disbursements and other expenses
incurred in  connection  with  negotiations  or  disputes  with  tenants,  other
occupants, or prospective tenants or other occupants), other than those incurred
for the general benefit of the Building's tenants (e.g., tax disputes);  (7) for
renovating or otherwise  improving space for occupants of the Building or vacant
space in the  Building;  (8) for special  services  or other  benefits of a type
which are not  provided  Tenant  but which are  provided  to  another  tenant or
occupant;  (9) for correcting defects in the construction of the Building;  (10)
for overtime or other expenses of Landlord in curing defaults or performing work
expressly  provided in this Lease to be borne at  Landlord's  expense;  (11) for
federal  income taxes  imposed on or measured by the income of Landlord from the
operation of the 3uilding;  (12) for interest and penalties paid with respect to
Taxes unless  incurred with respect to Landlord's  good faith  contesting of the
Taxes; (13) for any compensation paid to clerks,  attendants or other persons in
commercial concessions operated by Landlord in the Building; (14) for rental and
other related expenses incurred in leasing air conditioning systems,  elevators,
or other material  equipment  ordinarily  considered to be of a capital  nature,
except (A) equipment which is used in providing janitorial services,  (B) rental
and other  related  expenses  incurred in leasing any such  equipment in case of
emergencies, and (C) incidental office and other equipment; (15) for advertising
and promotional  expenditures  including parties for Building tenants;  (16) for
Landlord,  6 general  corporate  overhead and general  administrative  expenses,
except those expenses  specifically  attributable  to the Land and the Building;
and (17) for  overhead and profit  increment  paid to  subsidiaries,  parents or
affiliates  of Landlord for services on or to the Land or Building to the extent
that the costs of such services exceed  competitive  costs of such services were
they not so rendered by a subsidiary, parent or affiliate.

     (c) The Annual  Cost  Statement  shall  include a statement  of  Landlord's
actual Basic Cost for the previous year adjusted as provided in paragraph (d) of
this  Exhibit.  If the Annual Cost  Statement  reveals that Tenant paid more for
Basic  C06t than the  actual  Excess in the year for which  such  statement  was
prepared,  then Landlord shall credit such excess to succeeding payments of rent
or reimburse  Tenant for such excess within 30 days after delivery of the Annual
Cost  Statement;  likewise,  if Tenant  paid less than the actual  Excess,  then
Tenant shall pay Landlord such  deficiency  within 30 days after delivery of the
Annual Cost Statement.

     (d) with respect to any calendar year or partial calendar year in which the
Building is not occupied to the extent of 95% of the rentable area thereof,  the
Basic Cost for such period shall, for the purposes  hereof,  be increased to the
amount  which would have been  incurred had the  Building  been  occupied to the
extent of 95% of the rentable area thereof.

     (e)  Notwithstanding  any provision of this Lease to the contrary,  for the
purpose  of  calculating  Tenant's  Proportionate  Share of Basic Cost each year
during  the first ten (10) years of the Term of this  Lease,  the items of Basic
Cost which are  reasonably  subject to the  control of  Landlord  ("Controllable
Expenses")  shall be deemed not to  increase in the  aggregate  more than 6t per
calendar year (from the actual amount  determined  for the  proceeding  calendar
year) for each  calendar  year  from and after  January  1,  1998.  Controllable
Expenses shall not include, without limitation, (i) insurance, (ii) Taxes, (iii)
utilities,  and (iv)  repairs,  replacements,  and  general  maintenance  of the
Building to the extent such repairs,  replacements or general maintenance of the
Building is not within Landlord's reasonable control.

     (f) Tenant,  at its expense,  shall have the right,  within 12 months after
receiving Landlord's Annual Cost Statement for a particular year, to (i) request
in  writing  copies of  reasonable  extracts  of  Landlord's  books and  records
relating to the Basic Cost for such year (the cost of such copies to be borne by
Tenant),  or (ii) audit  Landlord's books and records relating to the Basic Cost
for such year.  If within such  12-month  period  Tenant does not give  Landlord
written  notice  stating in  reasonable  detail any objection to the Annual Cost
Statement,  Tenant  shall be  deemed  to have  approved  such  statement  in all
respects  (except  actual  knowing fraud by Landlord or Landlord's  employees or
agents   (which   shall  not  include  good  faith   mistake  or   unintentional
misrepresentation)).  If the audit procedure discloses a discrepancy between the
Basic Cost for a particular  calendar year and Landlord's  Annual Cost Statement
for such year, and if such  discrepancy is verified by an independent  certified
public accountant of recognized good standing reasonably  acceptable to Landlord
and Tenant, then any adjustment required so that Tenant will have paid an amount
equal to (but not  exceeding)  the actual Excess for such calendar year shall be
made (and any funds  from  Landlord  to Tenant or from  Tenant to  Landlord,  as
appropriate,  shall be due and payable)  within  thirty (30) days  following the
completion  of such audit  procedure.  While  Tenant  shall bear the cost of any
audit  conducted for or by it,  Landlord  hereby agrees to reimburse  Tenant for
such cost if said  audit  shall  prove  that  Basic  Cost for the period of time
covered by such audit have been overstated by five percent (5%) or more.



<PAGE>


                                    EXHIBIT D

                          TENANT FINISH-WORK ALLOWANCE

1.   Tenant  accepts  the  Premises,  in its "as is"  condition  as of the  date
     hereof,  subject to Landlord's repair  oblligations  expressly set forth in
     this Lease and Landlord's obligations set forth in Exhibit J.

2.   Tenant shall provide to Landlord for its approval  final working  drawings,
     prepared by an architect that has been approved by Landlord (which approval
     shall  not be  unreasonably  withheld),  of all  improvements  that  Tenant
     proposes to install in the Premises:  such working  drawings  shall include
     the  partition  layout,  ceiling  plan,  electrical  outlets and  switches,
     telephone  outlets,  drawings for any  modifications  to the mechanical and
     plumbing systems of the Building, and detailed plans and specifications for
     the  construction  of the  improvements  called for under  this  Exhibit in
     accordance  with  all  applicable  governmental  laws,  codes,  rules,  and
     regulations.  Further,  if any of Tenant's proposed  construction work will
     affect the Building's HVAC,  electrical,  mechanical,  or plumbing systems,
     then the working drawings pertaining thereto shall be prepared, at Tenant's
     cost,  by an  engineer  approved  by  Landlord,  such  approval  not  to be
     unreasonably  withheld or  delayed.  Landlord's  approval  of such  working
     drawings shall not be unreasonably  withheld or delayed,  provided that (a)
     they  comply with all  applicable  governmental  laws,  codes,  rules,  and
     regulations,  (b) such working drawings are sufficiently  detailed to allow
     construction of the  improvements in a g on d and workmanlike  manner,  and
     (c) the improvements  depicted thereon conform to the rules and regulations
     promulgated  from  time to time by the  Landlord  for the  construction  of
     tenant improvements (a copy of which has been delivered to Tenant). As used
     herein,  '"Working Drawings" shall mean the final working drawings approved
     by Landlord,  as amended from time to time by any approved changes thereto,
     and "Work" shall mean all improvements to be constructed in accordance with
     and as  indicated  on the  Working  Drawings.  Approval  by Landlord of the
     Working Drawings shall not be a representation or warranty of Landlord that
     such drawings are adequate for any use, purpose, or condition, or that such
     drawings  comply with any  applicable  law or code, but shall merely be the
     consent of Landlord to the  performance  of the Work.  Landlord  and Tenant
     shall sign the Working  Drawings to evidence  their  respective  review and
     approval  thereof.  All changes in the Work must receive the prior  written
     approval of Landlord,  and in the event of any such approved  change Tenant
     shall,  upon  completion  of the Work,  furnish  Landlord with an accurate,
     reproducible   "as-built"  plan  (e.g.,   sepia)  of  the  improvements  as
     constructed,  which  plan  shall be  incorporated  into this  Lease by this
     reference for all purposes.

3.   The Work shall be performed only by contractors and subcontractors approved
     in writing by Landlord,  which approval shall not be unreasonably  withheld
     or delayed. All contractors and subcontractors shall be required to procure
     and maintain  insurance against such risks, in such amounts,  and with such
     companies  as  Landlord  may  reasonably  require.   Certificates  of  such
     insurance,  with paid receipts  therefor,  and copies of such bonds must be
     received  by  Landlord  before  the Work is  commenced.  The Work  shall be
     performed in a good and  workmanlike  manner that is free of defects and is
     in  conformance  in all material  respects with the Working  Drawings,  and
     shall be  performed  in such a  manner  and at such  times  as to  maintain
     harmonious  labor  relations and not to interfere with or delay  Landlord's
     other contractors, the operation of the Building, and the occupancy thereof
     by other tenants. A11 contractors and subcontractors shall contact Landlord
     and schedule time periods during which they may use Building  facilities in
     connection with the Work (e.g., elevators, excess electricity, etc.).

4.   Tenant  shall  bear the  entire  cost of  performing  the Work  (including,
     without  limitation,  design  of the Work and  preparation  of the  working
     Drawings,  Costs of  construction  labor and  materials,  electrical  usage
     during  construction,   additional  janitorial  services,   general  tenant
     signage,   related  taxes,   insurance  costs,  moving  expenses,  and  the
     installation of Tenant's telecommunication and data cabling systems, all of
     which costs are herein collectively called the "Total Construction  Costs")
     in excess of the Construction Allowance (hereinafter defined).

5.   Landlord  shall provide to Tenant a  construction  allowance  (the "Initial
     Space  Construction  Allowance")  equal to the  lesser  of (a)  $24.50  per
     rentable square foot (the "Maximum Initial Spacek Construction  Allowance")
     in the Initial  Space or (b) the Total  Construction  Costs with respect to
     the Initial  Space,  as adjusted for any approved  changes to the work.  In
     addition,  Landlord shall provide to Tenant a  construction  allowance (the
     "Staged Occupancv Space Construction Allowance") with respect to the staged
     Occupancy  Space  equal to the  lesser of (a) the  product  of  524.50  per
     rentable  square  foot  in  the  Staged  Occupancy  Space  multiplied  by a
     fraction, the numerator of which shall be the number of months remaining in
     the  first  ten  (10)  years  of  the  Term  as  of  the  Staged  Occupancy
     Commencement  Date, and the  denominator of which shall be 120, and (b) the
     Total  Construction  Costs with respect to the Staged  Occupancy  Space, as
     adjusted for any  approved  changes in the Work.  As used herein,  the term
     "Construction  Allowance" shall refer generally to either the Initial Space
     Construction   Allowance  or  the  Staged   Occupancy  Space   Construction
     Allowance,  as the case may be.  Landlord shall disburse any portion of the
     Total  Construction  Costs to Tenant  within 30 days  following  Landlord's
     receipt of bills,  invoices and such other  supporting data as Landlord may
     reasonably  request for Work actually  performed by third parties and other
     Total Construction Costs actually incurred by Tenant.

6.   Landlord  or its  affiliate  shall have the right to  monitor  the Work and
     coordinate  the  relationship  between  the  Work,  the  Building,  and the
     building's systems at Landlord's sole cost and expense.

7.   To the extent not inconsistent with this Exhibit, Section 8a. of this Lease
     shall govern the  performance  of the Work and the  Landlord's and Tenant's
     respective  rights and  obligations  regarding the  improvements  installed
     pursuant thereto.

<PAGE>

                                    EXHIBIT E

                                     PARKING

     Tenant shall be permitted to use up to (i) as of Tenant's  occupancy of the
Initial Space, one undesignated vehicular parking space for each 500 square feet
of rentable area in the Premises in the western most half of the parking  garage
currently known as the Bryan Tower/Maxus  Energy Tower Garage located on Harwood
Street  immediately  east of the  Building  and  connected  to the Building by a
skybridge  (the  "Parking  Garage"),  at such rates and  subject to such  terms,
conditions  and  regulations  as are from time to time charged or  applicable to
patrons of the Parking Garage.  Notwithstanding anything herein to the contrary,
Landlord may, from tins to time with 30 days' written notice, terminate Tenant's
right to use so many of such  parking  spaces  as would  reduce  the  number  of
parking  space to a ratio of one  parking  space for each 1,500  square  feet of
rentable area in the Premises. Tenant shall have the right to designate up to 10
of Tenant's  parking spaces as reserved parking spaces at such rates and subject
to such terms,  conditions  and  regulations as are from time to time charged or
applicable to reserved parking space patrons of the Parking Garage.

     If, due to a  casualty  or taking of all or part of the  Parking  Garage by
right of eminent  domain,  Landlord fails or is unable to provide,  or Tenant is
not  permitted to use,  all or any portion of the parking  spaces to which it is
entitled  hereunder,  then  Tenant's  obligation to pay for such spaces shall be
abated for so long as Tenant does not have the use thereof; this abatement shall
be in full  settlement  of all claims that Tenant might  otherwise  have against
Landlord because of Landlord's  failure or inability to provide Tenant with such
parking spaces.  If Tenant sublets any portion of the Premises or assigns any of
its  interest  in this  Lease,  then the  parking  spaces  allocated  to  Tenant
hereunder  shall be reduced to the extent the ratio between the rentable  square
feet of the Premises and the parking spaces granted to Tenant hereunder  exceeds
the  Building  standard  ratio of  parking  space per  rentable  square  foot as
established by Landlord from time to time.



<PAGE>


                                    EXHIBIT F

                                EXTENSION OPTIONS

     Provided  no Event of Default  exists and  Tenant is  occupying  the entire
Premises at the time of such  election,  Tenant may renew this Lease for two (2)
additional  periods  of five (5) years each on the same te Ds  provided  in this
Lease (except as set forth below), by delivering  written notice of the exercise
thereof to Landlord not later than twelve (12) months  before the  expiration of
the Term. On or before the  commencement  date of the extended Te D in question,
Landlord and Tenant shall execute an amendment to this Lease  extending the Te D
on the same terms provided in this Lease, except as follows:

          (1) The Basic Rental  payable for each month during each such extended
     Term shall be the  prevailing  market rental rate in the  Building,  at the
     commencement of such extended Term, for space of equivalent quality,  size,
     utility and location;

          (2) Tenant  shall have no further  renewal  options  unless  expressly
     granted by Landlord in writing; and

          (3) Landlord shall lease to Tenant the Premises in their  then-current
     condition,  and Landlord shall not provide to Tenant any allowances  (e.g.,
     moving  allowance,  construction  allowance,  and the like) or other tenant
     inducements.

     For the purpose of  extension  or renewal of this Lease,  the term  "market
rental rate" shall be the rate charged to non-renewing/non-extending tenants for
space of comparable  size,  location and  conditions in properties of comparable
size and age in the central business  district of Dallas,  Texas and taking into
consideration the following:  location, quality, age, floor levels, co = on area
factors,  the  value  and  utility  of the  then  existing  improvements  in the
Premises,   finish  allowances,   rental  abatements,   parking  charges,  lease
assumptions,  moving allowances, the value, goodwill and continuity arising from
the ability to remain in the Premises, space planning allowances,  refurbishment
allowances and other  concessions  or  inducements,  expense stop,  other rental
adjustments,  credit standing of tenant, lease term and any other terms relevant
in making a market rate determination.

     If Landlords notice ("Landlords  Notice") designates a Basic Rental rate in
excess of the Basic  Rental  rate then in effect with  respect to the  Premises,
Tenant shall have thirty (30) days  following  delivery of Landlord's  Notice to
notify Landlord in writing of Tenant's contesting of Landlord's designated Basic
Rental rate, in which event  Landlord and Tenant shall each within ten (10) days
appoint an Mod appraiser,  and each appraiser shall independently  determine the
prevailing  market basic rental rate upon which the Basic Rental shall be based.
If one party shall fail to appoint an appraiser within such ten (10) day period,
the appointed appraiser alone shall determine the prevailing market basic rental
rate upon which the Basic Rental shall be based.  If neither party shall appoint
an appraiser within such ten (10) day period, the Basic Rental rate shall be the
Basic Rental rate per  rentable  square foot per annum  specified in  Landlord's
Notice.  All  determinations of the prevailing market basic rental rate shall be
made  by  such  appraisers  within  thirty  (30)  days  from  the  date  of such
appraiser's appointment and a copy of each appraiser's report shall be delivered
to Landlord and Tenant within such thirty (30) day period. After determining the
prevailing  market  basic rental rate by each  appraiser,  the Basic Rental rate
skull  be  calculated  as the  mean  average  of such  two (2)  appraised  rates
provided,  however,  that in the event the appraised rates shall deviate by more
than ten percent (lot) (of the lower appraised rate),  then the appraisers shall
select a third MAI appraiser who shall  independently  determine the  prevailing
market basic rental rate,  and the Basic Rental rate shall be  calculated as the
mean average of those two (2) of the three (3)  appraised  rates which differ by
the least amount, Each appraiser,  whether designated by Landlord, Tenant or the
other  appraiser(s),  shall  have at least  ten  (10)  years  experience  in the
appraisal of commercial  office buildings in Dallas County,  Texas. The decision
of the appraisal  process shall be binding upon the parties and enforceable by a
court of competent  jurisdiction.  Each party shall pay the fee of its appraiser
and 50% of the fee of any  third  appraiser.  If  Tenant  shall  fail to  notify
Landlord  in writing  within  such  thirty  (30) day period of its  election  to
contest Landlord's  designated Basic Rental rate, then Tenant shall be deemed to
have waived its right to so contest.

     Tenant's  rights  under this Exhibit  shall  terminate if (i) this Lease or
Tenant's right to possession of the Premises is terminated, or (ii) Tenant fails
to timely exercise its option under this Exhibit, time being of the essence with
respect to Tenant's exercise thereof.



<PAGE>


                                    EXHIBIT G

                             CLEANING SPECIFICATIONS

DAILY SERVICES - OFFICES, PUBLIC AREAS

1.   Empty,  clean  and damp  dust all  waste  receptacles,  replace  receptacle
     liners,  remove waste paper,  rubbish and  recyclable  paper to  designated
     location for removal. Wash receptacles as necessary.

2.   Vacuum synthetic flooring and spot mop spillages.

3.   Hand dust office furniture,  paneling and window sills and telephones. Spot
     clean desk tops to remove  film,  smudges,  and  markings if desks are left
     free of papers, office equipment, etc.

4.   Wash, clean, and disinfect  dispensing area of water fountains and coolers.
     Wash metal housing, shiny metal fixture units.

5.   Spot clean main entrance  door glass,  any adjacent side glass and interior
     partition glass to remove fingerprints and smudges.

6.   Vacuum all carpeted area in office, lobbies and corridors. Provide detailed
     vacuuming  including  edging,  removal of staples  and  debris.  Spot clean
     spills and smudges caused during the day.

7.   Police sidewalks at lobby entrance.

8.   Spot clean walls and vertical woodwork within reach.

9.   Vacuum and spot clean elevator floors, walls and tracks.

10.  Remove main entrance door mats, clean mats and return to proper location.

DAILY SERVICE - LAVATORIES

1.   Clean and disinfect lavatory floors.

2.   Polish mirrors, bright work and enameled surfaces.

3.   Wash and  disinfect all basins,  bowls and urinals and toilet seats.  Clean
     undersides of rim of urinals, bowls and both sides of all toilet seats.

4.   Hand dust,  clean and disinfect all  partitions,  tops of tile ledges,  and
     towel, paper and sanitary napkin dispensers.

5.   Clean and fill toilet  tissue,  hand soap,  and hand towel  dispensers  and
     toilet seat cover  dispensers.  Maintain  soap  dispensers  in good working
     condition.

6.   Check restrooms several times daily to maintain adequate supplies of toilet
     paper,  spot clean vanities and empty sanitary napkin  dispensers to reduce
     odor.

7.   Provide air fresheners in all restrooms.

6.   Supply  sanitary  napkin  disposal  units and coin  dispensers  in  ladies'
     restrooms.

WORK SERVICES

1.   Remove  fingerprints,  smudges and scuff marks from vertical and horizontal
     surfaces  within  reach.  This  includes,  but may not be limited to doors,
     walls, glass partitions, and window sills.

2.   Spray buff hard-surface flooring in public areas.

3.   Sweep  stairwells  and dust  handrails.  Police all  stairwells and keep in
     clean condition as required.

4.   Damp mop all VCT and  synthetic  floors.  Damp mop  spillage  in office and
     public areas as required.

BI-MONTHLY SERVICES

1.   Clean, wax and polish vinyl tile and resilient flooring in offices.

MONTHLY SERVICES

1.   Wash down ceramic tile walls in lavatory compartment partitions.

2.   Perform high dusting on air vents, ledges, partition tops, baseboards, high
     window sills, blinds, racks and shelves,  picture frames, wall hangings and
     lighting fixtures.

3.   Wash and polish all wall  partitions,  tile walls and enamel  surfaces from
     trim to floor monthly.

ADDITIONAL

1.   Weekly wash of sidewalks and dock area.

2.   Wax and buff tile floors in tenant suites  monthly.  Twice a year, all tile
     floors to be stripped, machined cleaned and re-waxed.

3.   Twice per year, wax tile floors in all restrooms.

4.   Occasional clean of mirrors, etc. in tenant suites.

5.   Clean all  perimeter  windows,  inside and  outside,  as required but in no
     event less than (2) times per year with respect to outside  windows and one
     (1) time per year with respect to inside windows.


<PAGE>


                                    EXHIBIT H

                                FORM OF INSURANCE




<PAGE>


                                    EXHIBIT I

                               MEMORANDUM OF LEASE

THIS    MEMORANDUM    OF   LEASE    is   dated    this_______________________day
of_________________________,  1997,  and  executed  by and  between  MAXUS TOWER
LIMITED   PARTNERSHIP   ("Landlord"),   and  SOUTHWESTERN   FINANCIAL   SERVICES
CORPORATION ("Tenant"),

                                WITNESSETH That:

     In  consideration  of  the  premises,  and  of  the  mutual  covenants  and
agreements set forth in that certain Lease  Agreement dated ________ , 1997 (the
"Lease"), by and between Landlord and Tenant, Landlord has leased to Tenant, and
Tenant has leased from Landlord, certain premises in the improvements located on
the real property more  particularly  described on Exhibit A attached hereto and
made a part hereof, for a term of ten (10) years following the Commencement Date
(as  defined  in the  Lease),  with  options  to  extend  the  term  for two (2)
additional terms of five (5) years each, which te D commences in accordance with
the provisions of the Lease.

     This  Memorandum  is  executed  for the  purpose  of  giving  notice of the
existence  of the  Lease.  Reference  should  be  made  to the  Lease  (and  any
amendments  thereto that may be entered  into) for the full  description  of the
rights and duties of Landlord and Tenant,  and this Memorandum of Lease shall in
no way affect the terms and conditions of the Lease or the interpretation of the
rights and duties of Landlord and Tenant thereunder.

     IN WITNESS  WHREREOF,  Landlord and Tenant have caused this  memorandum  of
Lease to be executed the day and year first above written.

LANDLORD:                                      TENANT:
MAXUS TOWER LIMITED PARTNERSHIP,               SOUTHWESTERN FINANCIAL
a Texas limited partnership                    SERVICES CORPORATION
                                               a Delaware corporation

By:      Shamrock Equities Limited,            By:
         a Delaware Limited partnership,       Name:
         its sole general partner              Title:

         By:
         Name:
         Title:

                     [Notary Acknowledgments Inserted Here]



<PAGE>


                                    EXHIBIT J

                             LANDLORD'S OBLIGATIONS
                         WITH RESPECT TO SPRINKLER LOOPS

Landlord  shall provide the  connections  to the fire  standpipes/risers,  floor
control valve assembly/testing devices and core/public area sprinkler protection
within  approximately  five (5) feet from the core  walls for each full floor in
the Premises.  The main line for the core/public  area will have welded threaded
outlets  at  approximately  every  twelve  (12)  feet  for  installation  of the
sprinkler  branch lines from the stub main sprinkler  supply.  Heads per current
code will be completed at Tenant's cost during any tenant  finish  construction.
Tenant may use  Landlord's  sprinkler  contractor and receive the benefit of any
discount  afforded  Landlord by Landlords  sprinkler  contractor.  (See attached
floor layout)



<PAGE>


                                    EXHIBIT K
           CONTRACTORS AND THIRD PARTY SERVICES INSURANCE REQUIREMENTS

Every  contractor  and all  parties  furnishing  services to the  Building  must
provide Landlord'6  construction  manager with evidence of the following minimum
insurance  requirements.  The company affording coverage must be rated higher or
equal to A-VII as  classified  by A.M.  Best,  Inc.  In no way do these  minimum
requirements limit the liability assumed elsewhere:

A.   Workers' Compensation and Employers Liability

     1.   Statutory requirements in states where operating, to include all areas
          involved in operations covered under the contract.

     2.   Coverage  "B" -  Employers'  Liability  with Limits of Bodily  Injury:
          $500,000 per Accident per Employee; $100,000 per Disease per Employee;
          $500, 000 per Disease Policy Limit

B.   Comprehensive General Liability

     1.   Provide either Comprehensive  General Liability Insurance (1973) form)
          with  the  Board  Form  Comprehensive  General  Liability  Endorsement
          (GL0404 or G222), or the Commercial Liability Coverage (1986 form), on
          an occurrence basis with the following:

          Premises/Operations;-    Elevators   and    Escalators;    Independent
          Contractors;  Products - Complete  Operations;  Personal Injury; Broad
          Form  Property  Damage  (including  Completed  Operation);  and afford
          coverage for the X, C and U hazards; employees as additional insured's
          Fire Legal  Liability  and  Contractual  Liability on a blanket  basis
          insuring the liability assumed under the contract.

     2.   Limits of Liability:  5500,000 combined Single Limit for Bodily Injury
          and  Property  Damage and a  51,000,000  general  aggregate  limit per
          policy period.

C.   Comprehensive Automobile Liability

     1.   Comprehensive   Automobile   Liability  Form,   including  all  Owned,
          Non-Owned, and Hired Vehicles.

     2.   Limits of Liability:  Bodily Injury  $250,000 each person,  $500,  000
          each occurrence; Property Damage - $100,000 each occurrence.

D.   Umbrella Liability

     Such  insurance  shall  provide  coverage  with  limits  of not  less  than
     $2,000,000 per occurrence/$2,000,000  aggregate in excess of the underlying
     coverages  listed in A, 8, and C above,  or  double  the  contract  amount,
     whichever is higher.

E.   Builder's Risk

     Contractor  accepts  all risks  covered  by a  standard  builders  all risk
     insurance  policy  subject to a deductible,  in the name of the  contractor
     including  the  interest  of  subcontractor  on: (1) the work that is to be
     done; and (2) all insurable  items of work and materials to be incorporated
     in the  work,  title  to which  has  been  acquired  by  Landlord  but such
     insurance shall not cover any property owned,  leased, or otherwise used in
     connection  with the work by contractor or his  subcontractors.  Contractor
     shall be  responsible  for the  510,000  of any loss  covered by a standard
     builders all risk coverage insurance policy.

     Builders Risk Insurance will be provided by the contractor.

F.   Additional Requirements

     1.   Contractor shall require the same minimum insurance  requirements,  as
          listed above, of all their  subcontractors,  and these  subcontractors
          shall also comply with the additional requirements listed below.

     2.   All insurance  coverage6 required as herein set forth, shall be at the
          sole cost and expense of contractor, subcontractor, or those providing
          third party  services,  and  deductibles  shall be assumed by, for the
          account of, and at their sole risk.

     3.   Except where  prohibited by law, all insurance  policies shall contain
          provisions  that the insurance  companies waive the rights of recovery
          or  subrogation  against  Landlord,  its agents,  servants,  invitees,
          employees,    co-lessees,    co-venturers,    affiliated    companies,
          contractors, subcontractors, and their insurers.

     4.   A  Certificate  of  Insurance,  evidencing  all  the  above,  must  be
          presented to Landlord  prior to work  commencing.  These  certificates
          will show that Landlord will receive  thirty (30) days notice prior to
          cancellation or adverse material change.

     5.   Contractor  shall name  Landlord,  any other such entity  which has an
          ownership interest in the Building and Landlord's managing agent as an
          additional  insured on coverages A, B, C, and D scheduled  above.  The
          "certificate holder" is not necessarily additional insureds.


<PAGE>


                                    EXHIBIT L

                     NON-DISTURBANCE AND ATTORNMENT AGREEMENT

     THIS NON-DISTURBANCE AND ATTORNMENT AGREEMENT (this "Agreement"),  made and
entered  into as of this  day of  ____________,  1997,  by and  between  GENERAL
ELECTRIC  PENSION  TRUST  ("Mortgagee"),  and  SOUTHWESTERN  FINANCIAL  SERVICES
CORPORATION, ("Tenant").

                              W I T N E S S E T H:

     WHEREAS,   Tenant   entered   into  a   certain   Lease   Agreement   dated
____________________________,   1997,  with  MAXUS  TOWER  LIMITED   PARTNERSHIP
("Landlord"),  a Delaware limited partnership (the "Lease Agreement"),  covering
certain premises more particularly described therein (the "Demised Premises");

     WHEREAS,   Mortgagee  is  the  holder  of  a  lien  and  security  interest
(collectively, the "Lien") upon the Demised Premises.

     WHEREAS,  Tenant has requested  Mortgagee to agree not to disturb  Tenant's
rights in the  Demised  Premises  in the event that  Mortgagee  should  elect to
foreclose  upon the lien created under and by virtue of the Lien for any reason,
provided that Tenant is not in default under the Lease  Agreement and,  provided
further, that Tenant attorns to Mortgagee in any such event; and

     WHEREAS,  Mortgagee  is  willing  to 60 agree on the terms  and  conditions
hereinafter set forth.

     NOW,  THEREFORE,  for and in consideration of the recitals set forth above,
and other good and valuable consideration,  the receipt and sufficiency of which
is hereby acknowledged and confessed, the parties hereto agree 36 follows:

     1. That the Lease Agreement and all rights of Tenant thereunder are subject
and  subordinate  to the Lien,  and to any and all advances made on the security
thereof, and to any and all increases, renewals, modifications,  consolidations,
replacements and extensions of the Lien. This provision is hereby declared to be
self-operative  and no further  instruments  shall be  required  to effect  such
subordination.  Tenant shall, however, upon demand at my time or times, execute,
acknowledge and deliver to Mortgagee any and all  instruments  and  certificates
that in the  judgment  of  Mortgagee  may be  necessary  or proper to confirm or
evidence such subordination.

     2. That, provided Tenant complies with this Agreement and is not in default
(which default has not been cured) under the terms of the Lease  Agreement or in
the payment of sums due  thereunder or in the  performance  of any of the terms,
covenants or provisions on its part to be performed  under the Lease  Agreement,
as of the  date  Mortgagee  commences  a  foreclosure  action,  or at  any  time
thereafter,  no default under the Lien, and no proceedings to foreclose the same
shall disturb or interfere with Tenant' B rights under the Lease Agreement,  and
the Lease Agreement shall not be terminated,  nor shall Tenantt6 use, possession
or  enjoyment  of the  Demised  Premises  be  interfered  with by  reason of the
conclusion of any such  foreclosure  proceeding  and the delivery of a trustee's
deed to the purchaser at foreclosure,  and  notwithstanding any such foreclosure
or other  acquisition  of the Demised  Premises by  Mortgagee or any other party
acquiring  the Demised  Premises  upon  foreclosure  sale,  or upon sale in lieu
thereof,  the Lease  Agreement  shall be recognized as a direct  agreement  from
Mortgagee or any other party  acquiring the Demised  Premises  upon  foreclosure
sale, or upon sale in lieu thereof,  except that  Mortgagee,  or any  subsequent
owner,  and their respective  heirs,  personal  representatives,  successors and
assigns,  shall not be (a) liable for any act or omission of Landlord  under the
Lease Agreement, (b) be liable for the return of any security deposit or prepaid
rental delivered by Tenant to Landlord under the Lease Agreement,  except to the
extent  same has been  actually  delivered  to  Mortgagee,  or (c)  bound by any
previous  modification of the Lease Agreement or by any previous  payment of any
sums due to  Landlord  thereunder  for a period  greater  than one (1)  month in
advance,  unless  such  modification  or  prepayment  shall have been  expres61y
approved in writing by  Mortgagee,  provided  that  Mortgagee or any other party
acquiring  the Demised  Premises  upon  foreclosure  sale,  or upon sale in lieu
thereof,  shall assume the  obligations of Landlord  under the Lease  Agreement,
provided that upon a subsequent sale or other transfer of the Demised  Premises,
such  parties so  assuming  the  obligation  of Landlord  shall be released  and
relieved of the obligations so assumed under the Lease  Agreement  accruing from
and after the date of such  subsequent  sale or other  transfer  of the  Demised
Premises.

     3. That if the  interest of  Landlord  under the Lease  Agreement  shall be
transferred by reason of foreclosure or other proceedings for enforcement of the
Lien, Tenant shall be bound to Mortgagee or any purchaser at a foreclosure sale,
or upon sale in lieu thereof,  under all of the terms,  covenants and conditions
of the Lease  Agreement for the balance of the term therefor with the same force
and effect as if the purchaser  were  Landlord  under the Lease  Agreement,  and
Tenant  does  hereby  attorn to such  purchaser,  as  Landlord,  under the Lease
Agreement,  said  attornment  to be  effective  and  self-operative  without the
execution  of any further  instruments  upon such  purchaser  succeeding  to the
interest of Landlord under the Lease Agreement, provided that from and after the
date of such succession, such purchaser shall assume the obligations of Landlord
under the Lease Agreement and, provided  further,  that upon the subsequent sale
or other transfer of the Demised Premises,  such purchaser shall be released and
relieved of the obligations of Landlord under the Lease Agreement  accruing from
and after the date of such  subsequent  sale or other  transfer  of the  Demised
Premises.

     4. That Tenant  shall from and after the date hereof  furnish to  Mortgagee
any notice, request, demand or document of any nature whatsoever which Tenant is
obligated to furnish to Landlord  under the terms of the Lease  Agreement at the
same time any such notice, request, demand or document is furnished to Landlord.
That  Mortgagee  shall  from and after the date  hereof  furnish  to Tenant  any
notice,  request, demand or document of any nature whatsoever which Mortgagee is
obligated to furnish to Landlord under the terms of the loan  documents  related
to the  Lien at the time  any  such  notice,  request,  demand  or  document  is
furnished to Landlord.

     5. In the  event  of the  termination  of the  Lease  Agreement  caused  by
foreclosure or deed-in-lieu  thereof,  or of any succeeding lease agreement made
pursuant to the  provisions of this  paragraph,  prior to its stated  expiration
date,  Tenant  will  enter  into a new lease  agreement  with  Mortgagee  or its
designee  for  the  remainder  of the  term,  effective  as of the  date of such
termination,  on  the  same  terms,  covenants  and  provisions,  provided  that
Mortgagee makes written request upon Tenant for such new lease agreement  within
sixty  (60)  days  from  the  date  of  such  termination.  Notwithstanding  the
foregoing,  to the extent  Tenant  exercises  its right to  terminate  the Lease
pursuant to the express  terms of the Lease,  Tenant  shall not be  obligated to
enter into a new lease agreement with Mortgagee or its designee.

     6. That any notice which may or is required to be given  hereunder shall be
in writing and shall be deemed given (i) when  delivered (if delivered by hand),
or (ii) whether  actually  received or not, if orderly  delivery of mail has not
been disrupted or threatened,  when  deposited,  postage  prepaid,  certified or
registered mail, return receipt  requested,  in the United States mail, or (iii)
when  delivered  to the  courier  (if  sent by  recognized  overnight  courier),
addressed to Mortgagee or Tenant, as the case may be, at the addresses set forth
after their respective names below, or at such different addresses as they shall
have theretofore advised the other in writing in accordance herewith.

If intended for Mortgagee:

         General Electric Pension Trust
         3003 Summer Street
         Stamford, Connecticut 06904

If intended for Tenant:

         Southwestern Financial Services, Inc.
         P.O. 30x 2699
         Dallas, Texas 75221

     7. That no modification,  amendment,  waiver or release of any provision of
this  Agreement  or any  right,  obligation,  claim or cause of  action  arising
hereunder  shall be valid or  binding  for any  purposes  whatsoever  unless  in
writing  and duly  executed by the party  against  whom the same is sought to be
asserted.

     8. That this  Agreement  shall inure to the benefit of the parties  hereto,
and their respective  successors and assigns;  provided,  however,  the right of
assignment  of Tenant and its  successors  and  assigns  shall be limited by the
terms of the Lease Agreement.

     9. That Tenant  agrees  that this  Agreement  satisfies  any  condition  or
requirement in the Lease Agreement relating to the granting of a non-disturbance
agreement.

     10. This Agreement may be executed in any number of  counterparts,  each of
which shall be deemed to be an original  and all of which shall  constitute  one
and the same agreement.

     IN WITNESS  WHEREOF,  the parties have caused this Agreement to be executed
as of the day and year first above written.

MORTGAGEE:

GENERAL ELECTRIC PENSION TRUST
By:
Name:
Title:

TENANT:

SOUTHWESTERN FINANCIAL SERVICES, INC.
By:
Name:
Title:

     Landlord agrees for itself, its successors and assigns, that this Agreement
does not (a)  constitute  a waiver by  Mortgagee  of any of its rights under the
Lien,  and (b) in any way release  Landlord  as grantor  under the Lien from its
obligations to comply with the terms,  covenants and provisions thereof,  and of
the Lease Agreement,  and that the provisions thereof and of the Lease Agreement
remain in full force and effect and must be complied with by Landlord.


LANDLORD:

MAXUS TOWER LIMITED PARTNERSHIP,
a Texas limited partnership

By: Shamrock Equities Limited,
    a Delaware limited partnership,
    its sole general partner
By:
Name:
Title:

<PAGE>

                                    EXHIBIT M
                           ADDITIONAL ITEMS TENANT MAY
                        REMOVE AFTER TERMINATION OF LEASE

1.       Any and all indirect lighting fixtures and sources
2.       Built-in file cabinets and credenzas
3.       All audio-visual equipment
4.       LAN lines and computer outlets
5.       Special air-conditioning units used in computer facilities
6.       Fire extinguishers
7.       Sculpture and/or art
8.       Special lighting or special dimming systems
9.       Office graphics or signage
10.      Security system
11.      Phone system
12.      Special display cases in lobby
13.      Microwaves and refrigerators
14.      Movable wall systems



<PAGE>


                                    EXHIBIT N

                             LEASEHOLD IMPROVEMENTS
                                 REQUIRED TO BE
                        REMOVED AT TERMINATION OF LEASE

     Upon  Landlord's  approval of the Working  Drawings,  Landlord  will advise
Tenant, contemporaneously with delivery of Landlord's approval, whether Landlord
will require Tenant to remove any of the additions or  alterations  contemplated
by the Working Drawings prior to the termination of this Lease.



<PAGE>


                                   EXHIBIT O

                             BUILDING MONUMENT SIGN

<PAGE>

                                    EXHIBIT P

                            DEFINITION OF COMMON AREA

     The  common  areas of the  Building  are  those  portions  of the  Building
designated  by Landlord  for the common use of all  tenants,  including  without
limitation,  Building lobby areas,  elevator  lobbies,  elevator  shafts,  riser
facilities, telephone and janitorial closets, mechanical and electrical closets,
restrooms and halls on multi-tenant  floors. The following sets forth the number
of square feet of common area on each floor of the Building:

                              Floor                           Common Area
                               B                                      -
                               1                                  9,948
                               2                                  1,081
                               3                                    786
                               4                                  1,081
                               5                                    786
                               6                                    786
                               7                                  1,081
                               8                                    786
                               9                                    782
                               10                                 1,077
                               11                                   782
                               12                                   782
                               13                                 1,077
                               14                                   951
                               15                                   951
                               16                                 1,090
                               17                                   951
                               18                                   798
                               19                                 1,176
                               20                                   798
                               21                                   798
                               22                                 1,176
                               23                                   798
                               24                                   798
                               25                                 1,176
                               26                                   798
                               27                                   798
                               28                                 1,176
                               29                                   798
                               30                                   798
                               31                                 1,176
                               32                                   798
                               33                                 1,176
                               34                                   791
                               PH                                     -
                                                                 ------
TOTAL                                                            40,605



<PAGE>


                    NON-DISTURBANCE AND ATTORNMENT AGREEMENT

     THIS NON-DISTURBANCE AND ATTORNMENT  AGREEMENT (this Agreements),  made and
entered into as of this 8th day of April,  1997, by and between GENERAL ELECTRIC
PENSION TRUST ("Mortgagee"),  and SOUTHWESTERN  FINANCIAL SERVICES  CORPORATION,
(tenant).

                              W I T N E S S E T H:

     WHEREAS,  Tenant entered into a certain Lease  Agreement  dated,  March 27,
1997,  with MAXUX TOWER LIMITED  PARTNERSHIP  ("landlord"),  a Delaware  limited
partnership (the "Lease Agreement"), covering certain premises more particularly
described therein (the "Demised Premises");

     WHEREAS,   Mortgagee  is  the  holder  of  a  lien  and  security  interest
(collectively, the "Lien") upon the Demised Premises.

     WHEREAS,  Tenant has requested  Mortgagee to agree not to disturb  Tenant's
rights in the  Demised  premises  in the event that  Mortgagee  should  elect to
foreclose  upon the lien created under and by virtue of the Lien for any reason,
provided that Tenant is not in default under the Lease  Agreement and,  provided
further, that Tenant attorns to Mortgagee in any such event; and

     WHEREAS,  Mortgagee  is  willing  to 80 agree on the terms  and  conditions
hereinafter set forth.

     NOW,  THEREFORE,  for and in consideration of the recitals set forth above,
and other good and valuable consideration,  the receipt and sufficiency of which
is hereby acknowledged and confessed, the parties hereto agree as follows:

     1. That the Lease Agreement and all rights of Tenant thereunder are subject
and  subordinate  to the Lien,  and to any and all advances made on the security
thereof, and to any and all increases, renewals, modifications,  consolidations,
replacements and extensions of the Lien. This provision is hereby declared to be
self-operative  and no further  instruments  shall be  required  to effect  such
subordination. Tenant shall, however, upon demand at any time or times, execute,
acknowledge and deliver to Mortgagee any and all  instruments  and  certificates
that in the  judgment  of  Mortgagee  may be  necessary  or proper to confirm or
evidence such subordination.

     2. That, provided Tenant complies with this Agreement and is not in default
(which default has not been cured) under the terms of the Lease  Agreement or in
the  payment  of sums due  thereunder  or in the perfo = ce of any of the terms,
covenants or provisions on its part to be performed  under the Lease  Agreement,
as of the  date  Mortgagee  commences  a  foreclosure  action,  or at  any  time
thereafter,  no default under the Lien, and no proceedings to foreclose the same
shall disturb or interfere with Tenant's rights under the Lease  Agreement,  and
the Lease Agreement shall not be terminated,  nor shall Tenant'6 use, possession
or  enjoyment  of the  Demised  Premises  be  interfered  with by  reason of the
conclusion of any such  foreclosure  proceeding  and the delivery of a trustee's
deed to the purchaser at foreclosure,  and  notwithstanding any such foreclosure
or other  acquisition  of the Demised  Premises by  Mortgagee or any other party
acquiring  the Demised  Premises  upon  foreclosure  sale,  or upon sale in lieu
thereof,  the Lease  Agreement  shall be recognized as a direct  agreement  from
Mortgagee or any other party  acquiring the Demised  Premises  upon  foreclosure
sale, or upon sale in lieu thereof,  except that  Mortgagee,  or any  subsequent
owner,  and their respective  heirs,  personal  representatives,  successors and
assigns,  shall not be (a) liable for any act or omission of Landlord  under the
Lease Agreement, (b) be liable for the return of any security deposit or prepaid
rental delivered by Tenant to Landlord under the Lease Agreement,  except to the
extent  same has been  actually  delivered  to  Mortgagee,  or (c)  bound by any
previous  modification of the Lease Agreement or by any previous  payment of any
sums due to  Landlord  thereunder  for a period  greater  than one (1)  month in
advance,  unless  such  modification  or  prepayment  shall have been  expressly
approved in writing by  Mortgagee,  provided  that  Mortgagee or any other party
acquiring  the Demised  Premises  upon  foreclosure  sale,  or upon sale in lieu
thereof,  shall assume the  obligations of Landlord  under the Lease  Agreement,
provided that upon a subsequent sale or other transfer of the Demised  Premises,
such  parties so  assuming  the  obligation  of Landlord  shall be released  and
relieved of the obligations 60 assumed under the Lease  Agreement  accruing from
and after the date of such  subsequent  sale or other  transfer  of the  Demised
Premises.

     3. That if the  interest of  Landlord  under the Lease  Agreement  shall be
transferred by reason of foreclosure or other proceedings for enforcement of the
Lien, Tenant shall be bound to Mortgagee or any purchaser at a foreclosure sale,
or upon sale in lieu thereof,  under all of the terms,  covenants and conditions
of the Lease  Agreement for the balance of the term therefor with the same force
and effect as if the purchaser  were  Landlord  under the Lease  Agreement,  and
Tenant  does  hereby  attorn to such  purchaser,  as  Landlord,  under the Lease
Agreement,  said  attornment  to be  effective  and  self-operative  without the
execution  of any further  instruments  upon such  purchaser  succeeding  to the
interest of Landlord under the Lease Agreement, provided that from and after the
date of such succession, such purchaser shall assume the obligations of Landlord
under the Lease Agreement and, provided  further,  that upon the subsequent sale
or other transfer of the Demised Premises,  such purchaser shall be released and
relieved of the obligations of Landlord under the Lease Agreement  accruing from
and after the date of such  subsequent  sale or other  transfer  of the  Demised
Premises.

     4. That Tenant  shall from and after the date hereof  furnish to  Mortgagee
any notice, request, demand or document of any nature whatsoever which Tenant is
obligated to furnish to Landlord  under the terms of the Lease  Agreement at the
same time any such notice, request, demand or document is furnished to Landlord.
That  Mortgagee  shall  from and after the date  hereof  furnish  to Tenant  any
notice,  request, demand or document of any nature whatsoever which Mortgagee is
obligated to furnish to Landlord under the terms of the loan  documents  related
to the  Lien at the time  any  such  notice,  request,  demand  or  document  is
furnished to Landlord.

     5. In the  event  of the  termination  of the  Lease  Agreement  caused  by
foreclosure or deed-in-lieu  thereof,  or of any succeeding lease agreement made
pursuant to the  provisions of this  paragraph,  prior to its stated  expiration
date,  Tenant  will  enter  into a new lease  agreement  with  Mortgagee  or its
designee  for  the  remainder  of the  term,  effective  as of the  date of such
termination,  on  the  same  terms,  covenants  and  provisions,  provided  that
Mortgagee makes written request upon Tenant for such new lease agreement  within
sixty  (60)  days  from  the  date  of  such  termination.  Notwithstanding  the
foregoing,  to the extent  Tenant  exercises  its right to  terminate  the Lease
pursuant to the express  terms of the Lease,  Tenant  shall not be  obligated to
enter into a new lease agreement with Mortgagee or its designee.

     6. That any notice which may or is required to be given  hereunder shall be
in writing and shall be deemed given (i) when  delivered (if delivered by hand),
or (ii) whether  actually  received or not, if orderly  delivery of mail has not
been disrupted or threatened,  when  deposited,  postage  prepaid,  certified or
registered mail, return receipt  requested,  in the United states mail, or (iii)
when  delivered  to the  courier  (if  sent by  recognized  overnight  courier),
addressed to Mortgagee or Tenant, as the case may be, at the addresses set forth
after their respective names below, or at such different addresses as they shall
have theretofore advised the other in writing in accordance herewith.

If intended for Mortgagee:

         General Electric Pension Trust
         3003 Summer Street
         Stamford, Connecticut 06904

If intended for Tenant:

         Southwestern Financial Services, Inc.
         P.O. Box 2699
         Dallas, Texas 75221

     7. That no modification,  amendment,  waiver or release of any provision of
this  Agreement  or any  right,  obligation,  claim or cause of  action  arising
hereunder  shall be valid or  binding  for any  purposes  whatsoever  unless  in
writing  and duly  executed by the party  against  whom the same is Bought to be
asserted.

     8. That this  Agreement  shall inure to the benefit of the parties  hereto,
and their respective  succe88Or8 and assigns;  provided,  however,  the right of
assignment  of Tenant and its  successors  and  assigns  shall be limited by the
terms of the Lease Agreement.

     9. That Tenant  agrees  that this  Agreement  satisfies  any  condition  or
requirement in the Lease Agreement relating to the granting of a Ron disturbance
agreement.

     10. This Agreement may be executed in any number of  counterparts,  each of
which shall be deemed to be an original  and all of which shall  constitute  one
and the same agreement.

     IN WITNESS  WHEREOP,  the parties have caused this Agreement to be executed
as of the day and year first above written.

                              MORTGAGEE:

                              GENERAL ELECTRIC PENSION TRUST
                              By: /s/Alan M. Lewis
                                  --------------------------
                              Name:  Alan M. Lewis
                              Title: Trustee

                              SOUTHWESTERN FINANCIAL SERVICES, INC.
                              By:    /s/Glenn H. Gettier, Jr.
                                     ------------------------------
                              Name:  Glenn H. Gettier, Jr.
                              Title: President & Chief Executive Officer

     Landlord agrees for itself, its successors and assigns, that this Agreement
does not (a)  constitute  a waiver by  Mortgagee  of any of its rights under the
Lien,  and (b) in any way release  Landlord  as grantor  under the Lien from its
obligations to comply with the terms,  covenants and provisions thereof,  and of
the Lease Agreement,  and that the provisions thereof and of the Lease Agreement
remain in full force and effect and must be complied with by Landlord.

                              LANDLORD:

                              MAXUS TOWER LIMITED PARTNERSHIP,
                              a Texas limited partnership

                              By:      Shamrock Equities Limited,
                                       a Delaware limited partnership,
                                       its sole general partner

                              By:    /s/Preston R. Sargent
                                     --------------------------
                              Name:  Preston R. Sargent
                              Title: President
<PAGE>

  Acknowledgment and Agreement Regarding Early Occupancy and Commencement Date

     This   Acknowledgment   and  Agreement   Regarding   Early   Occupancy  and
Commencement  Date (this  "Agreement")  is dated as of November 24, 1997, and is
between  BRE/Maxus  L.L.C.  ("Landlord")  and  Southwestern  Financial  Services
Corporation ("Tenant")

                                    RECITALS

     1.  Landlord and Tenant are parties to that certain Lease  Agreement  dated
March 27,1997 (the  "Lease"),  with respect to 125,253  rentable  square feet of
office space (the  "Premises"),  in the building  located at 717 North  Harwood,
Dallas, Texas.

     2. Pursuant to the terms of the Lease,  Landlord has tendered possession of
the Premises to Tenant,  and Tenant has accepted  possession of the Premises and
has commenced occupancy thereof

     3. The parties  desire to  acknowledge  to the  foregoing  and to amend the
Lease as set forth herein.

                                    AGREEMENT

     For and in consideration  of the mutual covenants  contained herein and for
other good and  valuable  consideration  paid by each  party to the  other,  the
receipt and sufficiency of which are hereby acknowledged by each party, Landlord
and Tenant hereby agree as follows:

     1. Landlord has tendered  possession of the Premises to Tenant,  and Tenant
has accepted possession of the Premises from Landlord,  as of the date hereof As
set  forth in the  Lease,  the term  "Commencement  Date"  means  March  1,1998.
Furthermore,  the term "Staged Occupancy Commencement Date" as used the Lease is
hereby amended to mean March 1, 1998.

     2.  Pursuant to Section  26.a.  of the Lease,  from the date  hereof  until
February 28, 1998, Tenant shall pay the Premises Electrical Costs (as defined in
Section  4.c. of the  Lease),  Tenant's  Proportionate  Share of the Common Area
Electrical  Costs (as  defined in Section  4.c. of the Lease) and Basic Cost (as
defined  in  Exhibit  C to the  Lease)  for the  initial  Space  and the  Staged
Occupancy Space in accordance with the following estimated amounts:

Period                                  Amount            Date Due
------                                  ------            --------
November 24-30, 1997                    $14,953.82        November24, 1997
December 1, 1997 - December 31, 1997    $64,087.79        December 1, 1997
January 1, 1998 - January 31, 1998      $71,707.34        January 1, 1998
February 1, 1998 - February 28, 1998    $71,707.34        February 1, 1998

Tenant shall pay such estimated  amounts in advance to Landlord on the indicated
due dates. Any variation  between such estimated  amounts and the actual amounts
as determined by the Annual Cost Statement shall be reconciled in  substantially
the same manner as set forth in Paragraph (c) of Exhibit C to the Lease.

     3. Beginning March 1, 1998 and continuing for 120 months thereafter (ending
at 5:00 p.m.  February  29,2008),  Tenant  shall pay when due all Rent  required
under the Lease, including the following monthly

                                    Basic Rental Rate Per       Monthly
             Period                 Rentable Square Foot     Basic Rental
             ------                 --------------------     ------------
March 1, 1998 - February 28, 2003          $14.35             $149,781.72
 March 1,2003 - February 29,2008           $15.35             $160,219.46

     Landlord will not send rent due statements. However, computer generated
rent coupons which outline Tenant's monthly charges will be delivered under
separate cover. All payments for Rent are due in the management office on or
before the first day of each month. Please mail or hand deliver checks to
BRE/Maxus L.L.C., 717 North Harwood Street, Suite 1650, Dallas, TX 75201.

     4.  Ratification.  Landlord  and  Tenant  ratify the terms of the Lease and
acknowledge  and  accept  that the Lease  remains  in full  force and  effect as
amended  hereby.  Defined  terms not  otherwise  defined  herein  shall have the
meanings ascribed to such terms in the Lease.

EXECUTED as of the date first above written.

LANDLORD:                          TENANT:

BRE/MAXUS L.L.C.,                  SOUTHWESTERN FINANCIAL
a Texas limited liability company  SERVlCES CORPORATION,
                                   a Delaware corporation

By:    /s/Daniel S. Steinberg      By:    /s/ W. Hubert Mathis
       --------------------------         ----------------
Name:  Daniel S. Steinberg         Name:  W. Hubert Mathis
Title:                             Title: Sr. Vice President