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                                                                   Exhibit 10.20
                                  OFFICE LEASE


         This Lease Agreement is entered into by Reliance Insurance Company,
hereafter called "Lessor"; and Meritech Mortgage Services, Inc., hereafter
called "Lessee."

                                   ARTICLE I
                                   DEFINITIONS

         Section 1.1 LEASED PREMISES. Lessor hereby leases to Lessee and Lessee
hereby leases from Lessor approximately 19,780 square feet of rentable area on
the Fourth (4th) Floor(s) designated as Suite 400 in the building known as One
Ridgmar Centre (hereinafter called the "Office Building") located at 6500 W.
Freeway, Forth Worth, Tarrant County, Texas. The area hereby leased in the
Office Building is hereinafter called "Leased Premises" and is shown outlined
and hatched on the floor plan drawing designated Exhibit "A" which is attached
hereto and made a part hereof and signed or initialed by the parties for
identification. Lessor shall have the right at any time and from time to time to
change the Office Building name.

         Section 1.2 RENTABLE AREA. On each floor of the Office Building on
which space is or will be leased to more than one tenant, the Rentable Area
attributable to each such lease shall be the total of (i) the entire area
included within the Leased Premises covered by such lease, being the area
bounded by the interior of the exterior wall or walls of the Office Building
bounding such Leased Premises, the exterior of all walls separating such Leased
Premises from any public corridors or other public areas on such floor and the
centerline of all walls separating such Leased Premises from other areas leased
or to be leased to other tenants on such floor, and (ii) a pro rata portion of
the area covered by the elevator lobbies, corridors, restrooms, mechanical
rooms, electrical rooms and telephone closets situated on each floor. The
Rentable Area for the entire Office Building shall be deemed to be 19,780 square
feet for the purposes of this Lease. The Rentable Area contained within the
Leased Premises shall be deemed to be the number of square feet set forth above.

         Section 1.3 LEASE TERM. The phrase "Lease Term" shall mean the primary
term hereafter stated plus any renewal and extension periods which validly go
into effect at the end of such primary term.

         Section 1.4 LEASE. The term "Lease" shall mean this Lease Agreement and
all amendments thereto hereafter entered into.

                                   ARTICLE II
                                 GRANT OF LEASE

         Section 2.1 GRANT TO LESSEE. In consideration of the mutual covenants
contained in this Lease, Lessor hereby leases to Lessee the Leased Premises. In
the event that this Lease is being entered into prior to the completion of
construction of the Office Building, Lessor and Lessee each acknowledge and
agree that each such party is executing this Lease for Ten Dollars ($10.00) and
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledge and Lessor and Lessee further agree that notwithstanding the
fact that the Lease term may commence at a date subsequent to the execution of
this Lease, such parties


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intend that each shall have vested rights immediately upon the execution of this
Lease and that this Lease shall be fully binding and in full force and effect
from and after execution hereof.

         Section 2.2 TITLE AND CONDITION. The Leased Premises are leased subject
to the existing state of the title thereof as of the date of this Lease; to all
zoning regulations, restrictions, rules and ordinances, and all building
restrictions and other laws and regulations now in effect or hereafter adopted
by any governmental authority having or acquiring jurisdiction; and, as regards
the improvements, to their present state and condition and without
representation or warranty of any kind by Lessor.

         Section 2.3 COVENANT OF QUIET ENJOYMENT. So long as Lessee complies
fully with all the provisions of this Lease, Lessor covenants that Lessor shall
not interface with the peaceful and quiet occupation and enjoyment of the Leased
Premises by Lessee and any claiming by or through Lessor. If Lessor fails to
comply with this covenant, Lessee may seek appropriate injunctive relief but
Lessee may under no circumstances terminate this Lease or abate or offset
against any rent or other payments owing to Lessor under this Lease. In the
event Lessor assigns or mortgages Lessor's interest in the Leased Premises, it
is understood and agreed that Lessor may under no circumstances be held liable
for any breach of this covenant of quiet enjoyment occasioned by acts or
omissions of any assignee or successor to the interest of Lessor.

         Section 2.4 SERVICES FURNISHED BY LESSOR. During the Lease term, Lessor
shall furnish to Lessee the following services.

                  (A) Air conditioning and heating in season, Monday through
Friday between 8:00 a.m. and 7:00 p.m. and Saturday between 9:00 a.m. and 1:00
p.m., at such temperature in such amounts as are considered by Lessor to be
sufficient for comfortable working conditions. Such air conditioning and heating
service during days and hours other than those set forth above shall be
provided, when available, to Lessee by Lessor when requested by Lessee, who
shall bear the standard changes of Lessor therefore, which shall never be less
than the cost thereof.

                  (B) Fluorescent lighting, including replacement of lamps,
ballasts and starters and electric current at wall and floor outlets.

                  (C) Reasonable service including normal trash pickup, dusting,
vacuum cleaning or sweeping, floor and glass cleaning.

                                  ARTICLE III
                                      TERM

         Section 3.1 PRIMARY TERM. Subject to Lessee's compliance with all of
the provisions of this Lease, Lessor agrees to lease the Leased Premises to
Lessee for a primary term of Ten (10) years beginning on November 1, 1996, and
ending on October 31, 2006. In the event that this Lease is being executed prior
to completion of the construction of the Office Building, the primary term shall
commence at such time as set forth in Section 3.2, Possession of Premises.

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         Section 3.2 POSSESSION OF PREMISES.

                  (a) In the event the Leased Premises have been constructed and
         completed at the time this Lease is executed, Lessee shall accept and
         occupy the same in "as is" condition, except as otherwise provided in
         an addendum, if any, attached hereto and signed by Lessor and Lessee.
         If the Leased Premises have not been completed at the time this Lease
         is executed, the construction and completion of same shall be performed
         in accordance with the terms and provisions of Exhibit C which is or
         will be signed by Lessor or Lessee.

                  (b) Lessee shall occupy the Leased Premises on the date of the
         beginning of the term. If construction of the Leased Premises is
         completed prior to the date of commencement of the term Lessee, at its
         option may occupy the Leased Premises prior to said commencement date
         and pay the base rental herein specified including prorated rent for
         any fractional month of occupancy.

                  (c) If construction of the Leased Premises is not completed by
         the commencement date of the term due to delays caused by Lessor or its
         contractor, the obligations of Lessor and Lessee under this Lease shall
         nevertheless continue in full force and effect, but base rental
         payments shall not commence until the Leased Premises are ready for
         occupancy; and such abatement of rent shall be in full satisfaction of
         all claims Lessee might otherwise have by reason of such delay except
         as set forth below. If, however, Lessee requires special work or
         finishing to the Leased Premises in addition to the standars set forth
         in Exhibit C and the delay in completing the Leased Premises is due to
         such extra or special work not having been done through no fault of
         Lessor, the base rental shall commence as of the date that Lessor's
         architect certifies that the Leased Premises could have been completed
         absent the delay caused by Lessee's special or additional work.

                  (d) Such early or late occupancy of the Leased Premises by
         Lessee, as provided in subparagraph (b) and (c) above, shall operate to
         change the scheduled ending date of the lease term specified above by
         an equal period of time. If a change in the scheduled ending date
         occurs, both Lessee and Lessor will execute a document stating the
         amended ending date in writing. The term of this Lease Agreement, as
         stated above, shall not be affected by such early or late occupancy of
         the Leased Premises by Lessee.

                                   ARTICLE IV
                               PAYMENT OBLIGATIONS

         Section 4.1 BASIC RENT. Lessee agrees to pay monthly as a minimum
guaranteed monthly rent during the term of this Lease the sum of *See Section
4.1(a) attached, which amount shall be payable to Lessor at the address shown in
Section 9.1(B)(b) on the first day of the month. One monthly installment of rent
shall be due and payable on the date of execution of this Lease by Lessee for
the first month's rent and a like monthly installment shall be due and payable
on or before the first day of each calendar month succeeding the "commencement
date" or "completion date" during the demised term; provided, that if the
"commencement date" or the "completion date" should be a date other than the
first day of a calendar month, the monthly



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rental set forth above shall be prorated to the end of that calendar month, and
all succeeding installments of rent shall be payable on or before the first day
of each succeeding calendar month during the demised term.

         Section 4.2 ADDITIONAL RENT. Other provisions of this Lease require
Lessee, under certain circumstances, to pay additional sums of money to Lessor
or others. For all purposes of this Lease, such sums of money shall be deemed to
be Additional Rent owing by Lessee to Lessor, and in the event of Lessee's
failure to pay such sums when due, Lessor may exercise all rights, powers, and
remedies provided herein or by law or equity or otherwise in the case of
Lessee's failure to pay the Basic Rent.

         Section 4.3 UTILITIES. Notwithstanding anything in this Lease to the
contrary, Lessee covenants and agrees to pay to Lessor as Additional Rent
hereunder, on the first day of each calendar month, for each and every month in
the Term, an amount equal to Lessee's pro rata share of all Utility Costs (as
hereinafter defined), charged by any private or municipal corporation furnishing
utilities to the Building ("Utility Companies") for the preceding month.
Lessee's pro rata share of such Utility Costs shall be a fraction of the total
of such Utility Costs, the numerator of which shall be the Rentable Area of the
Leased Premises, and the denominator of which shall be the total Rentable Area
of the Building (as stated herein). As used herein, the term "Utilities" shall
mean all electricity, gas and water furnished to or for the benefit of the
Building by Lessor (other than utilities for which a specific requesting Lessee
is otherwise obligated to pay Lessor). "Utility Costs" shall mean all amounts of
whatsoever nature charged Lessor by Utility Companies for Utilities furnished to
or for the benefit of the Building or its Lessees. Such required payments by
Lessee of its share of Utility Costs shall be deemed rental hereunder for all
purposes. A tenant-activated control system will be provided by Lessor for use
by the Lessee to allow for heating and air conditioning by Lessee of its Leased
Premises during non-business hours. Non-business hours are all hours other than
those set forth in Section 2.4(A). Lessee shall pay as additional monthly rental
the actual cost associated with its after-hours air conditioning and heating.
The cost of the utility usage associated with air conditioning and heating
during non-business hours shall be $35.00 per hour per half floor and subject to
adjustments based upon the actual utility cost as determined by TU Electric or
another independent source.

         Section 4.4 RENT ESCALATION.

                  (A) DEFINITIONS APPLICABLE TO THIS SECTION.

                    (1) In the event the operating expenses (as defined below)
         of Lessor upon the building and/or project of which the Leased Premises
         are a part shall, in any calendar year during the term of this Lease,
         exceed the sum of $__*_______ per net rentable square foot, Lessee
         agrees to pay as Additional Rent Lessee's pro rata share of the excess
         operating expenses.

                    (2) The term "Operating Expenses," as such term is defined
         below, shall be computed on an annualized basis, for the operation of
         the Office Building during



------------------
* An amount equal to the 1996 actual operating expense level.

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         the Base Year. All operating expenses shall be determined in accordance
         with generally accepted accounting principles which shall be
         consistently applied. The Operating Expenses shall include all costs,
         expenses, and disbursements of every kind and nature (except the costs
         of the replacement of capital investment items) in connection with the
         ownership and operation of the Office Building including but not
         limited to, the following:

                  (a) Wages and salaries of all on-site employees engaged in the
         maintenance of the Office Building; employer's social security taxes,
         unemployment taxes or insurance, and any other taxes or insurance, and
         any other taxes or insurance which may be levied on such wages and
         salaries; the cost of disability and hospitalization insurance and
         pension or retirement benefits for such employees;

                  (b) All supplies and materials used in operation and
         maintenance of the Office Building and Equipment;

                  (c) Cost of trash removal for the Office Building;

                  (d) Cost of all janitorial services, maintenance and service
         agreements on equipment, including alarm service, window cleaning and
         elevator maintenance, landscape and parking lot maintenance.

                  (e) Cost of casualty and liability insurance applicable to the
         Office Building and Lessor's personal property used in connection
         therewith;

                  (f) All real property taxes and installments of special
         assessments, including special assessments due to deed restrictions
         and/or owners' associations, which accrue against the building and/or
         project of which the Leased Premises are a part excluding, however,
         federal and state taxes on income;

                  (g) Costs of repairs and general maintenance, excluding
         alterations attributable to Lessor's gross negligence or willful acts,
         or to tenants of the Office Building other than Lessee; and

                  (h) Reasonable management fees and expenses including on-site
         management support facilities and staffing.

                  (B) PAYMENT OF RENTAL ESCALATION.

                    (1) At the end of each year during the Lease Term, Lessor
         shall, within ninety (90) days after the end of any such year (or
         calendar year as the case may be) for which rental escalation is due,
         give written notice thereof to Lessee which notice shall also contain
         or be accompanied by a computation of such rental escalation (which
         rental escalation shall be Additional Rent for all purposes hereof).

                    (2) Lessee shall pay such rental escalation to Lessor within
         thirty (30) days after receipt of the written notice described in the
         preceding paragraph.



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                    (3) In addition, Lessee shall pay, as Additional Rent, the
         estimated rental escalation for the current year of the Lease Term. The
         amount of estimated rental escalation shall be determined by Lessor
         based on the increase of Operating Expenses for prior years. Lessor
         shall notify Lessee of the amount of such estimated escalation at the
         beginning of each year during the Lease Term and Lessee shall pay
         one-twelfth of the amount of such estimate each month simultaneously
         with Lessee's payment of Basic Rent.

                    (4) Within ninety (90) days after the end of each year
         during the Lease Term, Lessor shall render an accounting to Lessee with
         regard to the estimated rental escalation referred to in paragraph (3)
         above. If additional monies are due by Lessee to Lessor, such monies
         shall be due and payable within thirty (30) days following Lessee's
         receipt of such accounting. If monies are due by Lessor to Lessee such
         monies shall be paid within such thirty (30) day period.

                    (5) Lessee, at its expense, shall have the right at all
         reasonable times to audit the Lessor's books and records relating to
         this Lease for the Base Year and any year or years for which Additional
         Rent is due, provided Lessee is not in Default or owing Lessor any
         monies, a refund for overpayment will be allowed.

                    (6) Any failure of Lessor to comply strictly with the time
         periods described in this Section shall not constitute a waiver of
         Lessor's right to collect the rental escalation and estimated rental
         escalation or be a defense to Lessor's collection of same.

         Section 4.5 LATE CHARGES. Lessee agrees that if the rent (either as
Basic Rent or Additional Rent) is not paid to Landlord on or before the tenth
day of each month as provided hereinabove, or that a check is returned to the
Lessor by the bank for any reason whatsoever, Lessee shall promptly pay the
Lessor the sum of the greater of either one percent (1%) of the monthly rental
or fifty dollars ($50.00) as special damages. In the event that either Lessee's
Basic Rent or Additional Rent from a previous month remains unpaid on the tenth
(10th) day of a subsequent month from which the Basic Rent or Additional Rent
was originally due, Lessee shall pay the greater of either one percent (1%) of
the combined past due balance of the Basic Rent and Additional Rent or Fifty
Dollars ($50.00) as special damages. Lessor, at its option, may subtract any
such amount so unpaid from any security deposit held by Lessor pursuant to the
terms of Article IV, Section 4.6 herein. In any such event, Lessee does not pay
this special damage and Lessor elects to apply a portion of the security deposit
for said special damage for Lessee, then Lessee shall, upon the written demand
of Lessor, forthwith remit to Lessor a sufficient amount of cash to restore said
security deposit to the original sum deposited. Lessee's failure to do so within
fifteen (15) days after receipt of such notice constitutes a default under this
Lease.

         Section 4.6 PAYMENT OF RENT. All sums payable by Lessee to Lessor as
rent (either as Basic Rent or as Additional Rent) shall be made by check or
draft payable to the order of Lessor. Lessor may change the party to the order
of whom any such checks or drafts are to be made payable, or the address to
which such checks or drafts are to be mailed, by giving written notice to such
effect to Lessee at least thirty days prior to the effective date of such
change. If any



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check or draft delivered to Lessor is not honored or paid when presented for
payment (for any reason other than negligence or fault of Lessor or other proper
payee), Lessor may thereafter require all such future payments of Lessee to be
made by cash, cashier's check, or United States postal money order.

         Section 4.7 SECURITY DEPOSIT. On the date of execution of this Lease by
Lessee, there shall be due and payable by Lessee a security deposit in an amount
equal to the sum of Eighteen Thousand One Hundred Thirty Two Dollars ($18,132)
to be held for the performance by Lessee of Lessee's covenants and obligations
under this Lease, it being expressly understood that the deposit shall not be
considered an advance payment of rental or a measure of Lessor's damage in case
of default by Lessee. Upon the occurrence of any event of default by Lessee or
breach by Lessee of Lessee's covenants under this Lease, Lessor may, from time
to time, without prejudice to any other remedy, use the security deposit to the
extent necessary to make good any arrears of rent and/or any damage, injury,
expense or liability cause to Lessor by the event of default or breach of
covenant, any remaining balance of the security deposit to be returned by Lessor
or Lessee upon termination of this Lease. In any such event, if Lessor uses the
Security Deposit or any portion thereof as provided herein, then Lessee shall,
upon written demand of Lessor, forthwith remit to Lessor a sufficient amount of
cash to restore said Security Deposit to the original sum deposited. Lessee's
failure to do so within ten (10) days after receipt of such notice shall
constitute a default, by Lessee, under this Lease.

         Section 4.8 TAXES. Parties other than Lessee shall pay as they become
due all taxes, charges, levies, any assessments at any time levied or assessed
against the Leased Premises by any governmental taxing authority. During the
Lease Term, Lessee shall pay as they become due all taxes, charges, levies, and
assessments levied or assessed by any governmental authority against any
leasehold interest or personal property of Lessee placed in, on, or about the
Leased Premises by Lessee, and Lessee shall further pay as they become due all
taxes, charges, assessments, and levies (including without limitation franchise,
sales, excise, and use taxes) in any way stemming from or connected with
Lessee's business operations upon the Leased Premises (which taxes shall be
Additional Rent for all purposes hereof). Lessee will not be liable for any
charge or penalty for late payment provided Lessee timely pays Lessor its rent
payments.

         Section 4.9 INSURANCE; INDEMNIFICATION.

                  (A) LIABILITY INSURANCE. During the Lease Term, Lessee shall,
at Lessee's sole expense, carry and maintain public liability insurance covering
the Leased Premises and the business operations conducted upon the Leased
Premises (including business operations conducted by Lessee's licenses,
concessionaires, and permitted sublessees) providing coverage in the minimum
amount of $3,000,000.00 against liability for injury to or the death of any one
person, $3,000,000.00 against liability arising out of any one accident or
occurrence, and property damage insurance in the minimum amount of
$3,000,000.00. Such insurance shall be written with insurance companies
authorized to do business in the State of Texas and reasonably acceptable to
Lessor, shall include both Lessor and Lessee as assureds; and shall contain a
clause that the insurer will not cancel or change such insurance without first
giving Lessor a minimum of thirty days' prior written notice. Lessee shall
furnish Lessor with copies of the policies or certificates evidencing that such
insurance is in full force and effect and stating the terms thereof.


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                  (B) CASUALTY INSURANCE. Lessor shall provide fire and extended
coverage insurance policies (in such amounts as are customary under the
circumstances) covering the improvements owned by Lessor and constituting part
of the Leased Premises. Lessee shall provide fire and extended coverage
insurance policies (in such amounts as are customary under the circumstances)
covering all of the Lessee's property which is located in, on, or about the
Leased Premises.

                  (C) INCREASED INSURANCE PREMIUMS. Lessee shall not use or
offer products for sale at or from the Leased Premises or engage in activities
which may be prohibited by the then approved Texas Standard Form of Fire
Insurance Policy.

                  (D) WAIVER OF SUBROGATION AGAINST LESSEE. In the event of any
loss or damage to the Leased Premises by fire or any other perils insured
customarily under extended coverage portions of fire insurance policies,
regardless of the cause thereof and whether or not such is caused by the
carelessness or negligence of Lessee or Lessee's servants, employees, agents,
visitors, or licensees, neither Lessor nor Lessee's insurance carrier may
subrogate over against Lessee or Lessee's servants, employees, agents, visitors,
or licensees for any such damage or loss so sustained. However, in the event
that as a result of the foregoing it becomes impossible for Lessor, after
endeavoring to do so with due diligence, to procure fire insurance with extended
coverage provisions customarily included in fire insurance policies with
provisions for waiver of subrogation against Lessee, then the foregoing
provision for waiver of subrogation shall be inoperative except as follows. In
the event that such policies are procurable but Lessor will be required to pay
an additional premium by reason of such waiver of subrogation, then Lessee
agrees to pay such excess premium cost as Additional Rent hereunder. In the
event Lessor is unable to procure insurance with a waiver of subrogation, Lessee
is hereby given the right to attempt to procure such insurance for the Lessor,
but Lessee shall pay any additional cost to Lessor for the same, and such
insurance shall be written with companies acceptable to Lessor.

                  (E) WAIVER OF SUBROGATION AGAINST LESSOR. In the event of any
loss or damage to the furniture, fixtures, equipment, goods, wares, merchandise,
leasehold improvements, or other property of Lessee by fire or any other perils
customarily insured under extended coverage portions of fire insurance policies,
regardless of the cause thereof and whether or not such is caused by the
carelessness or negligence of Lessor or Lessor's servants, employers, landlords,
employees, agents, visitors, or licensees, neither Lessee nor Lessee's insurance
carrier may subrogate over against Lessor or Lessor's servants, employers,
landlords, employees, agents, visitors, or licensees for any such damage or loss
so sustained. However, in the event that as a result of the foregoing it becomes
impossible for Lessee, after endeavoring to do so with due diligence to procure
fire insurance with extended coverage provisions customarily included in fire
insurance policies with provisions for waiver of subrogation against Lessor,
then the foregoing provision for waiver of subrogation shall be inoperative
except as follows. In the event that such policies are procurable but Lessee
will be required to pay an additional premium by reason of such waiver of
subrogation, then Lessor, or other parties other than Lessee, shall pay such
excess premium cost as Additional Rent hereunder. In the event Lessee is unable
to procure insurance with a waiver of subrogation, Lessor is hereby given the
right to attempt to procure such insurance for Lessee but Lessor shall pay an
additional cost to the Lessee for the same, and such insurance shall be written
with companies acceptable to Lessee.


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                  (F) EXCULPATORY CLAUSE. Lessor and Lessee's agents, employers,
landlords, and employees shall not be liable for and Lessee waives all claims
for damage to person or property sustained by Lessee or any person claiming
through Lessee resulting from accident or occurrence in or upon the Leased
Premises, including without limitation such claims for damage resulting from:
(1) any equipment or appurtenances functioning improperly; (2) Lessor's failure
to keep the Leased Premises in repair, except as expressly provided in this
Lease; (3) injury done or occasioned by wind; (4) any defect in or failure of
plumbing, heating, or air conditioning equipment, electrical wiring, or
installation thereof, gas, water, steam pipes, stairs, porches, railings, or
walks; (5) broken glass; the backing up of any sewer pipe or downspout; the
bursting, leaking or running of any tank, tub, washstand, toilet, waste pipe,
drain, or any other pipe or tank in, upon, or about the Leased Premises; the
escape of steam or hot water; (6) water, snow, or ice being upon or coming
through the roof, skylight, trapdoor, stairs, walks, or any other place upon or
near such building or premises or otherwise; (7) the falling of any fixture,
plaster, or stucco; and (8) any act, omission, or negligence of co-tenants or of
other persons or occupants of the Leased Premises or of adjoining or contiguous
buildings or of owners of adjacent or contiguous property or of Lessor or
Lessor's agents or employees. Lessee hereby covenants and agrees to indemnify
and hold Lessor, and Lessor's agents or employees. Lessee hereby covenants and
agrees to indemnify and hold Lessor, and Lessor's agents, employees, landlords,
and employees harmless from and against all claims, demands, actions, damages,
costs, expenses, and attorneys' fees in connection with the loss of life,
personal injury, and/or damage to property in any way connected with Lessee's
use and occupancy of the Leased Premises or the use or condition or occupancy
thereof, or occasioned wholly or in part by any act or omission of Lessee or any
of Lessee's employees without fault on their part, is made a party to any
litigation commenced by or against Lessee or any other person in connection with
any of the matters covered herein, then Lessee shall land must protect and hold
Lessor, Lessor's agents, employers, landlords, and employees harmless and shall
pay all costs, expenses, and reasonable attorneys' fees incurred by such parties
in connection therewith. In no event shall Lessor be exculpated from its own
gross negligence or willful acts or the gross negligence or acts of any of its
employees, or agents, except to the extent such is covered by the Lessee's
insurance.

                                   ARTICLE V
                         USE AND MAINTENANCE OBLIGATIONS

                  Section 5.1 USE OF LEASED PREMISES.

                  (A) DESCRIPTION OF PERMITTED USE. The Leased Premises are
leased by Lessor to Lessee, and Lessee shall use the Leased Premises, only for
the following purposes: General Offices and for no other purposes whatsoever.
Lessee hereby agrees to accept the Leased Premises as completely suitable for
such purposes. Lessee shall not commit any act on or near the Leased Premises
which constitutes a nuisance nor otherwise allow any nuisance to exist thereon.

                  (B) USE IN COMPLIANCE WITH LAWS. Lessee shall, at Lessee's own
expense, comply with all applicable laws, ordinances, rules, requirements, and
regulations of all duly constituted public or semi-public authorities now or
hereafter in any manner affecting Lessee's specific use of the Leased Premises
whether or not any such laws, ordinances, rules, requirements, and regulations
which may be hereafter enacted involve a change of policy on the



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part of the enacting authority. Lessee shall not: (1) permit any unlawful or
immoral practice to be carried on or committed on the Leased Premises; (2) make
any use of or allow the Leased Premises to be used for any purpose that might
invalidate or increase the rate of insurance thereof; (3) keep or use or permit
to be kept or used on the Leased Premises any inflammable fluids or explosives
without Lessor's prior written consent; (4) use the Leased Premises for any
purpose whatsoever which might create a nuisance or injure the reputation of the
Leased Premises; (5) deface or injure any improvements located on the Leased
Premises; (6) overload the floors; nor (7) commit or suffer any waste. Lessee
agrees to pay as Additional Rent any increase in the cost of insurance on the
Leased Premises to Lessor as a result of any unauthorized use of the Leased
Premises by Lessee, but such payment shall not constitute in any manner a waiver
by Lessor of Lessor's right to enforce all of the provisions of this Lease.
Lessee shall indemnify Lessor for any liabilities (including court costs and
attorneys' reasonable fees) incurred by Lessor as a result of Lessee's violation
of the provisions contained in this paragraph. Lessee may, at Lessee's own
expense, contest the validity of any law, ordinance, rule, requirement or
regulation of the nature herein referred to, and if by the terms of any such
law, ordinance, rule, requirement or regulation, compliance therewith may be
legally held in abeyance without the incurrence of any lien, charge, or
liability of any kind against the fee of the Leased Premises or against the
leasehold interest of Lessee in and to the Leased Premises and without
subjecting Lessee or Lessor to any liability of any nature for failure so to
comply, Lessee may postpone compliance therewith until a final determination in
any such proceedings but only if all such proceedings are prosecuted by Lessee
with all due diligence and dispatch and at the sole cost, expense, and risk of
Lessee.

         Section 5.2 MAINTENANCE OF LEASED PREMISES.

                  (A) MAINTENANCE BY LESSOR. Lessor shall, at Lessor's sole
expense, make all repairs and replacements which may be necessary to maintain in
good condition the roof, foundation, and structural walls (excluding breakable
components thereof) of all improvements located on the Leased Premises. However,
Lessor may under no circumstances be held liable to Lessee for any damage
resulting from failure to make roof repairs unless, prior to the occurrence of
such damages, Lessee had given Lessor written notice of the existence and
approximate location of the defect at least ten days prior to the period of time
reasonably necessary to complete the repairs, and both such ten days and such
period of time had expired. Lessor shall also, at Lessor's sole expense, replace
air conditioning and/or heating equipment (or major components thereof) and
plumbing fixtures which are owned by Lessor and which become unusable (i.e.,
cannot be repaired) due to normal deterioration. However, Lessor may not under
any circumstances be required to provide any such maintenance for repairs or
replacements which become necessary or desirable as a result of any act or
negligence of Lessee (or Lessee's employees, agents, or invitees) unless (and
only to the extent) the repairs made necessary or desirable by such act of
negligence are covered by Lessor's insurance. If, as a result of the making of
any such repairs or replacements, Lessee is deprived of the use of a material
portion of the Leased Premises for a substantial period of time, or Lessee's
business is seriously interrupted for a substantial period of time, the rent
payable by Lessee to Lessor shall be equitably reduced for such period.

                  (B) ACCESS BY LESSOR. Lessee agrees to allow Lessor and
Lessor's agents, employees, and representatives upon reasonable prior notice to
enter into and upon the Leased



                                       10
<Page>

Premises during normal business hours for the purpose of inspecting the Leased
Premises and carrying out Lessor's maintenance obligations. In carrying out
Lessor's maintenance obligations Lessor may use and temporarily store on the
Leased Premises all necessary materials, tools, and equipment. Lessor may under
no circumstances be held liable for inconvenience, annoyance disturbance, or
loss of business caused to Lessee or Lessee's guests, employees, or sublessees
by the carrying out of Lessor's maintenance obligations, but Lessor shall
conduct such activities in such a manner as will result in the minimum of
inconvenience to Lessee.

                  (C) MAINTENANCE BY LESSEE. Unless this Lease is being entered
into prior to completion of the Office Building, Lessee agrees to accept
possession of the Leased Premises in their present condition and to allow for
such changes in condition as may normally be expected to occur through
reasonable deterioration between the date of this Agreement and the date Lessee
actually takes possession of the Leased Premises. Lessee shall, at Lessee's sole
expense, make all repairs and replacements which may be necessary to maintain in
good condition the improvements located on the Leased Premises other than those
repairs and replacements which are required by the Lease to be made by Lessor.
However, this shall not require Lessee to maintain the Leased Premises in
perfect condition but shall only mean that Lessee's repairs and replacements
shall minimize to the extent reasonably possible the effects of use, decay,
injury, and destruction of the Leased Premises (Lessor recognizing that certain
depreciation by reason of increasing age and use is unavoidable). If Lessee
fails to make the repairs or replacements required by this Lease, Lessor is
authorized by this Lease to complete such repairs and replacements on behalf of
Lessee, and in such event Lessor may under no circumstances be held liable to
Lessee for any damages that Lessee might suffer as a result of such action on
the part of Lessor. Upon the termination of this Lease, Lessee shall surrender
the Leased Premises to Lessor in good order and repair, except for reasonable
wear and tear between the last necessary repair and/or replacement by Lessee
pursuant to Lessee's obligations hereunder. However, Lessee shall be liable at
the time of termination of this Lease for all repairs and replacement which have
become necessary or desirable as a result of any act of negligence of Lessee (or
Lessee's employees, agents, or invitees) except (and only to the extent) the
repairs made necessary or desirable by such act of negligence which is covered
by Lessor's insurance.

                  (D) ALTERATIONS. Lessee shall not make any structural
alterations, additions, or other changes to the Leased Premises without Lessor's
prior written consent. Lessee may make non-structural alterations (including the
erection of signs) to the interiors of the improvements constituting part of the
Leased Premises without Lessor's prior written consent, but only if: (1) such
alterations are accomplished in a good and workmanlike manner at Lessee's sole
expense and in accordance with all applicable federal, state, and local laws,
regulations, ordinances, and other promulgations; and (2) such alterations shall
not adversely affect the structural strength or market value of the
improvements. Title to such alterations (excluding trade fixtures which shall
remain the property of Lessee but which shall be removed at the end of the Lease
Term without damage to the Leased Premises) shall immediately vest in Lessor at
the end of the final day of the Lease Term and shall remain as part of the
Leased Premises. However, Lessor may elect to have Lessee remove any or all such
alterations in which event such alterations shall be completely removed by
Lessee (without damage to the Leased Premises) by the end of the Lease Term.
Lessee shall promptly pay for all work done or materials furnished in connection
with the making of any such alterations, additions, or other changes to the
Leased Premises, and under no circumstances may any of Lessee's suppliers of
work or materials obtain any lien or other claim



                                       11
<Page>

to Lessor's interest in the Leased Premises, and in any such event Lessee shall
promptly remove or bond over the same. Lessor's consent to the making of any
such alterations, additions, or other changes shall not be construed to make
Lessee an agent of Lessor with authority to subject Lessor's interest in the
Leased Premises to any such lien or other claim.

                  Section 5.3 SIGNS.

                  (A) If the Leased Premises are within a multi-story building,
Lessor will furnish and install a suitable building directory and establish
suite numbers to facilitate locating and identifying Lessee's premises. In order
to effect uniformity, to control the graphics, and to maintain dignified
aesthetics, Lessor will also furnish and install at the entrance door to
Lessee's premises a uniform suite number plate and a name plate. Signs, name
plates or graphics which are wholly within the Leased Premises and not visible
from the exterior of the building or from public spaces within the building will
be permitted.

                  (B) Lessee agrees that no other sign of any description shall
be erected or painted in or about the Leased Premises. Lessee shall, at Lessee's
expense, remove all signs at the termination of this Lease, and the installation
and removal shall be in such manner as to avoid any injury, defacement or
overloading of the building or other improvements.

                                   ARTICLE VI
                               SPECIAL PROVISIONS

         Section 6.1 ASSIGNMENTS AND SUBLEASES.

                  (A) BY LESSEE. Lessee shall not assign this Lease nor sublease
any part or all of the Leased Premises without Lessor's prior written consent,
which consent shall not be unreasonably withheld. However, Lessee may, without
Lessor's prior written consent, assign this Lease to any parent, subsidiary, or
affiliate, of Lessee or the surviving corporation resulting from a merger or
consolidation involving Lessee. Consent by Lessor to one assignment or sublease
shall not be construed as meaning consent to further assignments or subleases.
Regardless of any such assignment or sublease, Lessee shall remain liable to
Lessor for the full performance of all of the provisions of this Lease.

                  (B) BY LESSOR. Lessor may at any time convey, assign, or
encumber the Leased Premises and/or Lessor's rights under this Lease. In the
event of any such conveyance or assignment (other than a conveyance or
assignment as collateral security for an indebtedness), Lessee shall be
completely relieved from all obligations place upon Lessor by this Lease
effective at the date of such conveyance or assignment. However, Lessor shall be
so relieved only if (and when) Lessee is furnished with an instrument in writing
signed by such grantee or assignee and providing for the assumption by such
grantee or assignee of all of the provisions of this Lease.

         Section 6.2 FORCE MAJEURE. In the event that Lessor or Lessee shall be
delayed or hindered in or prevented from the performance of any of their
respective obligations anywhere herein contained by reason of: (1) the
destruction, in whole or in part, of any improvements forming a part of the
Leased Premises; (2) strikes; (3) lockouts; (4) labor troubles; (5) war, whether
declared or undeclared; (6) riot; (7) Act of God; (8) embargoes; (9) delays in


                                       12
<Page>

transportation; (10) inability to procure materials and/or labor; (11) failure
of power; (12) restrictive governmental laws or regulations, whether valid or
not; (13) insurrection; or (14) any other reason (other than financial) beyond
the reasonable control of such party, and not the fault of the party so delayed
or hindered in or prevented from performing work or doing acts otherwise
required under this Lease, then performance of such work or doing of such acts
shall be excused for the period of the delay, to the period of such delay;
provided, however, that the provisions of this Section shall not operate so as
to excuse or release Lessee from the prompt payment of rentals or other sums
required to be paid by Lessee to Lessor or to other payees anywhere hereunder.

         Section 6.3 ESTOPPEL CERTIFICATE. Within fifteen (15) days after
written request therefore by Lessor (in connection with a proposed conveyance or
encumbering of the Leased Premises by Lessor), Lessee shall deliver to Lessor
(or Lessor's nominee) in recordable form an Estoppel Certificate certifying (if
such be the case) that this Lease is unmodified and in full force and effect and
the dates to which the Basic Rent, Additional Rent, and other charges have been
paid, and stating whether or not to the knowledge of the signer of such
certificate Lessor is in default in the performance of any provision contained
in this Lease, and, if so, specifying each such default of which the signer may
have knowledge, together with such other information concerning the Lease as may
reasonably be requested.

         Section 6.4 SUBORDINATION OF LEASE. This Lease and the rights of Lessee
hereunder shall be and remain subordinate and inferior to any mortgage, deed of
trust or other lien (and to all advances hereafter made in connection therewith)
now or hereafter given by Lessor covering the Leased Premises provided such
mortgagee agrees to recognize Lessee's rights under this Lease so long as Lessee
is not in default. In the event of a foreclosure of any such mortgage, deed of
trust or other lien, such foreclosure shall not terminate the Lease and the
Lessee will attorn to and recognize the lienholder or its successor for the
balance of the lease term, provided that, if requested by such holder or
successor Lessee executes a Subordination, Attornment, Notice and
Non-Disturbance Agreement reasonably satisfactory in form and substance to the
holder. Lessee shall execute and deliver such instruments as may be necessary to
confirm and ratify the subordination set forth above, but such subordination is
effective as of the date of this Lease. Lessee hereby irrevocably appoints
Lessor as Lessee's attorney in fact with full power and authority to execute,
acknowledge and deliver any such instruments in the name and on behalf of Lessee
in the event Lessee for any reason fails to do so upon request.

         Section 6.5 MORTGAGE OF LESSEE'S LEASEHOLD ESTATE. Lessee may mortgage
Lessee's leasehold estate in the Leased Premises as security for any bona fide
indebtedness of Lessee, but no such mortgage may under any circumstances impair
or affect Lessor's interest in the Leased Premises or under this Lease, and any
such mortgage shall at all times remain subordinate and inferior to Lessor's
interest in the Leased Premises and under this Lease. If Lessor receives notice
in writing of the name and mailing address of any such mortgagee of Lessee,
Lessor agrees to furnish such mortgagee with notice of the occurrence of any
Event of Default hereunder, and such mortgagee may (but shall not be obligated
to), in the name and on behalf of Lessee, cure any such Event of Default within
the time and in the manner herein required of Lessee. In the event such
mortgagee foreclosures such mortgagee's interest in the Leased Premises in any
manner provided by law and such mortgagee or other person or entity ("New
Owner") becomes the legal owner of the leasehold estate, such New Owner shall be
substituted



                                       13
<Page>

for the Lessee under this Lease and shall be obligated to perform all of the
obligations herein placed on the Lessee. This substitution shall be automatic
and shall not require any written instrument of assumption in order to take
effect.

         Section 6.6 LANDLORD'S LIEN. In order to secure Lessee's payment
obligations under this Lease, and in addition to Lessor's statutory landlord's
lien, Lessee hereby conveys and grants to Lessor an express (contractual)
landlord's lien and security interest in all of the fixtures and non-fixture
personality (and all proceeds therefrom) which Lessee may now or hereafter place
in, on, or about the Leased Premises. This Lease is intended as and constitutes
a security agreement within the meaning of the Uniform Commercial Code of the
State of Texas. Lessee covenants that Lessee shall upon request execute and
deliver all instruments which Lessor deems necessary for the perfection and
preservation of such lien and security interest. Lessee hereby irrevocably
appoints Lessor Lessee's attorney in fact with full power and authority to
execute, acknowledge, and deliver any such instruments in the name and on behalf
of Lessee in the event Lessee for any reason fails to do so upon request.

         Section 6.7 PARKING FOR LESSEE. Lessee and Lessee's employees shall
park their cars only in areas specifically designated by Lessor from time to
time. Upon written request by the Lessor, Lessee shall furnish to Lessor within
five days of such request the automobile license numbers assigned to Lessee's
cars and the cars of all of Lessee's employees.

         Section 6.8 RULES OF BUILDING. Lessee agrees to comply with all
reasonable, uniformly applied rules and regulations established by Lessor for
the operation of the Office Building of which the Leased Premises are a part. A
copy of any current Rules and Regulations is attached as Exhibit "B" and
incorporated herein by reference.

         Section 6.9 RELOCATION. In the event Lessor determines to utilize the
Leased Premises for other purposes during the term of this Lease, Lessee agrees
upon ninety (90) days prior written notice from Lessor to relocate to other
space in the building and/or project designated by Lessor, provided such other
space is of equal or larger size than the Leased Premises and has at least the
same number of windows. Lessor shall pay all out-of-pocket expenses of any such
relocation, including the expense of moving and reconstruction of all Lessee
furnished and Lessor furnished improvements. In the event of such relocation,
this Lease shall continue in full force and effect without any change in the
terms or other conditions, but with the new location substituted for the old
location set forth in paragraph 1 of this Lease.

                                  ARTICLE VII
                             DAMAGE AND CONDEMNATION

         Section 7.1 DAMAGE TO LEASED PREMISES.

                  (A) SUBSTANTIAL DAMAGE. If the improvements of which the
Leased Premises constitute a part are damaged by fire or other casualty to the
extent of fifty percent or more of their replacement cost, then Lessor may elect
(by written notice delivered to Lessee no later than thirty days after such
damage) to terminate this Lease. In such event no rent shall be owing by Lessee
to Lessor for the period beginning on the day of such damage.


                                       14
<Page>


                  (B) PARTIAL DAMAGE. If the improvements of which the Leased
Premises constitute a part are damaged by fire or other casualty to the extent
of less than fifty percent of their replacement cost (or if such damage is
greater but Lessor fails to exercise the election given in paragraph A above),
the Lessor shall proceed with due diligence to restore such improvements to
their previous condition and shall deliver possession of such improvements to
Lessee as soon as such restoration has been completed. During the period
beginning on the date of the damage and ending on the date of completion of the
restoration, all rent otherwise owing by Lessee hereunder shall abate equitably
to the extent, if any, that Lessee's use of the Leased Premises is materially
interfered with by reason of such damage. In the event the restoration is not
completed in 240 days from start of restoration and Lessor is not actively
restoring such damage, Lessee may terminate this Lease.

         Section 7.2 CONDEMNATION OF LEASED PREMISES.

                  (A) TOTAL CONDEMNATION. If all of the Leased Premises are
taken under any eminent domain proceedings, this Lease shall terminate on the
date title to the Leased Premises vests in the condemning authority. There shall
be refunded to Lessee any portion of prepaid rent covering the period subsequent
to such date of termination. Lessee may make claim for a separate condemnation
award in an amount equal to the value of Lessee's fixtures and improvements as
well as Lessee's moving expenses (if applicable). Otherwise, any condemnation
award shall be payable to Lessor.

                  (B) PARTIAL CONDEMNATION. If twenty percent (20%) or less of
the Leased Premises is taken under any eminent domain proceeding, then this
Lease shall continue with abated rent as set forth below, and any condemnation
award shall be allocated as in Section 7.2(A) above. If more than twenty percent
(20%) of the Leased Premises (but less than all of the Leased Premises) is taken
under any eminent domain proceeding, Lessee shall, within sixty days after
Lessee first receives notice of the condemnation, elect (by written notice
delivered to Lessor) either to terminate this Lease on the date title to the
Leased Premises vests in the condemning authority, or continue this Lease as to
that portion of the Leased Premises not taken by the condemning authority. If
Lessee fails to elect within the sixty day period, this Lease shall
automatically be continued in full force and effect as to that portion of the
Leased Premises not taken by the condemning authority. In the event Lessee
elects to terminate this Lease, then there shall be paid to Lessee a portion of
any prepaid rent and a portion of the condemnation award in the same manner as
provided above in the event of a total condemnation. In the event this Lease is
continued, the Basic Rent payable by Lessee to Lessor shall be reduced by an
amount determined by taking the ratio which the number of square feet of the
Leased Premises actually taken by the condemning authority bears to the total
number of square feet of the Leased Premises originally contained in the Leased
Premises. Notwithstanding anything to the contrary hereinabove, at Lessor's
option to be exercised within thirty (30) days after title vests, Lessor may
terminate this Lease if the Office Building is affected by the condemnation to
an extent that it is impractical (in Lessor's reasonable judgment) to continue
operation of such Office Building in its then present form.


                                       15
<Page>

                                  ARTICLE VIII
                                     DEFAULT

         Section 8.1 EVENTS OF DEFAULT. An "Event of Default" will be deemed to
have occurred upon the happening of any of the following events or conditions:

                  (A) Lessee abandons the Leased Premises or allows them to
remain unoccupied for a continuous period of ten days;

                  (B) Any Basic Rent or Additional Rent remains unpaid then days
after written notice of such fact is forwarded to Lessee;

                  (C) Lessee makes an assignment for the benefit of creditors,
becomes insolvent, commits an act of bankruptcy, files for bankruptcy, or
involuntary bankruptcy proceedings are instituted or threatened against Lessee;
or Lessee's leasehold estate in the Leased Premises is attached or otherwise
levied upon or placed in the hands of a receiver or other representative of a
court; or

                  (D) Lessee fails to comply fully with all of the provisions of
this Lease; Lessor gives Lessee written notice of such failure; and Lessee fails
to remedy such failure within fifteen (15) days thereafter (unless such remedy
cannot be accomplished within such fifteen (15) day period in which event Lessee
fails diligently to pursue to completion the remedy of such failure--which, in
any event, must be accomplished within forty-five (45) days after the giving of
such written notice).

         Section 8.2 LESSOR'S RIGHT TO CURE DEFAULT. Upon the ccurrence of an
Event of Default, and at any time thereafter during the continuance of any
Event of Default, Lessor may (without any requirement of giving notice to
Lessee) take whatever steps may be necessary to cure any and all such Events
of Default. Such action on Lessor's part may in no event be construed as a
waiver by Lessor of any of Lessee's obligations under this Lease. All sums
expended by Lessor in curing any and all such Events of Default (including
reasonable attorneys' fees and related legal costs), together with interest
thereon at the maximum legal rate per annum from the date of the making of
any such expenditure to the date of repayment thereof to Lessor, shall be
deemed Additional Rent and shall be payable to Lessor then days after written
demand therefor given the Lessee.

         Section 8.3 LESSOR'S RIGHT TO RE-ENTER.

                  (A) Upon the occurrence of an Event of Default, and at any
time thereafter during the continuance of any Event of Default, Lessor may
(without any requirement of giving notice to Lessee) re-enter and repossess the
Leased Premises, remove therefrom Lessee and all those claiming under Lessee,
and remove and store in public warehouses or elsewhere at Lessee's expense all
property found in or upon the Leased Premises. Lessor may accomplish all this
without resort to legal process and without being deemed guilty of trespass or
becoming liable to Lessee or others for any resulting loss or damage.

                  (B) In addition to the above and foregoing, and any other
remedy provided by law, upon Lessee's failure to pay any Basic Rent or
Additional Rent within ten (10) days after



                                       16
<Page>

written notice of such fact forwarded to Lessee, Landlord may (without any
requirement of giving notice to Lessee) enter upon the Leased Premises and
change the locks to the Leased Premises thereby locking the Lessee out of the
Leased Premises. Lessor is not required to allow the Lessee to re-enter the
Leased Premises unless and until Lessee has paid all past due Basic Rent and
Additional Rent in full. Under no event shall Lessor's locking Lessee out of the
Leased Premises be construed to be a termination of this Lease.

         Section 8.4 LESSOR'S ELECTION TO TERMINATE OR RE-LEASE. If Lessor
re-enters the Leased Premises as above provided, Lessor may:

                  (A) Terminate this Lease by giving Lessee written notice to
such effect in which event all of Lessee's rights under this Lease shall cease;
and Lessee shall, within ten days after the receipt of such written notice, pay
to Lessor as liquidated damages a sum of money equal to the Basic Rent plus the
Additional Rent for the balance of the Lease Term; or

                  (B) Re-lease the Leased Premises, or any part thereof, for
such terms (which may extend beyond the maximum lease Term provided for in this
Lease) as Lesser may, in Lessor's sole discretion deem advisable and at the most
favorable rental which Lessor can negotiate. All rents received by Lessor from
such re-leasing shall be applied: (1) to the payment of all expenses incurred in
connection with such re-entering and re-leasing (including without limitation
all repairs and modifications helpful in re-leasing the Leased Premises, and
attorneys' fees and related legal costs); (2) to the payment of all past due
Basic Rent and Additional Rent; and (3) held in escrow for the payment of future
rentals coming due under this Lease. If the rent received by Lessor from such
re-leasing for any month be less than that owing by Lessee under this Lease for
such month, Lessee shall pay the deficiency to Lessor within ten days after
written demand therefor (and if Lessee fails to do so, interest shall run on
such deficiency at the maximum legal rate of interest per annum). So long as
Lessee has not received Lessor's written notice of termination, Lessor will be
deemed to have elected to re-lease the Leased Premises. Notwithstanding any
re-leasing by Lessor, Lessor may at any time decide to terminate this Lease if
an Event of Default remaining uncured at such time.

         Section 8.5 WAIVER OF RIGHTS OF REDEMPTION. Lessee hereby waives all
rights of appraisal and redemption under any present or future law accorded to
Lessee in the event Lessor exercises the rights herein given to Lessee upon the
occurrence of an Event of Default.

         Section 8.6 LESSOR DEFAULT. If a dispute shall arise between Lessor and
Lessee as to the performance of any Lessor obligation under the Lease which
non-performance would cause Lessor to be in default under the Lease, 30 days
after Lessor shall have received a notice from Lessee describing the nature of
the alleged non-performance, Lessee may perform the obligation under protest.
Such protest then shall be settled in a court of competent jurisdiction. Lessee
shall have the right to bring suit for the recovery of the cost and expense of
performance. If it shall be determined that Lessor was required to perform the
obligation under the Lease, Lessor shall reimburse Lessee the reasonable cost
and expense of the performance. Reasonable attorneys' fees for both Lessor and
Lessee shall be paid by Lessor if the court determines that Lessor was at fault
under the Lease; otherwise, Lessee shall pay the reasonable attorney fees for
both parties.

                                       17
<Page>

                                   ARTICLE IX
                            MISCELLANEOUS PROVISIONS

         Section 9.1 NOTICES.

                  (A) All notices allowed or required to be given hereunder must
be in writing and dispatched by United States certified mail, return receipt
requested, to the addresses shown at the end of this Lease. Either party hereto
may change the address to which any such notice is to be addressed by giving
notice in writing to the other party of such change. Any time limitation
provided for in this Lease shall commence with the date that the party actually
receives such written notice, and the date of postmark of any return receipt
indicating the date of delivery of such notice to the addressee shall be
conclusive evidence of such receipt.

                  (B) All rent and other payments required to be made by Lessee
shall be payable to Lessor at the address set forth below, or any other address
Lessor may specify from time to time by written notice delivered to Lessee.

                           (a) All payments required to be made by Lessor to
          Lessee shall be payable to Lessee at the address se forth below, or at
          any other address within the United States as Lessee may specify from
          time to time by written notice.

                           (b) Any notice or document required or permitted to
          be delivered by this Lease shall be deemed to be delivered (whether or
          not actually received) when deposited in the United States Mail,
          postage prepaid, certified mail, return receipt requested, addressed
          to the parties at the respective addresses set out below:

                 LESSOR:                                        LESSEE:


         Section 9.2 WAIVER. The waiver by either Lessor or Lessee of any
provision of this Lease shall not be deemed to be a waiver of any other
provision. The subsequent acceptance of Basic Rent or Additional Rent by Lessor
from Lessee may under no circumstances be deemed to be a waiver of any preceding
breach by Lessee of any provision hereof other than the failure of Lessee to pay
the rent so accepted regardless of Lessor's knowledge of such preceding breach
at the time of the acceptance of such rent. No provision of this Lease may under
any circumstances be deemed to have been waived by any party hereto unless such
waiver is in writing and signed by the party charged with such waiver.
Acceptance by Lessor of any payment in an amount less than that portion then
owing under this Lease shall be deemed an acceptance on account only and not a
waiver; and the failure to pay the entire amount then due shall continue to
constitute an Event of Default.

         Section 9.3 ENTIRE AGREEMENT AND AMENDMENTS. This Lease constitutes the
entire agreement between Lessor and Lessee, and there are no other covenants,
agreements, promises, terms, provisions, conditions, undertakings, or
understandings, either oral or written, between them concerning the Leased
Premises other than those herein set forth. No subsequent alteration, amendment,
change, deletion or addition to this Lease shall be binding upon Lessor or
Lessee unless in writing and signed by both Lessor and Lessee.

                                       18
<Page>

         Section 9.4 NO JOINT VENTURE. Nothing herein contained shall be deemed
to constitute Lessor a part of Lessee in the conduct of Lessee's business or a
joint venture or a member of a joint enterprise with Lessee.

         Section 9.5 PARTIAL INVALIDITY. If any provision of this Lease, or the
application thereof to any person or circumstances, shall to any extent be
invalid or unenforceable, the remainder of this Lease, or the application of
such affected provision to persons or circumstances other than those to which it
is held invalid or unenforceable, shall not be affected thereby, and each
provision of this Lease shall be valid and shall be enforced to the fullest
extent permitted by law. It is further the intention of Lessor and Lessee that
if any provision of this Lease is capable of two constructions, one of which
would render the provision void and other of which would render the provision
valid, then the provision shall have the meaning which renders it valid.

         Section 9.6 BROKER'S COMMISSION. Lessor and Lessee each represent and
warrant to the other that there are no claims for brokerage commissions or
finder's fees in connection with the execution and delivery of this Lease, and
each agrees to indemnify the other against and hold such party harmless from all
liabilities arising from any such claims, including without limitation
attorneys' fees and related court costs.

         Section 9.7 HEADINGS, CAPTIONS, ETC. The headings, captions, numbering
system, etc., are inserted only as a matter of convenience and may under no
circumstances be considered in interpreting the provisions of this Lease.

         Section 9.8 NO SETOFF. Lessee may under no circumstances have any right
of setoff or deduction against any payments payable by lessee to Lessor under
any of the terms, provisions, conditions and covenants of this Lease, but
instead Lessee may register a protest in connection with any payments being
made.

         Section 9.9 HOLDING OVER. In the event Lessee remains in possession of
the Leased Premises after the expiration of this Lease and without the execution
of a new lease, Lessee shall be deemed to be occupying the Leased Premises as a
tenant from month-to-month at a rental equal to the current market rental
(including Basic Rent, utilities, Additional Rent, rent escalation, and any
other charges) herein provided plus fifty percent (50%) of such amount and
otherwise subject to all the conditions, provisions and obligations of this
Lease insofar as the same are applicable to a month-to-month tenancy.

         Section 9.10 PLACE OF PERFORMANCE. The duties and obligations herein
contained are performable in Tarrant County, Texas.

         Section 9.11 COUNTERPARTS. This Lease may be executed in any number of
counterparts, each of which will for all purposes be deemed to be an original,
and all of which are identical.

                                       19
<Page>

                                   ARTICLE X
                                  MISCELLANEOUS

         Section 10.1 OTHER PROVISIONS.

         See Addendum I (attached)

EXECUTED THIS 15th day of August, 1996

<Table>
<S>                                                        <C>
LESSOR:  Reliance Development Group, Inc.                    LESSEE:  Meritech Mortgage Services, Inc.


By:                                                          By:
   ----------------------------------                           ----------------------------------
Its:       VICE PRESIDENT                                    Its:  PRESIDENT
    ---------------------------------                           ----------------------------------
</Table>



                                       20
<Page>





                                    EXHIBIT A


                                 LEASED PREMISES


                                19780 RSF approx.





                            [Diagram of Office Space]


                                   Level Four


                      Typical Floor Plan Levels 4 through 7




<Page>









                                  EXHIBIT "A-1"


                            [Diagram of Office Space]





<Page>


                              BASE RENTAL SCHEDULE

<Table>
<S>                     <C>                                                <C>
Year 1                   $11.54 p.r.s.f. = $228,261.20 per year              $19,021.77 per month
Year 2                   $12.54 p.r.s.f. = $248,041.20 per year              $20,610.10 per month
Year 3                   $13.54 p.r.s.f. = $267,821.20 per year              $22,318.43 per month
Year 4                   $13.54 p.r.s.f. = $287,821.20 per year              $22,318.43 per month
Year 5                   $14.54 p.r.s.f. = $287,601.20 per year              $23,966.77 per month
Year 6                   $14.50 p.r.s.f. = $286,810.00 per year              $23,900.83 per month
Year 7                   $15.50 p.r.s.f. = $306,590.00 per year              $25,549.17 per month
Year 8                   $16.75 p.r.s.f. = $331,315.00 per year              $27,609.58 per month
Year 9                   $16.75 p.r.s.f. = $331,315.00 per year              $27,609.58 per month
Year 10                  $16.75 p.r.s.f. = $331,315.00 per year              $27,609.58 per month
</Table>

NOTE: All monthly totals are net of Additional Rent and utilities per the Lease.

Any Leased Premises leased during the term of this Lease and any options shall
reflect a 1996 actual expense stop per Section 4.4.

*Years 1-5 include a $.54 per square foot charge for prior lease re-payment.



<Page>



                        RULES AND REGULATIONS OF BUILDING

                                  EXHIBIT "B"


         Except in the event of conflict with the express written terms of the
Lease between Lessor and Lessee, in which case the terms of such Lease shall
control:

         1. No Lessee shall do or permit anything to be done to said Premises,
or bring or keep anything therein, which will in any way increase the rate of
fire insurance on said Building, or on property kept therein, or obstruct or
interfere with the rights of other Lessees, or in any way injure or annoy them,
or conflict with the laws relating to fire, or with regulations of the fire
department, or with any insurance policy upon said Building or any part thereof,
or conflict with any of the rules or ordinances of the Board of Health of the
municipality in which the building is located.

         2. The sidewalks, halls, passageways, elevators and stairwells will not
be obstructed by any of the Lessees or used by them for any purpose other than
for ingress and egress to and from their respective Premises. Nor shall any
rubbish, litter, trash or material of any nature be placed or emptied in these
areas.

         3. All Lessees shall adhere to and obey all such parking control
measures as may be placed into effect by the Lessor through the use of signs,
fire lanes, identifying decals or other instructions.

         4. No moving company shall be used for the purpose of moving
furnishings in or out of the Premises unless they are licensed commercial
movers.

         5. Any electric wiring that the Lessee desires to introduce into his
Premises must be connected as directed by the Lessor. No boring or cutting for
wires will be allowed except with a specific consent of the Lessor. The location
of telephones, electrical appliances, call boxes, intercoms and so forth shall
be prescribed by the Lessor. All telephone equipment will be installed within
the Lessee's lease space.

         6. The Lessee shall not conduct any auction on the Premises, nor store
goods, wares or merchandise on the Premises except for the Lessee's own personal
use.

         7. All freight must be moved into, within and out of the Building under
the supervision of the Lessor and according to such regulations as may be posted
in the Building Office. All moving of furniture or equipment into or out of the
Building by the Lessee shall be done at such time and in such manner as directed
by the Lessor or its agent. In no case shall items of freight, furniture,
fixtures or equipment be moved into or out of the Building or in any elevator
during such hours as are normally considered rush hours to an office building,
i.e., morning rush hours, noon rush hours, and evening rush hours. All such
movement shall be as directed by Lessor in a manner to be agreed upon between
Lessee and Lessor by prearrangement before performance. Such prearrangement,
initiated by Lessee, shall include determination by Lessor and subject to its
decision and control of the time, method, and routing of movement, limitation
imposed by safety or other concerns which may prohibit any article, equipment or
any


                                       B-1
<Page>


other items from being brought into the building. Lessee expressly assumes all
risk of damage to any and all articles so moved, as well as injury to any person
or persons or the public engaged or not engaged in such movement, including
equipment, property, and personnel of Lessor if damaged or injured as a result
of any acts in connection with carrying out this service for Lessee from time of
entering property to completion of the work; and Lessor shall not be liable for
the act or acts of any person or persons so engaged in, or any damage or loss in
connection with such service performed by or for Lessee.

         8. Requirements of the Lessee for building services, maintenance or
repair shall be attended to only upon application to the office of the Building.
Employees of the Building are not permitted to perform any work nor to do
anything outside their regular duties unless under special instructions from the
office of the Building. No employees of the Building shall admit any person,
Lessee, or otherwise, to any office, without specific instructions from the
office of the Building. Lessee will refer all contractor's representatives and
installation technicians rendering any service for Lessee, to Lessor for
Lessor's supervision and/or approval before performance of any such contractual
services. This shall apply to all work performed in the Building including, but
not limited to, installation of telephones, telegraph equipment, electrical
devices and attachments, and installation of any and every nature affecting
floors, walls, woodwork, trim, windows, ceilings, equipment or any other
physical portion of the Building. None of this work will be done by Lessee
without Lessor's prior written approval.

         9. The Lessee shall not change locks or install other locks on doors
without the written consent of the Lessor. Lessor may permit entrance to
Lessee's office by use of pass keys controlled by Lessor, to employees,
contractors, or service personnel supervised or employed by Lessor. No
additional locks shall be placed upon the doors of the Leased Premises, and
Lessee shall not permit any duplicate keys to be made. All necessary keys will
be furnished by Lessor. Upon termination of this Lease, Lessee shall surrender
and deliver to the Lessor all keys to the Leased premises, which are in Lessee's
possession or in the possession of Lessee's agents, employees or others
permitted to occupy said Premises by said Lessee.

         10. The Lessee shall give prompt notice to the Building of any accident
to or defects in plumbing, electrical fixtures, or heating apparatus so that the
same may tend to properly.

         11. No safes or other objects larger or heavier than the freight
elevators of the Building are limited to carry shall be brought into or
installed on the Premises. The Lessor shall have the power to prescribe the
weight and position of such safes or other objects which shall, if considered
necessary by the Lessor, be required to be supported by such additional
materials placed on the floor as the Lessor may direct, and at the expense of
the Lessee. In no event can these items exceed a weight of 50 pounds per square
foot of floor space utilized.

         12. No person or persons other those approved by Lessor will be
permitted to enter the Building for purposes of cleaning, maintenance,
construction or painting.

         13. Lessee shall not permit or suffer the Premises to be occupied or
used in a manner offensive or objectionable to the Lessor or other occupants of
the building by reason of noise, odors, or vibrations or interfere in any way
with other Lessees or those having business therein,

                                       B-2
<Page>

nor shall any animals be kept in or about the Building. Smoking or carrying of a
lighted cigar or cigarette in the elevators of the Building is prohibited.

         14. The Lessee shall at all times maintain the Premises in good order,
neatly, and shall not permit or allow the Premises to become unsightly by reason
of accumulation of trash, disarray of merchandise or contents, or other, and, in
the event that in Lessor's judgment Lessee has permitted the Premises to become
or to remain in an unsightly condition, Lessee shall upon Lessor's request
immediately correct such condition and bring the Premises into a good state or
order and array. In adherence to and enforcement of this rule, it shall be
clearly understood that the intent of this rule is that Lessee shall at all
times maintain the Premises in a neat and orderly manner, and in the enforcement
hereof Lessor's decision shall be binding and controlling.

         15. The Lessee shall at all times take such measures as required to
protect the carpet and agrees to use carpet casters or approved protective pads
to prevent damage to the carpet from chairs. Lessee also agrees that any damages
resulting from moving furniture or any other cause of damage to the carpet will
be paid for by the Lessee and the Lessor will be notified immediately so that
such repairs as necessary may be made.

         16. No cooking shall be done or permitted by any Lessee on the Premises
nor shall offices of the Building to be used for storage of merchandise or for
lodging, or for any immoral or illegal purpose or any other purpose that will
damage the Premises or the reputation thereon.

         17. Each Lessee upon the termination of the tenancy shall deliver to
the Lessor all keys of the offices, rooms and toilet rooms which shall have been
furnished to the Lessee.

         18. No Lessee shall lay floor covering so that the same shall be
affixed to the Premises in any manner by paste or other material, except that
which may easily be removed with water. The use of cement or other similar
adhesive materials is expressly prohibited.

         19. No Lessee shall install, affix, or utilize any window covering,
i.e., blinds, draperies, protective coatings, etc., without Lessee first
receiving the prior written consent of the Lessor.

         20. On Sundays, holidays (legal) and other days during certain hours
for which the Building may be closed after normal business hours, access to the
building or to the halls, corridors, elevators and stairwells may be controlled
by the Lessor through the use of a building watchman and/or electronic or keyed
locks. Lessor or Lessor's representative will have the right to demand of any
and all persons seeking access to the Building proper identification to
determine if they have rights of access to the Premises. The Lessor shall, in no
case, be liable for damages wherein admission to the Building has not been
granted during abnormal hours by reason of a Lessee failing to properly identify
himself to the watchman, or through the failure of the building to be unlocked
and open for access by the Lessee, Lessee's employees, and general public.

         21. Lessee shall see that windows, transoms, and doors of the Premises
are closed and securely locked before leaving the Building and must observe
strict care so as not to leave such windows, doors and so forth open and exposed
to the weather or other elements, and the Lessee shall exercise extraordinary
care and caution that all water faucets or water apparatus are entirely



                                       B-3
<Page>

shut off before the Lessee or Lessee's employees leave the Building, and that
all electricity, gas, and air shall likewise be carefully shut off so as to
prevent waste or damage.

         22. Janitorial services shall be provided five days per week as solely
selected by Lessor in and about the Premises, and in no case shall such services
be provided on holidays (legal).

         23. Canvassing, soliciting, and peddling in the Building are
prohibited. Lessees shall cooperate to prevent same.

         24. Only "Bulldog" type picture hangers may be used for wall hangings.
Nails, screws, or picture hangers shall not be driven into the walls or wood
finish of the rooms for any purpose whatsoever unless specific approval in
writing is obtained from the Lessor.

         25. All signs will be contracted for by Lessor for Lessee at the rate
fixed by Lessor from time to time, and Lessee will be billed and paid for such
services accordingly. Written consent from Lessor is an absolute prerequisite
for any such sign or signs which Lessee may be so permitted to use.

         26. Lessee shall not place, install, or operate on the Leased Premises
or in any part of the Building, any engine, stove, or machinery, or, conduct
mechanical operations or cook thereon or therein, or place or use in or about
the Leased Premises any explosives, gasoline, kerosene, oil, acids, caustics, or
any other inflammable, explosive or hazardous material without the written
consent of Lessor first had and obtained.

         27. Lessor will not be responsible for any lost or stolen personal
property, equipment, money or jewelry from Lessee's area or public rooms
regardless of whether such loss occurs when the area is locked against entry or
not.

         28. Lessor shall have the right to prohibit the use of the name of the
Building or any other publicity by Lessee, which in the Lessor's opinion, tends
to impair the reputation of the Building or its desirability for the executive
offices of the Lessor or of other Lessee's; and, upon written notice from
Lessor, Lessee will refrain from or discontinue such publicity.

         29. The Lessor reserves the right, at any time, to rescind any one or
more of these rules and regulations as in the Lessor's judgment may from time to
time be necessary for the safety, care, and cleanliness of the Premises, and for
the preservation of order herein.


                                      B-4

<Page>


                              OFFICE LEASE EXHIBIT

                                   EXHIBIT "C"


SECTION 1: LESSOR'S WORK: Lessor shall provide in or to the Demised Premises the
following finish work at no cost to Lessee, per mutually agreed and signed
construction documents ("C-1"), but in no event will Lessor costs exceed Ten
($10) dollars per rentable square foot leased.

                  (A) FLOORING: Building-standard carpet install areas, except
storage areas, coffee rooms and duplicating/printing rooms, which will
be covered with building-standard vinyl tile.

                  (B) OFFICE PARTITIONS: Lessor will subdivide the Demised
Premises with building-standard interior partitions and rubber base to a maximum
of one (1) lineal foot of partition for each (10) square feet contained in the
Demised Premises, such partition to be equipped with building-standard doors,
hardware and finish, as provided in Paragraph "C" below. Except for full floor
tenancies, each two lineal feet of demising or corridor wall partition shall be
counted as one lineal foot of interior partition. Any requirement for additional
partitioning and/or doors will be at Lessee's expense.

                  (C) DOORS AND HARDWARE: Doors and hardware will be furnished
as follows:

                (1) Corridor Entrance Doors: Except in the case of full floor
tenancies, one (1) entrance door shall be installed complete with frame, trim,
hardware; and closure. If required by the applicable fire code concerning exists
additional building-standard doors will be installed.

                (2) Interior Doors: One (1) interior door, with
building-standard frame. Trim and hardware, for each two hundred fifty (250)
square feet contained in the Demised Premises.

                  (D) CEILING: Building-standard acoustical tile throughout.

                  (E) LIGHTING: Fluorescent light fixtures of building-standard,
not to exceed one (1) fixture for each eighty (80) square feet contained in the
Demised Premises. Additional standard fluorescent fixtures will be at the
Lessee's expense. (Any other fixture other than the building-standard
fluorescent will be at the Lessee's expense, and replacement or repair of any
non-standard fixtures or replacement of bulbs will be at the Lessee's expense.)
Lessor shall provide one (1) single pole light switch for each two hundred fifty
(250) square feet contained in the Demised Premises, with a minimum of one (1)
single pole light switch in the Demised Premises. Any additional light switches
required by Lessee shall be installed at Lessee's expense.

                  (F) ELECTRICAL POWER FACILITIES. Power outlets (standard 120
volt duplex convenience receptacles) shall be installed on partitions to a
maximum ratio of one (1) outlet for each one hundred twenty-five (125) square
feet contained in the Demised Premises. Changes of additional wiring and outlets
necessitating costs above this building-standard will be



                                       C-1
<Page>

paid for by the Lessee. Design of the basic building risers for the mechanical
and electrical systems is such that Lessee's requirements for additional power
at various voltages and phases, additional lighting, and various mechanical
facilities can be made available at Lessee's expense, prior to construction, by
agreement with Lessor.

                  (G) TELEPHONE FACILITIES: Standard unwired telephone outlets
suitable for serving standard telephone instruments shall be installed on
partitions to a maximum ratio of one (1) outlet for each one hundred
seventy-five (175) square feet contained in the Demised Premises. Changes or
additional requirements necessitating costs above this building-standard will be
paid for by Lessee. Lessee will be responsible for making timely arrangements
with the Telephone Company for installations.

                  (H) WINDOW COVERINGS. Building standard furnished by Lessee,
subject to the approval of Lessor, not to be unreasonably withheld.

                  (I) HVAC. Building standard air handling system, including
reasonable ductwork, supply and return vents, and pneumatically controlled
thermostats in the amount of one (1) thermostat for each conditioning zone. Said
system is designed for and capable of maintaining, within tolerances normal in
first class office buildings and subject to density factors of not more than one
(1) person per one hundred twenty-five (125) square feet nor more than five (5)
watts of electrical load per square foot of area served, inside space conditions
of 72 degrees (+2 degrees) Fahrenheit dry bulb and fifty percent (50%) relative
humidity when outside building conditions are 95 degrees Fahrenheit dry bulb and
eighty degrees (80(degree)) Fahrenheit wet bulb.

         GENERAL: All of the items and finishes above-listed in this Exhibit "C"
to be supplied by Lessor will be to the building-standard specifications, color,
quality and quantity. The costs of modifications and changes from
building-standards for any item shall include the cost of architectural and
engineering design and the increased costs of construction. Plans and
specifications of Lessee's proposed installations shall be submitted to Lessor
for approval by Lessor's architects and engineers prior to construction, which
approval shall not be unreasonably withheld. Workmanship and material used are
to be of the best quality. All design construction and installation shall
confirm to the requirements of applicable building, plumbing and electrical
codes and the requirements of any authority having jurisdiction over or with
respect to such work. If Lessee requests materials or installations other than
Lessor's building-standard, or if Lessee makes changes in the work after
furnishing said plans to Lessor, and if such non-standard material or
installations or such changes shall delay the work to be performed by Lessor, or
if Lessee shall otherwise delay the substantial completion of Lessor's work,
then, notwithstanding any provision to the contrary in this Lease, Lessee's
obligation to pay rent shall nevertheless commence on the commencement date
specified in Article IV of this Lease, or on the date that the Demised Premises
would have otherwise been delivered, and Lessee shall be obligated to pay any
reasonable costs incurred as a result of such change at the date of occupancy.

         Lessee agrees to furnish all information necessary so that Lessor can
complete the Finish Work for Lessee's Demised Premises in a timely manner.


                                       C-2
<Page>

SECTION II: LESSEE'S WORK: If Lessor further agrees to perform, at Lessee's
request, and upon submission by Lessee of necessary plans and specifications,
any additional or non-standard work over and above that specified in Section 1
hereof, such work shall be performed by Lessor, at Lessee's sole expense, as a
Lessee extra. Prior to commencing any such work requested by Lessee, Lessor will
submit to Lessee written estimates of the cost of any such work. If Lessee shall
fail to approve any such estimates within one (1) week from the date of
submission thereof by Lessor, then same shall be deemed disapproved in all
respects by Lessee and Lessor shall not be authorized to proceed thereon. Lessee
agrees to pay Lessor the cost of all such work, together with fifteen percent
(15%) of the cost thereof for Lessor's overhead and supervision, within thirty
(30) days after the date of billing. All past due monies shall bear interest at
the legal maximum interest rate allowable by law from the date due until paid.
Lessee agrees that same shall be collectible, as Additional rent pursuant to the
Lease, and in the event of default of payment thereof, that Lessor shall (in
addition to all other remedies) have the same rights as in the event of default
of payment of rent under said Lease.



                                      C-3

<Page>


                                  EXHIBIT "C-1"

                             CONSTRUCTION DOCUMENTS



INTENTIONALLY OMITTED.  WILL BE ADDED WHEN SUBMITTED AND APPROVED.
















                                     C-1-1

<Page>


                                    GUARANTEE

                                   EXHIBIT "D"


         In order to induce ________________________________________________
("Lessor") to execute the foregoing Office Building Lease (the "Lease") with
________________________ ________________________________________________
("Lessee"), for a certain Demised Premises in _________________________ Office
Building, _________________ County, State of _____________________ the
undersigned (whether one or more than one) has guaranteed and by this instrument
does hereby guarantee the payment and performance of all liabilities,
obligations and duties (including, but not limited to, payment of rent) imposed
upon Lessee under the terms of the Lease, as if the undersigned has executed the
Lease as Lessee thereunder.

         The undersigned hereby waives notice of acceptance of this Guarantee
and all other notices in connection herewith or in connection with the
liabilities, obligations and duties guaranteed hereby, including notices of
default by Lessee under the Lease, and waives diligence, presentment and suit on
the part of Lessor in the enforcement of any liability, obligation or duty
guaranteed hereby.

         The undersigned further agrees that Lessor shall not be first required
to enforce against Lessee or any other person any liability, obligation or duty
guaranteed hereby before seeking enforcement thereof against the undersigned.
Suit may be brought and maintained against the undersigned by Lessor to enforce
any liability, obligation or duty guaranteed hereby without joinder of Lessee or
any other person. The liability of the undersigned shall not be affected by any
indulgence, compromise, settlement or variation of terms which may be extended
to Lessee by Lessor or agreed upon by Lessor and Lessee, and shall not be
impaired, modified, changed, released or limited in any manner whatsoever by any
impairment, modification, change, release, or limitation of the liability of
Lessee or its estate in bankruptcy, or of any remedy for the enforcement
thereof, resulting from the operation of any present or future provision of the
National Bankruptcy Act, or any similar law or statute of the United States or
any State thereof, Lessor and Lessee, without notice to or consent by the
undersigned, may at any time or times enter into such extensions, amendments,
assignments, subleases, or other covenants respecting the Lease as they may deem
appropriate; and the undersigned shall not be released thereby, but shall
continue to be fully liable for the payment and performance of all liabilities,
obligations and duties of Lessee under the Lease as so extended, amended,
assigned or otherwise modified.

         It is understood that other agreements similar to this guarantee may,
at Lessor's sole option and discretion, be executed by other persons with
respect to the Lease. This guarantee shall be cumulative of any such agreements
and the liabilities and obligations of the undersigned shall in no event be
affected or diminished by reason of such other agreements. Moreover, in the
event Lessor obtains another signature of more than one guarantor on this page
or by obtaining additional guarantee agreements, or both, the undersigned agrees
that Lessor, in Lessor's sole discretion, may (i) bring suit against all
guarantors of the Lease jointly and severally or against any one or more of
them, (ii) compound or settle with any one or more of the guarantors for such
consideration as Lessor may deem proper, and (iii) release one or more of the
guarantors from

                                      D-1

<Page>


liability. The undersigned further agrees that no such action shall impair the
rights of the Lessor to enforce the Lease against any remaining guarantor or
guarantors, including the undersigned.

         If the party executing this guarantee is a corporation, then the
undersigned officer personally represents and warrants that the Board of
Directors of such corporation, in a duly held meting, has determined that this
guarantee may reasonably be expected to benefit the corporation.

         The undersigned agrees that if Lessor shall employ an attorney to
present, enforce or defend all of Lessor's rights or remedies hereunder, the
undersigned shall pay any reasonable attorneys' fees incurred by Lessor in such
connection.

         This agreement shall be binding upon the undersigned and the
successors, heirs, executors and administrators of the undersigned, and shall
inure to the benefit of Lessor and Lessor's heirs, executors, administrators,
and assigns.

         EXECUTED, this _________ day of ______________, 19____, to be effective
the same day as the effective day of the Lease.


                                            GUARANTOR(S):



                                            ------------------------------------
                                            Name (Printed or Typed)



                                            ------------------------------------
                                            Address (Printed or Typed)



                                            By _________________________________
                                                          Signature



-----------------------------------
WITNESS or ATTEST


                                      D-2

<Page>


                                   ADDENDUM I


         The Addendum I made as of this 12th day of August, 1996 is hereby made
a ______________________ ("Lease") between Reliance Insurance Company,
hereinafter called ("Landlord") and Meritech Mortgage Services, Inc.,
hereinafter called ("Lessee"). In the event of inconsistencies or differences
between the Lease Agreement and this Addendum I, Addendum I shall prevail and
govern.

Section 10:1      Other Provisions

         A.       LEASE BUY-OUT CLAUSE. Provided Lessee is not in default of the
                  lease and current with all monies owed to Landlord, Lessee may
                  elect to terminate this Lease on the seventh (7th) anniversary
                  of the rental commencement date by providing no later than the
                  sixth (6th) anniversary of the rental commencement date the
                  following:

                  1.       Written notice of its intent to terminate the Lease;

                  2.       Payment of all unamortized costs associated with this
                           Lease, consisting of Tenant Improvements Costs,
                           Commission Costs, Architectural Costs, Free Rent,
                           Signage Costs, Refurbishment Costs, and any
                           Miscellaneous Costs provided by Landlord; such
                           amortization will be on a straight line basis over
                           the term of the Lease.

                  3.       Payment of rate differential from step base rental
                           payment schedule from $14.33 per rentable square foot
                           average;

                  4.       A payment equal to Nine (9) months of base rental
                           payment based on $14.33 per rentable square foot
                           leased.

         B.       REFURBISHED ALLOWANCE. Provided Lessee is not in default and
                  current with all monies owed to Landlord, and provided
                  documented proof, including lien waivers, of carpet, paint,
                  and remodel work has been completed within Tenant's Premises,
                  Landlord shall pay, within thirty (30) days of completion of
                  such work, up to but not to exceed Three Dollars ($3.00) per
                  rentable square foot leased, payable after the Fifth (5th)
                  year of Lease term.

         C.       EXISTING LEASE CONTRIBUTION. Landlord and Lessee have agreed
                  to abate the Basic Rent due for the Second (2nd), Third (3rd)
                  and one-half of the Fourth (4th) months rent as payment for
                  Lessee existing Lease contribution, but this shall not include
                  any items of Additional Rent or Utilities as defined in the
                  lease sections 4.2 and 4.3. Lessee hereby acknowledges that
                  Lessee's right to such abatement is conditioned on Lessee's
                  full performance of all conditions and covenants set forth in
                  this Lease during the term of this Lease. In the event Lessee
                  commits or allows a default (as that term is defined in
                  Section 8.1 of such Lease Agreement) during the term of this
                  Lease and does not timely cure such default as provided
                  herein, Lessee will immediately become liable to the Lessor
                  for the full amount of such abated Basic Rent, which shall be
                  payable on demand.

                                       1

<Page>


         D.       RIGHT OF FIRST REFUSAL. Landlord hereby grants to Lessee a
                  Right of First Refusal on the Suite 300, approximately 19,780
                  rentable square feet in its entirety, provided Lessee has no
                  less than four (4) years left on the primary term or the
                  exercised renewal term.

                  Landlord will notify Lessee of any bona fide offer(s) which
                  is/are being made to or by a third party(s) to lease all or
                  any part of the Third (3rd) Floor. Such bona fide offer(s)
                  need not take the form of a final executed lease, but must at
                  least _____ the important and pertinent terms and conditions
                  of the proposed transaction, including economic terms and
                  conditions. From the date of the notice, Lessee will have five
                  (5) business days to exercise the Right of First Refusal under
                  the same terms and conditions that Landlord has offered to
                  such third party. Economic terms and conditions shall be
                  defined as gross term rent, total dollar contributions from
                  Landlord to the third party for tenant improvements, operating
                  expense allocation, free rental or other payment abatement,
                  discount of allowance, and any other financial benefit or
                  inducement.

                  If Lessee fails to accept Landlord's offer as herein
                  described, Landlord may proceed with leasing such space to any
                  tenant without further offer to Lessee, unless the aggregate
                  economic terms and conditions which Landlord later agrees to
                  with such other tenant vary by ten percent (10%) or greater.
                  If such proposed tenant's favor from the economic terms and
                  conditions offered to Lessee, in which event Landlord shall
                  resubmit its offer to Lessee to lease such space upon the same
                  improved terms and conditions as agreed to with such other
                  tenant. In the case of such re-submittals to Lessee, Lessee
                  shall have five (5) business days to notify Landlord of its
                  exercise of Right of First Refusal as provided herein.

                  Time is of the essence.

         E.       PARKING. Lessee shall have the right to lease up to six (6)
                  reserved covered parking spaces at a charge of $25.00 plus tax
                  per space, per month. Additional parking shall be provided on
                  levels 4 and 5 of parking garage on an unreserved basis.
                  Landlord reserves the right to escalate parking fees to the
                  current market rates of other submarket comparable garages
                  (i.e., Ridglea Bank Building, Summit Office Park, University
                  Centre).

         F.       SIGNAGE. Provided Lessee is not in default and is continually
                  occupying the Leased Premises in their entirety, and with
                  Lessor's prior written approval, Lessor shall allow Lessee to
                  install and maintain signage in one (1) position on the
                  monument. Installation and maintenance of such signage shall
                  be coordinated through Lessor's agent.

         G.       RENEWAL OPTION. Lessee and only this Lessee, no subtenant or
                  assigns, shall have the option to extend the term of this
                  Lease for one (1) five (5) year period upon all of the same
                  terms and conditions as are applicable to the initial term of
                  the Lease except for the grant of this Option and the Basic
                  Rent. Option may be validly exercised only by a written notice
                  in writing delivered to Landlord not later than nine (9)
                  months prior to the


                                       2

<Page>

                  expiration of the primary term of the Lease. In addition,
                  Option may be validly exercised only if Lessee is not then or
                  prior to the commencement of such renewal term, in default
                  under any of the provisions of the Lease. Time is strictly of
                  the essence hereof.

                  If Lessee validly exercises the Option to Renew pursuant to
                  this Exhibit F, Basic Rent for each lease year during the
                  Option Period shall be the product of (a) the Premises Area
                  multiplied by (b) the rent per square foot, at the
                  commencement of the Option Period, being offered to the market
                  for comparable space in One Ridgmar Centre, calculated as of
                  the commencement of the Option Period; provided, however, that
                  in no event shall the Option Period Basic Rent be less than
                  the sum of the Basic Rent in effect immediately prior to the
                  Option Period plus the operating expense escalation payable
                  with respect to the calendar year immediately preceding the
                  Option Period.

         H.       TEMPORARY SPACE. Lessor shall make available 1,677 rentable
                  square feet on the First (1st) Floor (see Exhibit "A-2") on a
                  month to month basis, for no longer than twelve (12) months
                  from Lessee's occupancy of Suite 400. The monthly base rental
                  shall be calculated at Eleven Dollars ($11.00) per rentable
                  square foot per year times the above square footage, and paid
                  on a per month plus utility costs basis. Tenant Improvement
                  costs for this space shall be borne by Lessee, and shall not
                  exceed Two Thousand Dollars ($2,000.00), which Lessee may use
                  the allowance for Suite 400 to make ready this space.

         I.       SECURITY DEPOSIT. Lessor shall keep Lessee's Security Deposit
                  separate in a general account and pay passbook interest yearly
                  for the term of the Lease.


                                       3

<Page>


THIS FIRST AMENDMENT, MADE _________________ DATED AUGUST 15, 1996, BY AND
BETWEEN RELIANCE INSURANCE COMPANY ("LESSOR") and MERITECH MORTGAGE SERVICES,
INC. ("LESSEE"),

Whereas Lessee hereby desire to expand the space it leases in the Office
Building;

Whereas Lessor and Lessee wish to further amend the Lease;

Now therefore, in consideration of the sum of ten dollars ($10.00), the receipt
and sufficiency is hereby acknowledged, the parties hereto agree as follows:

Sec. 1.1.         Leased Premises

FROM:

         1.1. Leased Premises. Lessor hereby leases to Lessee and Lessee hereby
         leases from Lessor approximately 19,780 square feet of rentable area on
         the FOURTH (4TH) floor in the building known as ONE RIDGMAR CENTRE
         (hereinafter called the "Office Building") located at 6500 W. FREEWAY,
         FORT WORTH, TARRANT COUNTY, TEXAS. The area hereby leased in the Office
         Building is hereinafter called "Leased Premises" and is shown outlined
         and hatched on the floor plan drawing designated Exhibit "A" which is
         attached hereto and made a part hereof and signed or initialed by the
         parties for identification. Lessor shall have the right at any time and
         from time to time to change the Office Building name.

TO:

         1.1. Leased Premises. Lessor hereby leases to Lessee and Lessee hereby
         leases from Lessor approximately 22,369 square feet of rentable area on
         the FOURTH (4TH) AND FIFTH (5TH) floors in the building known as One
         Ridgmar Centre (hereinafter called the "Office Building") located at
         6500 W. FREEWAY, FORT WORTH, TARRANT COUNTY, TEXAS. The area leased in
         the Office Building is hereinafter called "Leased Premises" and is
         shown outlined and hatched on the floor plan drawing designated Exhibit
         "A." In addition, for a term of three (3) years commencing on November
         1,1997, 2,589 square feet on the Fifth (5th) floor, as depicted on
         Exhibit "A-1" (hereinafter called "Expansion Area") shall be
         incorporated in the Leased Premises, and all terms and conditions of
         the Lease shall pertain to the Expansion Area except as herein
         provided. Lessor shall have the right at any time and from time to time
         to change the Office Building name.

Sec. 3.1.         Primary Term

ADD:

         The term for the "Expansion Area," Suite 503 as depicted in Exhibit
         "A-l," shall commence no later than NOVEMBER 1, 1997 and end on OCTOBER
         31, 2000.

Sec. 3.2(a).      Possession of Premises

ADD:

                                       1

<Page>


         Lessor and Lessee shall mutually agree upon plans and specifications
         for the Expansion Area as evidenced by a space plan approved by both
         parties. Lessee shall provide Lessor with its initial Expansion Area
         construction plans on or before October 1, 1997, and Lessor shall
         approve such construction plans or raise objections thereto on or
         before two business (2) days thereafter. Should the Lessor object to
         such plans, the Lessee shall make modifications to address the
         objections and redeliver the revised construction plans on or before
         five (5) days thereafter. Such approval and objection mechanism shall
         continue within the time frames stated above until such time as the
         construction plans have been wholly approved by both parties. Any
         adjustments or revisions by Lessee of the construction plans after they
         are finally approved will require the approval of Lessor. Lessee shall
         indemnify, defend, and hold harmless Lessor from and against any loss,
         damage, cost, expense, or cause of action Lessor may suffer or incur as
         a result of any error or omission in the plans and specifications
         referenced above. Lessor's contribution, space planning and
         construction plans funding shall be $3.00 per rentable square foot
         (R.S.F.), to be funded to Lessee within thirty (30) days of request by
         Lessee which request must include a copy of the final Certificate of
         Occupancy issued by the Building Inspection Division, City of Fort
         Worth, as built drawings of the completed Expansion Area, and lien
         wavers from selected contractor for the full amount of the contract.
         Lessor shall have the right to inspect completed Expansion Area to
         ascertain that construction is in compliance to building standards and
         construction documents, and Lessor may withhold payment if construction
         is not according to the approved plans.

Sec. 4.1 Basic Rent

ADD:

         Lessee agrees to pay monthly as a minimum guaranteed monthly rent
         during the term of this Lease the sum of SEE SECTION 4.1 - EXPANSION
         AREA (2,589 R.S.F.) BASE RENTAL SCHEDULE which amount shall be payable
         to Lessor at the address shown in Section 9.1(B)(b) on the first day of
         the month. One monthly installment of rent shall be due and payable on
         the date of execution of this Lease by Lessee for the first month's
         rent and a like monthly installment shall be due and payable on or
         before the first day of each calendar month succeeding the
         "commencement date" or "completion date" during the demised term;
         provided, that if the "commencement date" or the "completion date"
         should be a date other than the first day of a calendar month, the
         monthly rental set forth above shall be prorated to the end of that
         calendar month, and all succeeding installments of rent shall be
         payable on or before the first day of each succeeding calendar month
         during the demised term.

         EXPANSION AREA (2.589 R.S.F.) -BASE RENTAL SCHEDULE

<Table>
<S>                          <C>                                                <C>
         Year 1                $15.00 p.r.s.f. = $38,835.00 per year               $3,236.25 per month
         Year 2                $15.00 p.r.s.f. = $38,835.00 per year               $3,236.25 per month
         Year 3                $15.00 p.r.s.f. = $38,835.00 per year               $3,236.25 per month

         Note:  All monthly totals are net of Additional Rent and utilities per the Lease.

</Table>

                                       2

<Page>


Sec. 4:4 Rent Escalation

ADD:

         In regard to the Expansion Area, and in the event the Operating
         Expenses (as defined in Section 4:4) of the building, garage and or
         project of which the Expansion Area is a part shall, EXCEED ACTUAL 1997
         OPERATING EXPENSES, Lessee agrees to pay as Additional Rent the pro
         rata share of the excess operating expenses for the Expansion Area.

Sec. 6:7 Parking for Lessee

ADD:

         IN REGARD TO THIS FIRST AMENDMENT AND THE EXPANSION AREA, SUITE 503
         CONSISTING OF 2,589 R.S.F.

         For the term of the Expansion Area, Lessor agrees to provide an
         additional nine (9) spaces on or in the parking garage, in area(s)
         designated by Lessor which area(s) may be changed from time to time,
         and of which two (2) spaces will be reserved, building parking rates
         shall be charged for these spaces at $25.00 plus tax per space per
         month.

Sec. D            Fifth (5th) Floor - Right of First Refusal Space

ADD:

         IN REGARD TO THIS FIRST AMENDMENT AND THE EXPANSION AREA, SUITE 503
         CONSISTING OF 2,589 R.S.F.

         Provided Lessee is not in default, Lessor grants a Right of First
         Refusal on Suite 505 (1,738 R.S.F.) on the Fifth (5th) floor as it
         becomes available. Lessee has five (5) business days from receipt of
         Lessor's notification of space becoming available to notify Lessor of
         its election to lease such space. In the event Lessee does not exercise
         said election, this First Right of Refusal shall terminate for the
         space which has been offered by Lessor. Lessee and Lessor must execute
         an Amendment within ten (10) business days of Lessee's election to
         lease said remaining contiguous space. Lease terms for the space shall
         be set forth in the notification. Should Lessee elect to lease space,
         but Lessee and Lessor fail to agree on mutually acceptable terms,
         Lessee shall have deemed to rejected said space.

ADD:

         IN REGARD TO THIS FIRST AMENDMENT AND ONLY THE EXPANSION AREA, SUITE
         503 CONSISTING OF 2,589 R.S.F.

         RENEWAL OPTION. Lessee and only this Lessee, no subtenant or assigns,
         shall have the option to extend the term of this Expansion Area Lease
         for one (1) three (3) year period upon all of the same terms and
         conditions as are applicable to the initial term of the Lease except
         for the grant of this Option and the Basic Rent. Base Rent during
         renewal period


                                       3

<Page>

         will be the then market rent determined at the beginning of the renewal
         term. Option may be validly exercised only by a written notice in
         writing delivered to Landlord not later than nine (9) months prior to
         the expiration of the primary term of the Lease. In addition, Option
         may be validly exercised only if Lessee is not then or prior to the
         commencement of such renewal term, in default under any of the
         provisions of the Lease. Time is strictly of the essence hereof.

         ALL OTHER TERMS, covenants, and conditions of the Lease remain
unchanged and in full force and effect, except as modified by this First
Amendment. It is understood and agreed that all terms and expressions when used
in this First Amendment, unless a contrary intention is expressed herein, shall
have the same meaning as they have in the Lease.

         IN WITNESS HEREOF, Lessor and Lessee have executed this Lease Amendment
on this 8th day of September, 1997.

LESSOR:                                         LESSEE:

RELIANCE INSURANCE COMPANY                      MERITECH MORTGAGE SERVICES, INC.

By:  Reliance Development Group, Inc.,
         as Agent



By:    /s/ PETER P. MITHOEFER                   By: /s/ DENNIS STOWE
       --------------------------                  ----------------------------
       Peter P. Mithoefer                           Dennis Stowe
Title: Vice President                           Its: President



                                       4

<Page>




                                    EXHIBIT A


                                 LEASED PREMISES


                                19780 RSF approx.





                            [Diagram of Office Space]


                                   Level Four


                      Typical Floor Plan Levels 4 through 7




<Page>




                                  EXHIBIT "A-1"


                            [Diagram of Office Space]









<Page>


                              LEASE AMENDMENT FOUR

                                (Space Reduction)


         THIS LEASE AMENDMENT FOUR ("AMENDMENT") is made and entered into as of
the 15th day of February, 2000, by and between CMD REALTY INVESTMENT FUND III,
L.P., an Illinois limited partnership ("LANDLORD") and MERITECH MORTGAGE
SERVICES, INC., a Texas corporation ("TENANT").

         A. Landlord and Tenant are the current parties to that certain lease
("ORIGINAL LEASE") dated August 15, 1996, for premises known as Suite 400 and
Suite 517 (the "PREMISES") in the building (the "BUILDING") known as One Ridgmar
Centre, located at 6500 West Freeway, Fort Worth, Texas (the "PROPERTY," as may
be further described below), which lease has heretofore been amended by Addendum
I ("First Amendment") dated August 12, 1996, Amendment # One ("Second
Amendment") dated December 1, 1996, and First Amendment ("Third Amendment")
dated September 8, 1997 (collectively, and as amended herein, the "LEASE").

         B. Tenant desires to surrender a portion of the Premises to Landlord,
and Landlord is willing to accept such surrender on the terms and provisions
hereinafter set forth.

         NOW THEREFORE, in consideration of the mutual covenants and agreements
herein contained, and other good and valuable consideration, the parties do
hereby agree as follows:

         1. SPACE REDUCTION; REMAINING PREMISES. Effective on February 29, 2000
(the "REDUCTION DATE"):

                  a. the space known as Suite 517 (formerly known as Suite 503)
(the "REDUCTION SPACE"), which shall be deemed to contain 2,589 square feet of
rentable area, which was added to the Premises under the "Third Amendment" dated
September 8, 1997 as identified above, shall be subtracted from the Premises,
and shall be deemed surrendered by Tenant to Landlord, and the Lease shall be
deemed terminated with respect thereto, and

                  b. the balance of the Premises shall consist of the space
known as Suite 400 (the "REMAINING PREMISES"), which shall be deemed to contain
19, 780 square feet of rentable area, the approximate location of which is shown
on EXHIBIT A to the Original Lease.

         2. REDUCTION FEE. As additional consideration for Landlord's agreement
to reduce Tenant's obligations by entering into this Amendment, and to reimburse
Landlord for any initial unamortized expenses incurred by Landlord in entering
into the Lease with respect to the Reduction Space portion of the Premises,
Tenant agrees to pay Landlord upon Tenant's execution hereof the amount of
$16,000.00 as additional rent.

         3. BASE RENT. Tenant shall continue to pay all rentals and other
charges under the Lease until the Reduction Date. Commencing on the Reduction
Date, the base monthly rent for



                                       1
<Page>

the Remaining Premises through the expiration date of November 30, 2006 under
the Lease ("EXPIRATION DATE") shall be as set forth in the following schedule:

<Table>
<Caption>
----------------------------------------------------------------------------------------------------------------------
                          PERIOD                                       REMAINING PREMISES MONTHLY BASE RENT
----------------------------------------------------------------------------------------------------------------------
<S>                                                                  <C>
Reduction Date - November 30, 2000                                                  $22,318.43
----------------------------------------------------------------------------------------------------------------------
December 1, 2000 - November 30, 2001                                                $23,966.77
----------------------------------------------------------------------------------------------------------------------
December 1, 2001 - November 30, 2002                                                $23,900.83
----------------------------------------------------------------------------------------------------------------------
December 1, 2002 - November 30, 2003                                                $25,549.17
----------------------------------------------------------------------------------------------------------------------
December 1, 2003 - November 30, 2006                                                $27,609.58
----------------------------------------------------------------------------------------------------------------------
</Table>


         4. ADDITIONAL RENT; TENANT'S SHARE. On the Reduction Date, all other
rentals or other charges based or computed on the square footage of the
Premises, including without limitation, operating or other expenses of the
Property shall be adjusted proportionately to reflect the Remaining Premises
rentable square footage, such that Tenant's share thereof shall be: eleven and
17/100 percent (11.17%) with respect to the Remaining Premises.

         5. PRORATIONS. If the Reduction Date occurs other than on the beginning
of the applicable payment period under the Lease, Tenant's obligations for base
rentals, operating expenses and other such charges shall be prorated on a per
diem basis. If any charges respecting the Reduction Space have not been
determined by the Reduction Date, Tenant shall pay upon request Landlord's
reasonable estimate of such charges, subject to adjustment after the actual
charges have been determined (and Tenant shall remain liable for all rentals and
other charges accruing with respect to the Reduction Space prior to the
Reduction Date).

         6. PARKING, SIGNS, AND OTHER MATTERS. On the Reduction Date: (a) any
rights to parking spaces, directory board listings, or other items provided
under the Lease on a quantity basis shall, at Landlord's option, be reduced pro
rata based on the reduction in square footage hereunder (and any remaining
parking spaces available to Tenant shall, at Landlord's option, be unreserved
and/or uncovered), and (b) any other exterior or interior sign rights provided
under the Lease shall be deleted (except any existing rights of Tenant under the
Lease to have elevator lobby signs on floors during any periods when Tenant is
leasing and occupying all rentable square footage thereon). Tenant shall
promptly pay Landlord's reasonable charges for removing such directory board
listings and signs, as additional rent.

         7. OTHER TERMS; CERTAIN PROVISIONS DELETED. Tenant shall fully comply
with all obligations under the Lease respecting the Reduction Space accruing
through the Reduction Date, including those provisions relating to the condition
of the Reduction Space, and removal of Tenant's personal property therefrom,
upon termination or expiration of the Lease. On and after the Reduction Date,
all terms and conditions then or thereafter in effect under the Lease, as
amended herein, shall apply to the Remaining Premises, including, without
limitation, any so- called "base years" for computing Tenant's obligations for
real estate taxes, operating or other expenses of the Property, except as
provided to the contrary herein. Notwithstanding the foregoing to the contrary,
this Amendment is intended to supersede any rights of Tenant under the Lease to
expand, reduce or relocate the Premises, or extend or renew the term of the
Lease, or terminate the Lease early, and all such provisions are hereby deleted.

                                       2
<Page>

         8. REPRESENTATIONS. Tenant represents and warrants that it has not made
any assignment, sublease, transfer, conveyance of the Lease or any interest
therein with respect to the Reduction Space. Tenant acknowledges that Landlord
will be relying on this Amendment in entering leases for the Reduction Space
with other parties.

         9. CONFIDENTIALITY. Tenant shall keep the content and all copies of
this document and the Lease, all related documents or amendments now or
hereafter entered, and all proposals, materials, information and matters
relating thereto strictly confidential, except to the extent reasonably required
for proper business purposes by Tenant's employees, attorneys, insurers,
auditors, lenders, and permitted successors and assigns, and except as may be
required by Law or court proceedings.

         10. REAL ESTATE BROKERS. Tenant represents and warrants that Tenant has
not dealt with any broker, agent or finder in connection with this Amendment,
and agrees to indemnify and hold Landlord, and it employees, agents and
affiliates harmless from all damages, judgments, liabilities and expenses
(including reasonable attorneys' fees) arising from any claims or demands of any
broker, agent or finder with whom Tenant has dealt for any commission or fee
alleged to be due in connection with this Amendment.

         11. LIMITATION OF LANDLORD'S LIABILITY. Tenant agrees to look solely to
Landlord's interest in the Property for the enforcement of any judgment, award,
order or other remedy under or in connection with the Lease or any related
agreement, instrument or document or for any other matter whatsoever relating
thereto or to the Property or Premises. Under no circumstances shall any present
or future, direct or indirect, principals or investors, general or limited
partners, officers, directors, shareholders, trustees, beneficiaries,
participants, advisors, managers, employees, agents or affiliates of Landlord,
or of any of the other foregoing parties, or any of their heirs, successors or
assigns have any liability for any of the foregoing matters. If Landlord shall
convey or transfer the Property or any portion thereof in which the Premises are
contained to another party, such party shall thereupon be and become landlord
hereunder, shall be deemed to have fully assumed all of Landlord's obligations
under this Lease accruing during such party's ownership, including the return of
any security deposit, and Landlord shall be free of all such obligations
accruing from and after the date of conveyance or transfer.

         12. OFFER. The submission and negotiation of this Amendment shall not
be deemed an offer to enter the same by Landlord, but the solicitation of such
an offer by Tenant. Tenant agrees that its execution of this Amendment
constitutes a firm offer to enter the same which may not be withdrawn for a
period of forty-five (45) days after delivery to Landlord. During such period,
Landlord may proceed in reliance thereon, but such acts shall not be deemed an
acceptance of Tenant's offer to enter this Amendment, and such acceptance shall
be evidenced only by Landlord signing and delivering this Amendment to Tenant.

         13. WHOLE AMENDMENT; FULL FORCE AND EFFECT; CONFLICTS. This Amendment
sets forth the entire agreement between the parties with respect to the matters
set forth herein. There have been no additional oral or written representations
or agreements. As an inducement for Landlord to enter into this Amendment,
Tenant hereby represents that Landlord is not in violation of the Lease, and
that Landlord has fully performed all of its obligations under the Lease as of
the date on which Tenant signs this Amendment. In case of any inconsistency


                                       3
<Page>

between the provisions of the Lease and this Amendment, the latter provisions
shall govern and control.

         14. INTERPRETATION; DEFINED AND UNDEFINED TERMS. This Amendment has
been prepared from a generic form intended for use with a variety of underlying
lease forms containing a variety of defined and undefined terms. This Amendment
shall be interpreted in a reasonable manner in conjunction with the Lease.
Unless expressly provided to the contrary herein: (a) any terms defined herein
shall have the meanings ascribed herein when used as capitalized terms in other
provisions hereof, (b) capitalized terms not otherwise defined herein shall have
the meanings, if any, ascribed thereto in the Lease, and (c) non-capitalized
undefined terms herein shall be interpreted broadly and reasonably to refer to
terms contained in the Lease which have a similar meaning, and as such terms may
be further defined therein. Notwithstanding the foregoing, the parties agree
that terms such as "rentable area" and "rentable square feet" herein do not
refer to similar such terms in the Lease, and include the so-called usable area,
without deduction for columns or projections, multiplied by one or more load or
conversion factors, to reflect a share of certain areas, which may include
ground floor and elevator lobbies, corridors, mechanical, utility, janitorial,
boiler and service rooms and closets, restrooms, and other common, public and
service areas, as determined by Landlord in accordance with existing building
records or other sound management practices.

         IN WITNESS WHEREOF, the parties have executed this Amendment as of the
date first set forth above.

             LANDLORD:  CMD REALTY INVESTMENT FUND III, L.P. [SEAL]
                        an Illinois limited partnership
                        By: CMD/Fund III GP Investments, L.P.,
                            an Illinois limited partnership, its general partner
                            By: CMD REIM III, Inc., an Illinois corporation,
                                it's general partner



                                By: /s/ ROBERT C. GIBBONS
                                   ---------------------------------------------
                                   Robert C. Gibbons, Vice President



             TENANT:  MERITECH MORTGAGE SERVICES, INC. [SEAL]
                      A Texas corporation



                      By: /s/ DENNIS STOWE
                         --------------------------------------------------
                         Name: DENNIS STOWE
                              ---------------------------------------------
                         Its:  PRESIDENT
                              ---------------------------------------------


                                       4
<Page>


                                   CERTIFICATE

         I, Debra Watson, as Secretary of the aforesaid Tenant, hereby certify
that the individual(s) executing the foregoing Lease on behalf of Tenant
was/were duly authorized to act in his/their capacities as set forth above, and
his/their action(s) are the action of Tenant.




(Corporate Seal)                             /s/ DEBRA L. WATSON
                                  ----------------------------------------------


                                       5

<Page>

                               SUBLEASE AGREEMENT


STATE OF TEXAS        )
                      )               KNOWN TO ALL MEN BY THESE PRESENTS
COUNTY OF TARRANT     )



         THIS SUBLEASE (the "Sublease") is entered into effective as of the ____
day of January, 2000, by and between Meritech Mortgage Services, Inc.
("Sublessor"), and DynCorp Technical Services, Inc. ("Sublessee").

         WHEREAS, Reliance Insurance Company ("Landlord") and Sublessor entered
into that certain Office Lease Agreement (the "Primary Lease") which is attached
hereto and made a part hereof for all purposes as EXHIBIT A, dated August 15,
1996, with respect to certain space (the "Leased Premises") located at 6500 West
Freeway in a building commonly known as One Ridgmar Centre (the "Building"),
situated on certain real property in the City of Forth Worth, Tarrant County,
Texas, as more particularly described therein.

         WHEREAS, Sublessee desires to sublease certain space (the "Subleased
Premises") being the Leased Premises located on the fourth (4th) floor of the
Building, being suite 400, such Subleased Premises being shown as cross hatched
on Exhibit A, to the Primary Lease and made a part hereof by reference for all
purposes.

         NOW THEREFORE, for and in consideration of the sum of Ten and No/100
Dollars ($10.00) paid by each party hereto to the other, the mutual agreements
set forth herein, and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto hereby agree as
follows:

         1. LEASE GRANT. Sublessor hereby subleases to Sublessee and Sublessee
hereby agrees to sublease from Sublessor the Subleased Premises. The parties
hereto acknowledge that the Subleased Premises contain a total of 19,780 square
feet of Rentable Area (as such term is defined in the Primary Lease).

         2. TERM. The term of this Sublease shall commence on the earlier of
occupancy by Sublessee for the conduct of business, or March 1, 2000
("Commencement Date") and shall terminate on the earlier of (i) November 30,
2006, or (ii) any termination of Sublessor's right to possession of the
Subleased Premises under the Lease, whether due to a default by Sublessor or
otherwise (such date being referred to herein as the "Termination Date")
provided, however, Sublessee shall have the right to enter the Subleased
Premises upon full execution of this Sublease Agreement for the purpose of
installing tenant improvements therein.

         3. RENT. During the term of this Sublease, Sublessee shall pay to
Sublessor as rent for the Subleased Premises aggregate rental equal to One
Million Eight Hundred Sixty-One Thousand Seven Hundred Ninety-Two and 50/100
Dollars ($1,861,792.50) in monthly amounts during the time periods indicated
below.

                                       1

<Page>


         A. BASIC RENT. Sublessee shall pay to Sublessor as basic rent, without
deduction, set off, notice or demand, at 4708 Mercantile Drive N, Forth Worth,
Texas 76137, or at such place as Sublessor shall designate from time to time by
notice to Sublessee, in advance on the first day of each month of the Term as
follows:

<Table>
<Caption>
                                                  ANNUAL                  ANNUAL              MONTHLY
              PERIOD                             RATE RSF                BASE RENT           BASE RENT
              ------                             --------                ---------           ---------
<S>                                        <C>                   <C>                  <C>
March 1, 2000 - February 28, 2001                 $11.00                $217,580.00          $18,131.67
March 1, 2001 - February 28, 2002                 $12.00                $237,360.00          $19,780.00
March 1, 2002 - February 28, 2003                 $13.00                $257,140.00          $21,428.33
March 1, 2003 - November 30, 2006                 $15.50                $306,590.00          $25,549.17
</Table>

Sublessor shall pay such rentals each month beginning the first (1st) day of
March 2000 and on the first (1st) day of each succeeding calendar month until
and including the calendar month in which the Terminate Date occurs. If the date
on which this Sublease commences or terminates occurs on a date other than the
first day of a calendar month, the rental for such calendar month shall be
prorated.

                  B. ADDITIONAL RENT. In addition to the foregoing obligation to
pay basic rent, Sublessee shall pay to Sublessor its proportionate share of the
operating expenses, including but not limited to taxes, insurance and
maintenance for the Subleased Premises above 2000 Base Year actual expenses.
Such amount shall be based upon the terms and provisions of Section 4.4 - A Rent
Escalation of the Primary Lease, which proportionate share equals the ratio of
the total rentable square feet in the Subleased Premises to the total rentable
square feet in the Building.

                  C. UTILITIES. In addition to Basic Rent and Additional Rent
Sublessee shall pay its proportionate share of utilities for the Subleased
Premises based upon the terms and provisions of Section 4.3 - Utilities of the
Primary Lease.

         4. USE. The Subleased Premises shall be used by Sublessee for office
space and for uses normally incident to that purpose and for no other purpose.

         5. SUBSTITUTION. The Sublessee shall comply with all of the provisions
of the Primary Lease that are to be performed by the Sublessor as tenant
thereunder during the term of this Sublease, except as such provisions as
incorporated herein are expressly modified by the terms and provision of this
Sublease. The provisions of the Primary Lease, to the extent that they do not
conflict with specific provisions contained in this Sublease, are fully
incorporated into this Sublease, and the term "Landlord" in the Lease shall mean
"Sublessor" and the term "Tenant" under the Lease shall mean "Sublessee" for the
purpose of incorporation into this Sublease (specifically including, but not
limited to, any and all provisions in the Lease regarding events of default by
the Tenant and remedies by the Landlord). The Sublessee agrees to be bound to
the Sublessor by all of the terms of the Lease and to assume and perform all of
the covenants, obligations and responsibilities of the Tenant under the Primary
Lease, and to indemnify and hold Sublessor harmless from any claim or liability
under the Lease except for payment of rental by Sublessor to the Landlord as
provided in the Lease. The relationship between the Sublessee and Sublessor
under the Sublease shall be the same as that between the Sublessor and the
Landlord under the Primary Lease.

                                       2

<Page>


         6. INDEMNITY. Notwithstanding any provision of the Primary Lease to the
contrary, neither the Landlord nor the Sublessor shall be liable to Sublessee,
or any of its agents, employees, servants, or invitees, for any damage to person
or property due to the condition, design, or any defect in the Building or its
mechanical system that may exist or subsequently occur. Sublessee, with respect
to itself and its agents, employees, servants, and invitees, expressly assumes
all risks and damage to persons and property, either proximate or remote, by
reason of the present or future condition of the Subleased Premises or the
Building. Sublessee agrees that it will indemnify and hold Sublessor and
Landlord harmless from all suits, claims, and actions of every kind by reasons
of any breach, violation, or nonperformance of any term or condition on the part
of the Sublessee under this Sublease. Additionally, Sublessee agrees to
indemnify and hold Sublessor and Landlord harmless from all claims, actions,
damages, liabilities, and expenses asserted against the Sublessor and/or
Landlord on account of injuries to persons or damage to property to the extent
that any such damage or injury may be caused, either proximately or remotely, by
any act or omission, whether negligent or not, of Sublessee or any of its
agents, servants, employees, contractors, patrons, or invitees or of any other
person entering upon the Subleased Premises under or with the express or implied
invitation of Sublessee, or if any such injury or damage may in any other way
arise from or out of the occupancy or use by Sublessee, its agents, employees,
and invitees of the Subleased Premises. This paragraph is for the benefit of the
Sublessor and Landlord of the Subleased Premises only, and no right of action
shall accrue under this paragraph to any third party by way of subrogation or
otherwise.

         7.       OTHER PERTINENT PROVISIONS.

                  A. SECURITY DEPOSIT. A Security Deposit in the amount of
$18,131.67 shall be delivered to the Sublessor upon the execution of this Lease
by Sublessee and shall be held by Sublessor without liability for interest
(unless required by Law) as security for the performance of Sublessee's
obligations. The Security Deposit is not an advance payment of Rent or a measure
of Sublessee's liability for damages. Sublessor may, from time to time, without
prejudice to any other remedy, use all or a portion of the Security Deposit to
satisfy past due Rent or to cure any uncured default by Sublessee. If Sublessor
uses the Security Deposit, Sublessee shall on demand restore the Security
deposit to its original amount. Sublessor shall return any unapplied portion of
the Security Deposit to Sublessee within 45 days after the later to occur of (1)
the determination of Sublessee's Pro Rata Share of any Tax Excess and Expense
Excess for the first year of the Term; (2) the date Sublessee surrenders
possession of the Premises to Sublessor in accordance with this Lease; or (3)
the Terminate Date. If Sublessor transfers its interest in the Premises,
Sublessor may assign the Security Deposit to the transferee and, following the
assignment, Sublessor shall have no further liability for the return of the
Security Deposit. Sublessor shall not be required to keep the Security Deposit
separate from its other accounts.

                  B. REFURBISHMENT ALLOWANCE. Sublessor agrees to provide a
Refurbishment Allowance to Sublessee as described in Addendum I,
Section 10.1(B) of the Primary Lease. Sublessor shall reimburse Sublessee up to
$59,340.00 within thirty (30) days of receipt of documented proof as outlined
in Section 10.1(B).

                                       3

<Page>


                  C. LEASE BUY-OUT CLAUSE. Provided Sublessee is not in monetary
default to Sublessor beyond any reasonable cure period, Sublessor agrees not to
invoke its Lease Buy-Out Clause as outlined in Addendum I, Section 10.1(A) of
the Primary Lease.

         8.       MISCELLANEOUS.

                  A. No assignment or subletting of the Subleased Premises or
any part thereof shall be made by Sublessee without Sublessor's prior written
consent, which may be withheld for any or no reason.

                  B. This Sublease shall be construed under and in accordance
with the laws of the State of Texas, and all obligations of the parties created
hereunder are performable in Tarrant County, Texas.

                  C. This Sublease shall be binding on and inure to the benefit
of the parties hereto and their respective heirs, executors, administrators,
legal representatives, successors, and assigns except as otherwise provided in
this agreement.

                  D. This Sublease constitutes the sole agreement of the parties
and supersedes any prior understandings or written or oral agreements between
the parties respecting this subject matter. This Sublease may be executed in any
number of multiple counterparts, all of which, when taken together, shall
constitute one and the same agreement.

                  E. The addresses of the parties hereto in connection with any
notice permitted or required in connection herewith and for the payment of rent
by Sublessee to Sublessor are as follows.

                  F. Sublessee hereby represents to Sublessor that Sublessee has
dealt with no broker other than the Richard D. Minker Co. in connection with
this Sublease. Sublessee agrees to indemnify and hold Sublessor harmless from
all claims of any brokers other than the Richard D. Minker Co. claiming to have
represented Sublessee in connection with this Sublease. Sublessor agrees to pay
the Richard D. Minker Co. a real estate commission for this sublease transaction
according to the terms of a separate agreement between Sublessor and the Richard
D. Minker Co.

SUBLESSEE:                                      SUBLESSOR:

DYNCORP TECHNICAL SERVICES, INC.                MERITECH MORTGAGE SERVICES, INC.
6500 West Freeway, Suite 600
Forth Worth, Texas  76116


Except for the foregoing addresses, any notice required or permitted to be
delivered hereunder shall be governed by the notice provisions contained in
Section 9.1 - Notices of the Primary Lease.

EXECUTED effective as of the ______ day of January, 2000.

                                       4

<Page>


SUBLESSOR:                                      SUBLESSEE:

MERITECH MORTGAGE SERVICES, INC.                DYNCORP TECHNICAL SERVICES, INC.



--------------------------------------          --------------------------------
By:                                             By:
Title:                                          Title:


                                       5

<Page>


                               CONSENT TO SUBLEASE


         THIS CONSENT TO SUBLEASE ("Consent Agreement") is made the _____ day of
January, 2000, by and between Meritech Mortgage Services, Inc., a Texas
corporation ("Tenant"), Dyncorp Technical Services, Inc., a
______________________ ("Subtenant"), and CMD Realty Investment Fund __, L.P.,
an Illinois limited partnership ("Landlord").

         A. Landlord and Tenant are the current parties to that certain lease
dated August 15, 1996, for premises currently known as Suite 400 (the
"Premises") in the building (the "Building") known as One Ridgmar Centre located
at 6500 W. Freeway, Fort Worth, Texas 76116 (the "Property"), as such lease may
have been heretofore been amended, extended, subleased or assigned
(collectively, the "Lease").

         B. Tenant and Subtenant desire to enter into a sublease for all or a
portion of the Premises ("Sublease Premises") on the terms and conditions of a
Sublease dated January 2000 ("Sublease"), signed by Tenant and Subtenant, a copy
of which is attached to this Consent Agreement as Exhibit A, and Landlord is
willing to approve the same, all on the terms and conditions hereinafter set
forth.

         NOW, THEREFORE, for good and valuable consideration, the parties hereto
agree as follows:

         1. LANDLORD'S CONSENT. Landlord hereby consents to the subleasing of
the Sublease Premises to Subtenant, subject to and upon the terms and conditions
set forth herein, and subject to execution and delivery of this Consent
Agreement by all parties hereto.

         2.       GENERAL PROVISIONS

                  (a) By execution hereof, Tenant ratifies the Lease, Subtenant
acknowledges that it has received a complete and correct copy of the Lease and
is familiar with the terms, provisions, rules and regulations of the Lease, and
Subtenant agrees not to do or omit to do anything which would cause Tenant to be
in breach of the Lease. Any such act or omission shall also constitute a breach
of this Consent Agreement entitling Landlord to recover any damage, loss, cost,
or expense which it thereby suffers, from Subtenant, whether or not Landlord
proceeds against Tenant. Landlord's consent herein shall not be deemed consent
to any other subleases or transfers under the Lease. No assignment, encumbrance
or other transfer of the Sublease, nor any sub-sublease, shall be made, and any
attempt to do so shall at Landlord's option be null and void. This Consent
Agreement shall not release Tenant from any existing or future duty, obligation
or liability to Landlord pursuant to the Lease, nor shall the Sublease or this
Consent Agreement change, modify or amend the Lease in any manner.

                  (b) The Sublease is subject and subordinate at all times to
this Consent Agreement and to the Lease and all of its terms, covenants and
conditions. Nothing contained herein shall be construed as a consent to,
approval of, or ratification by Landlord of any of the particular provisions of
the Sublease or as a representation or warranty by Landlord in respect


                                      1

<Page>

thereof. Landlord is not passing on the terms, covenants and conditions of the
Sublease and is not assuming any obligations under the Sublease. Without
limiting the generality of the foregoing, and notwithstanding anything to the
contrary contained in the Sublease: (i) nothing in the Sublease shall expand the
liability or obligations of Landlord, whether to Tenant, Subtenant or any other
party, and Landlord hereby withholds consent to anything in the Sublease that
does expand the liability or obligations of Landlord, (ii) Subtenant shall have
no rights to expand or relocate the Sublease Premises beyond the Premises, or
extend or renew the term of the Sublease beyond the term of the Lease,
regardless of whether Tenant may have such rights under the Lease, and Subtenant
shall have no right to exercise Tenant's rights thereunder, and (iii) any
special rights under the Lease which by their terms are personal or
non-assignable (including, but not limited to, any extension, expansion,
relocation, early termination, signage, or that by their terms are personal or
non-assignable), are not being assigned by the Sublease notwithstanding anything
to the contrary contained therein), and to the extent that such rights by their
terms no longer apply after a sublease, then such rights shall be of no further
force or effect. Neither the Lease, nor the Sublease shall be deemed to grant
Subtenant any rights whatsoever against Landlord; provided, Landlord may in its
sole discretion provide services directly to Subtenant under the terms of the
Lease at Subtenant's request, and Subtenant shall be directly liable for
Landlord's charges therefor. Subtenant hereby acknowledges and agrees that its
sole remedy for any alleged or actual breach of its rights in connection with
the Sublease Premises (as defined in the Sublease) shall be solely against
Tenant (except in the case of attornment as described above).

                  (c) Subtenant's indemnity obligations under the Sublease
arising by the incorporation of the Lease terms therein shall extend to Landlord
and its employees, agents and affiliates and other beneficiaries under the
Lease. If the Lease requires the payment of percentage rent, based on a
percentage of gross sales or other revenue in or from the Premises. Subtenant
shall comply with all provisions of the Lease respecting the same, including
without limitation, all requirements concerning the keeping of books, records,
and other items, and reporting of gross sales to Landlord. In such case,
Subtenants sales shall be included in Tenant's gross sales for purposes of
computing Tenant's percentage rent obligations under the Lease. In the event of
any litigation between the parties hereto with respect to the subject matter
hereof, the unsuccessful party agrees to pay to the successful party all costs,
expenses and reasonable attorneys' fees incurred therein by the successful
party, which shall be included as a part of a judgment rendered therein. The
failure or delay of Landlord in seeking to enforce any provisions of the Lease
or the Sublease shall not be deemed a waiver of rights or remedies that Landlord
may have, or a waiver of any subsequent breach of the terms and provisions
therein or herein contained.

         3.       TERMINATION OF LEASE ATTORNMENT, DIRECT PAYMENT TO LANDLORD

                  (a) Any Lease Termination (as hereinafter defined) prior to
the termination of the Sublease, shall at Landlord's option either (a) terminate
the Sublease or (ii) operate as an assignment of the Sublease to Landlord on the
terms described herein. Landlord's option herein may be exercised by written
notice to Subtenant within ninety (90) days after Landlord receives written
notice of such Lease Termination (or at Landlord's option such earlier date
after Landlord otherwise becomes aware of such Lease Termination, or becomes
aware of any circumstances that could result in such Lease Termination if
Landlord desires to send a notice to

                                       2

<Page>

become effective when such Lease Termination occurs). Upon Landlord's exercise
of its right to require an assignment hereunder, Subtenant shall be deemed to
have attorned to Landlord and to have recognized Landlord as Subtenant's
landlord under the Sublease upon the terms and conditions and at the subrent
rate specified in the Sublease, and for the then remaining term of the Sublease,
except that Landlord shall not be bound by any provision of the Sublease which
in any way increases Landlord's duties, obligations or liabilities to Subtenant
beyond those owed to Tenant under the Lease Subtenant agrees to execute and
deliver at any time and from time to time, upon the request of Landlord, any
instruments which may be necessary or appropriate to evidence such attornment.
"Lease Termination" means any event, which by voluntary or involuntary act or by
operation of law, causes the Lease to be terminated, cancelled, rejected in
bankruptcy, insolvency, reorganization or other such proceedings, foreclosed
against, or otherwise come to an end, including but not limited to: (i) a
default by Tenant under the Lease of any of the terms or provisions thereof;
(ii) foreclosure proceedings brought by the holder of any mortgage or trust deed
to which the Lease is subject, or (iii) the termination of tenant's leasehold
estate by dispossession proceedings or otherwise.

                  (b) Notwithstanding the foregoing, under no circumstances
shall Landlord: (i) be liable to Subtenant for any act, omission or breach of
the Sublease by Tenant, (ii) be subject to any offsets or defenses which
Subtenant might have against Tenant, (iii) be liable for any improvements,
allowances, rent abatement periods free or reduced rate parking or other
concessions that Tenant has granted or agreed to give, or bound by any
subrentals which Subtenant might have paid in advance to Tenant or (iv) be bound
to honor any rights of Subtenant in any security deposit made with Tenant except
to the extent Tenant has turned over such security deposit to Landlord. Tenant
hereby agrees that in the event of Lease Termination, Tenant shall immediately
pay or transfer to Landlord any security deposits, subrent or other sums then
held by Tenant. In addition, in the event of attornment hereunder, no partner,
trustee, director, officer, employee, beneficiary, shareholder or agent of
Landlord or its agent shall be personally liable under or in connection with the
Lease or the Sublease, and Subtenant and its successors and assigns shall look
solely to Landlord's interest in the Building for the satisfaction of any claim
or judgment requiring the payment of money by Landlord. The limitation of
liability provided in this paragraph is in addition to, and not in limitation
of, any limitation on liability applicable to Landlord provided by law or any
other agreement or instrument.

                  (c) In addition to Landlord's rights set forth above, Landlord
may elect from time to time, whether or not Tenant has violated the Lease, to
receive directly from Subtenant all sums due or payable to Tenant by Subtenant
pursuant to the Sublease, and upon receipt of Landlord's notice. Subtenant shall
thereafter pay Landlord any sums becoming due or payable under the Sublease, and
Tenant shall receive from Landlord a corresponding credit for such sums received
by Landlord against any and all payments then due or thereafter becoming due
from Tenant. Neither the service of such written notice nor the receipt of such
direct payments shall cause Landlord to assume any of Tenant's duties,
obligations and/or liabilities under the Sublease, nor shall such event impose
such Landlord the duty or obligation to honor the Sublease, nor subsequently to
accept Subtenant's attornment pursuant to the other provisions hereof. Tenant
agrees to hold any and all payments from Subtenant as a trust fund to be applied
first to the satisfaction of all of Tenant's obligations under the Lease and
hereunder, before using any part thereof for any other purpose.

                                       3

<Page>


         4. NOTICES. Any notice given by any party to another party hereto
respecting this Consent Agreement, the Sublease, the Premises, the Sublease
Premises or the Building or any matter relating thereto shall be delivered
personally, by recognized courier, or by certified or registered mail, return
receipt requested, postage prepaid, to such other party at the address given
below or such other address as such other party may from time to time designate
in writing to the other parties in accordance with these provisions. The
addresses set forth below shall supersede any addresses for notices set forth in
the Lease. If no address is given below, then the address for that party shall
be the address set forth in the Lease, or in the absence thereof, shall be the
address of the Premises. Any such notice shall be deemed given two (2) days
after sent or immediately upon personal delivery.

<Table>
<S>              <C>
LANDLORD:         c/o CMD Realty Investors, Inc., Suite _____, ________________, ________________,
                  Attn:  Regional Manager; with copies c/o CMD Realty Investors, Inc., 227 West
                  Monroe Street, Suite 3900, Chicago, Illinois 60606, Attn: General Counsel and Attn:
                  National Leasing Manager.

TENANT:           Meritech Mortgage Services, Inc.
                  4708 Mercantile Drive N.
                  Fort Worth, Texas 76134

SUBTENANT:        DynCorp Technical Services, Inc.
                  6500 W. Freeway
                  Suite 600
                  Fort Worth, Texas 76116
</Table>

         5. REAL ESTATE BROKERS. Tenant and Subtenant jointly and severally
agree to defend, indemnify and hold Landlord harmless from all damages,
judgments, liabilities and expenses (including reasonable attorneys' fees)
arising from any claims or demands of any broker, agent or finder for any
commission or fee alleged to be due in connection with the Sublease or this
Consent Agreement.

         6. MISCELLANEOUS. This Consent Agreement: shall be binding upon and
inure to the benefit of the parties' respective successors and assigns, subject
at all times, to all agreements and restrictions contained in the Lease, and
herein, with respect to subleasing, assignment, or other transfer. The
agreements contained herein constitute the entire understanding between the
parties with respect to the subject matter hereof, and supersede all prior
agreements, written or oral, inconsistent herewith. No provision of the Sublease
or this Consent Agreement may be amended except in writing signed by all parties
hereto or their successors (except that in the case of Lease Termination, no
agreement or signature by Tenant shall be required). In the event of any
inconsistency between the terms of the Sublease and this Consent Agreement, this
Consent Agreement shall govern and control.

         7. REVIEW FEE AND TRANSFER PREMIUMS. In order to help reimburse
Landlord's legal and administrative expenses in reviewing the Sublease, Tenant
shall pay Landlord with Tenant's submission of the Sublease and this Consent
Agreement for Landlord's review the amount of $500.00 or such other amount as
may be required under the Lease (the "Review Fee").

                                       4

<Page>

Landlord's acceptance of such Review Fee shall impose no duty or obligation upon
Landlord to consent to the transaction contemplated herein nor to execute this
Consent Agreement. Tenant shall also promptly pay Landlord any share of
subleasing or transfer premiums or profits, or other items, required under the
Lease in connection with sublease approvals.

         8. NOT BINDING UNTIL FULLY SIGNED AND DELIVERED. Unless and until all
parties hereto have executed and delivered this Consent Agreement, this Consent
Agreement and Landlord's consent herein shall be of no force or effect,
notwithstanding that Landlord and Tenant may have permitted temporary occupancy
by Subtenant or other matters in connection herewith.

         IN WITNESS WHEREOF the following parties have executed this Consent
Agreement as of the date first written above.

                    TENANT:       ___________________________________[SEAL]
                                  a(n) TEXAS CORPORATION


                                  By:_____________________________________
                                  Name:    DENNIS STOWE
                                  Its:     PRESIDENT

                    SUBTENANT:    ___________________________________[SEAL]
                                  a(n)______________________________________


                                  By:______________________________________
                                  Name:____________________________________
                                  Its:_____________________________________
                    LANDLORD:     CMD REALTY INVESTMENT FUND __, L.P [SEAL]
                                  an Illinois limited partnership
                                  By:  CMD/Fund __ GP Investments, L.P.
                                       an Illinois limited partnership,
                                       its general partner
                                  By:  CMD REIM __, Inc., an Illinois
                                       corporation its general partner


                                       By:__________________________________
                                       Name:________________________________
                                       Its:_________________________________



                                       5

<Page>


                                    EXHIBIT A

                            (ATTACH COPY OF SUBLEASE)


<Page>


                              LEASE AMENDMENT # ONE

         Whereas, a Lease ("Lease") has been entered into on the 15th day of
August, 1996, by and between Reliance Insurance Company ("Landlord") and
Meritech Mortgage Services, Inc., ("Tenant") for the leased premises located at
6500 West Freeway, Suite 400, Fort Worth, Texas, in the One Ridgmar Centre
Office Building.

         Now, therefore, for and in consideration of ten and no/100 dollars
($10.00), and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged by all parties hereto, Landlord and Tenant wish
to amend and define certain terms and conditions contained within the Lease,
both parties hereto mutually agree to the following:

         1        The commencement date of the Lease is December 1, 1996.

         2.       The commencement date for the payment of Minimum Guaranteed
                  Rent, as defined, within Article IV, Section 4.1 of the Lease,
                  is December 1, 1996.

         3.       The commencement date for the payment of other additional
                  charges as defined in the Lease including but not limited to
                  Tenant's pro rata share of common area maintenance, property
                  taxes, property insurance, water and trash, is December 1,
                  1996.

         4.       The expiration date of the Lease is November 30, 2006.

         Except as stated herein, all other terms and conditions of the
aforementioned Lease shall remain unchanged and in full force and in effect.

Agreed and Accepted this 15th day of December, 1996

By:      Landlord
         Reliance Development Group, Inc., as agent

             /s/ PETER MITHOEFER
         ---------------------------------------------
         By:  PETER MITHOEFER
              ----------------------------------------
         Its: VICE PRESIDENT
              ----------------------------------------

By:      Tenant

             /s/ DENNIS STOWE
         ---------------------------------------------
         By:  DENNIS STOWE
              ----------------------------------------
         Its: PRESIDENT
              ----------------------------------------


<Page>


                                 ATTACHMENT "A"


         Landlord is in the process of placing tenant's name on the monument
sign located in front of One Ridgmar Centre.

         "Meritech Mortgage Services" will be placed in the second position of
the sign. Cost of the sign work will be covered by tenant's Tenant Improvement
Allowance of which $2,000 has been retained by the Landlord.

         The estimated completion date is September 30, 1997.