<PAGE>


                                FIRST LEASE AMENDMENT
                                         AND
                                      AGREEMENT

    This First Lease Amendment and Agreement (this "Amendment") is made and
entered into to be effective as of February 1, 1996, by and between PRINCIPAL
MUTUAL LIFE INSURANCE COMPANY, an Iowa corporation ("Landlord") and ZALE
DELAWARE, INC., a Delaware corporation ("Tenant"), as tenant.

                                       RECITALS

    A.   Landlord entered into that certain  dated as of September 17, 1992 
(the "Original Lease") with Zale Corporation, as debtor and 
debtor-in-possession, as tenant ("Original Tenant") with respect to the land 
described on Exhibit A attached hereto and made a part hereof and the 
remainder of the "Premises" as defined in the Original Lease (and hereinafter 
so referenced), the street address of which is 901 West Walnut Hill Lane, 
Irving, Texas.

    B.   Original Tenant assigned to Tenant all of Original Tenant's rights,
title and interests in and to the Original Lease, and Tenant accepted such
assignment and expressly assumed and agreed to perform all of the terms,
covenants, conditions, obligations and liabilities required of the Original
Tenant under the Original Lease, all as evidenced by that certain Memorandum of
Assignment of Lease dated as of July 30, 1993, executed between Original Tenant
and Tenant.

    C.   Landlord is the current owner of the Premises and the landlord's
interest under the Original Lease, and Tenant is the current owner of the
leasehold estate and all of the tenant's rights, title, interests, obligations
and liabilities under the Original Lease, free and clear of any mortgages or
encumbrances on said leasehold estate.

    D.   Landlord and Tenant desire to amend the Original Lease as hereinafter
provided.

    NOW, THEREFORE, FOR TEN DOLLARS ($10.00) IN HAND PAID, the mutual covenants
and agreements herein contained, and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
hereby agree as follows:


<PAGE>

                                      AGREEMENT

    1.   RECITALS AND ATTACHMENT I.  The Recitals set forth above are
incorporated herein and made a part hereof by this reference and ATTACHMENT I
and ATTACHMENT II attached hereto are hereby made a part of this Amendment and
of the Original Lease.

    2.   AMENDMENTS.  The Original Lease is hereby amended as follows:


    (a)  The following words are included at the top of the title page and
    again at the top of page 1 of the Lease so as to appear underlined and in
    all upper case letters above the title "Lease":

         "NOTICE:  CERTAIN PROVISIONS OF THIS LEASE ARE SUBJECT TO ARBITRATION
         IN ACCORDANCE WITH THE TERMS HEREOF UNDER THE TEXAS GENERAL
         ARBITRATION ACT, TEXAS CIVIL PRACTICE AND REMEDIES CODE, CHAPTER 171."

    (b)  The first sentence of Section 2 is deleted in its entirety and the
    following is substituted therefor:

         "(a) The term of this Lease (the "Term") shall be 60 months (plus any
         Extension Periods properly effectuated as hereinafter described),
         beginning on September 17, 1992 (the "Commencement Date").  Subject to
         the last sentence of this Section 2(a), there shall be no rights to
         renew or extend the initial Term of 60 months, except as expressly
         provided in subsection 2(b) below."

    (c)  The following shall be added as a new subsection (b) to Section 2:

         "(b) So long as no Event of Default by Tenant exists at the time of
         the Extension Notice (hereinafter defined) or at the time for the
         commencement of the Extension Period (hereinafter defined), Tenant
         shall have the option to extend the initial Term for three (3)
         successive periods (each being hereinafter referred to as an
         "Extension Period"), the first such Extension Period being for a
         period of 126 months (the "First Extension Period"), and the two
         following Extension Periods being each for a period of five (5) years,
         without any gap or lapse in the Term, subject to the following
         conditions.  An Extension Period can be 


                                      -2-

<PAGE>


         effected only by Tenant giving written notice to Landlord of 
         Tenant's election to exercise its option to do so no later than 
         twelve (12) months prior to the then-scheduled expiration date of 
         the then current Term (an "Extension Notice") and, with respect to 
         any Extension Period other than the First Extension Period, by Basic 
         Rental for the subject Extension Period being determined as provided 
         on ATTACHMENT I attached hereto and made a part hereof, or otherwise 
         agreed upon in writing by Tenant and Landlord, all before the first 
         day of the twelve (12) month notice period for the Extension Notice 
         as described above.  Tenant's option to effect an Extension Period 
         shall expire and terminate automatically without the necessity or 
         any further notice or action by any party if an Extension Notice is 
         not timely delivered to Landlord or, with respect to the Extension 
         Periods other than the First Extension Period, the Basic Rental for 
         such Extension Period is not determined as provided on ATTACHMENT I 
         or otherwise agreed upon in writing by Tenant and Landlord before 
         the first day of the twelve (12) month notice period for the 
         Extension Notice as described above.  Any Extension Period properly 
         effectuated as herein provided shall begin immediately after the 
         scheduled expiration date of the Term in effect at the time that 
         Tenant forwards the Extension Notice.  All terms and conditions of 
         this Lease during any Extension Period shall be the same as in 
         effect immediately prior to the commencement of that Extension 
         Period, except that (i) for the First Extension Period, Basic Rental 
         shall be as indicated in Section 3a. of this Lease, and (ii) with 
         respect to any Extension Period other than the First Extension 
         Period, the Basic Rental for such Extension Period shall be 
         determined as described above, expressed as an amount per annum 
         (payable in monthly installments)."

    (d)    Subsection 3(a) is amended by deleting the period at the end thereof
    and substituting the following language therefor:

         ", until the expiration of the 60th month of the Term.  If Tenant
         exercises its option to extend the Term of this Lease for the First
         Extension Period, the following provisions shall apply and Basic
         Rental during the First Extension Period shall be as follows:
         Beginning on the first day of the 61st month of the 


                                      -3-

<PAGE>

         Term and continuing through and including the 120th month of the 
         Term, the Basic Rental shall be $2,906,960.40 per annum and shall be 
         payable in monthly installments of $242,246.70 each.  Beginning on 
         the first day of the 121st month of the Term and continuing through 
         and including the 156th month of the Term, the Basic Rental shall be 
         $3,140,235.00 per annum, and shall be payable in monthly 
         installments of $261,686.25 each. Beginning on the first day of the 
         157th month of the Term and continuing through and including the 
         186th month of the Term, the Basic Rental shall be $3,319,677.00 per 
         annum, and shall be payable in monthly installments of $276,639.75 
         each."














                                      -4-

<PAGE>

    (e)  The lead in paragraph of subsection 3(b) is deleted and the following
    is substituted therefor:

         "b. Additional Rent.  In addition to the Basic Rental, Tenant shall
         pay on behalf of Landlord "Additional Rent" (herein so called) equal
         to the actual Basic Costs (defined below) incurred and directly
         related to the Premises. "Basic Costs" shall mean all expenses and
         disbursements of every and pertaining to the Premises in connection
         with the following items:"

    (f)  Subsection 3(b)(ii) is amended by deleting from the next-to-the-last
    sentence thereof the words "the first four (4) years" and substituting
    therefor the words "all except the last year", and by deleting from the
    last sentence thereof the words "from funds held in escrow for such purpose
    or from other funds".

    (g)  The last paragraph of subsection 3(b), beginning with the words
    "Additional Rent" is deleted in its entirety, and the following is
    substituted therefor:

         "Additional Rent shall be payable directly to the entity requiring
         such payment as such amounts become due and payable."

    (h)  Subsection 3(c) is amended as follows:

         (i)  the third sentence is deleted in its entirety and replaced with
              the following:

                    "Basic Rental is also sometimes referred to in this Lease
                   as "Scheduled Rent"."

         (ii) the fourth sentence is amended by deleting the sixth word
              ("Rent") and replacing same with the words "Scheduled Rent", by
              inserting the word "either" prior to the words "by wire
              transfer", by deleting the words "Trammell Crow Central Office
              Group, Inc." and substituting therefor the words "Trammell Crow
              Dallas/Fort Worth, Inc.", and by adding the words "or by check
              delivered to Trammell Crow Dallas/Fort Worth, Inc., at 2200 Ross
              Avenue, Suite 3700, Dallas, Texas 75201, either method of payment
              being at Tenant's option." after "ABA no. 3001964".


                                      -5-

<PAGE>

      (iii)   the following sentence is added to the end of subsection 3(c) so
              as to constitute the new last sentence thereof:

                   "Tenant shall deliver to Landlord evidence satisfactory to
                   Landlord of payment in full of all Taxes and insurance
                   premiums prior to the date on which any such amounts would
                   become delinquent, and shall, at Landlord's written request,
                   deliver evidence of payment in full of any other portions of
                   the Additional Rent as Landlord may reasonably require."

    (i)  Subsection 6(b) is amended by (1) deleting from the first sentence
    thereof the words "prior to the expiration or termination of this Lease"
    and substituting therefor the words "no later than the Utilities Separation
    Date (as hereinafter defined),", (2) deleting from the second sentence the
    words "no later than the date of termination or expiration of this Lease,"
    and (3) adding the following as the new last two sentences of subsection
    6(b):

              "As used in this Lease, the term "Utilities Separation Date"
              shall mean the earlier to occur of (i) the termination of this
              Lease, (ii) sixty (60) days after Tenant has received written
              notice from Landlord that Landlord has entered into a bona fide
              contract to sell the Land and/or the Building to a third party
              (which contract may contain conditions and/or a "free look"
              period), or (iii) September 30, 1997 (unless Tenant exercises its
              option to extend the Term of this Lease for the First Extension
              Period, in which case such date set forth in this clause (iii)
              shall be March 30, 2007); provided, however, that with respect to
              any executed contract described in clause (ii) above, Landlord
              shall give Tenant written notice of any termination of such
              contract by its terms within two (2) business days of receiving
              notice of such termination, and (A) if Tenant has not commenced
              the separation of utilities described in this subsection 6(b) at
              the time that such notice of termination is received from
              Landlord, Tenant shall not be obligated to commence such
              separation of utilities until such time as Tenant receives notice
              that such contract 


                                      -6-

<PAGE>

              has been reinstated or that a new contract as described in 
              clause (ii) has been executed, at which time the Utilities 
              Separation Date shall be sixty (60) days after such notice; and 
              (B) if Tenant has already commenced the separation of utilities 
              described in this subsection 6(b) at the time that such notice 
              of termination is received from Landlord, such notice from 
              Landlord shall have no effect on the then time Utilities 
              Separation Date, nor relieve Tenant of its obligations to 
              timely complete such separation of utilities by such date, and 
              Tenant shall continue to diligently pursue such work until the 
              separation of utilities contemplated by this subsection 6(b) is 
              completed.  Notwithstanding anything in this Lease to the 
              contrary, it is agreed and understood that upon receipt by 
              Tenant of written notice from Landlord that a bona fide 
              contract has been entered into with a third party as described 
              in clause (ii) above, Tenant will promptly commence all actions 
              necessary to effectuate the separation of utilities as 
              contemplated by this subsection 6(b) and any separate agreement 
              executed with Landlord, and will diligently pursue same, taking 
              all necessary action so as to be able to complete such 
              separation of utilities within sixty (60) days after receiving 
              such notice, until such time, if any, as the Utilities 
              Separation Date is recalculated as described in (A) above 
              pursuant to a notice from Landlord of the, termination of such 
              contract."

    (j)  Subsection 7(b) is amended as follows:

              (i)  after the words "free standing structure" in (i), the
                   following words are added:

                   ", which, for purposes of this Lease, shall be deemed to
                   mean a permanent improvement containing walls and a roof,
                   and which is not attached to the Premises"

             (ii)  the words "or (v) cost in excess of $25,000, or cause all of
                   such alterations and additions over a 90-day period to
                   exceed $50,000 in costs (any alterations or 


                                      -7-

<PAGE>


                   additions meeting the requirements of (i) through (v) 
                   inclusive" are deleted and replaced with the words "(any 
                   alteration or addition meeting the requirements of (i) 
                   through (iv) inclusive";

            (iii)  the words "; provided, however, that the cost limitations
                   set forth in (v) of the preceding sentence shall not apply
                   to Exhibit B items" are deleted;

             (iv)  the third sentence of subsection 7(b) is amended by deleting
                   the words "through (v)" and substituting therefor the words
                   "through (iv)";

              (v)  the fifth sentence of subsection 7(b) is amended by adding
                   the following words after the words "Landlord shall not
                   unreasonably withhold, condition or delay its approval":

                   "(A) with respect to construction or installation of any
                   alterations described above in (iii) or (iv), inclusive, in
                   this subsection 7b, or (B) with respect to the construction
                   or installation of any alterations described above in (i) or
                   (ii), inclusive, in this subsection 7b.,";

             (vi)  the fifth sentence of subsection 7(b) is further amended by
                   adding the following words in clause (c) immediately after
                   the words "mechanical systems and":

                   ", except for two exterior doors which may be installed for
                   Tenant's security purposes to serve Tenant's credit union
                   area at its location as of January, 1996,";

            (vii)  the next to the last sentence of subsection 7(b) is deleted
                   in its entirety.

           (viii)  the following sentence is added to the end of subsection
                   7(b): 

                   "Except with respect to the two exterior doors for the
                   credit union described above, 


                                      -8-

<PAGE>

                   Landlord may condition its consent to alterations for 
                   which its consent is required upon Tenant's agreement and 
                   obligation to remove such alterations at the expiration or 
                   termination of this Lease, including, without limitation, 
                   any consent regarding any structures on the Premises which 
                   are free standing structures or which would otherwise 
                   constitute free standing structures if not for the lack of 
                   one or more walls."

    (k)  Subsection 7(b) is further amended by adding the following to the end
    thereof.

         "Landlord shall reimburse or disburse to Tenant for alterations,
         purchases, work or payments made or performed by Tenant in compliance
         with all of the requirements and conditions set forth in this Section
         7b, which are commenced after February 1, 1996 (as described below,
         the "Reimbursable Tenant Expenditures") in an amount not to exceed
         $4,719,324.60 (the "Tenant Allowance Amounts"), subject to the
         limitations and conditions hereafter provided.  The Reimbursable
         Tenant Expenditures shall be comprised o and only of (1) any tenant
         improvements performed in compliance with the provisions of this
         Section 7b., including, without limitations, purchase and installation
         of telephone and data cabling and any other equipment and materials
         which are to remain in the Building, (2) payment of remodeling tax,
         moving costs, design-related costs paid to third parties, up to
         $358,884 of design-related costs for work performed by Tenant's
         in-house staff or related employees (the "In-house Design Allowance"),
         and furniture and furniture systems pertaining to the Premises, (3)
         any costs associated with a first amendment of this Lease, which are
         Tenant's responsibility (subject to the provisions of Section 6 of
         this Amendment), (4) the value of any use by Tenant of Tenant's
         internal resources to provide any of the services or material
         described in (1) or (2) above, except for the value of the work
         pertaining to the In-house Design Allowance, but including any
         design-related costs performed by Tenant's in-house staff or related
         employees in excess of $358,884, and (5) the Construction Management
         Fee (hereinafter defined).  Landlord shall be obligated to fund to
         Tenant the Tenant Allowance Amounts only as 


                                      -9-

<PAGE>

         reimbursement or payment to Tenant for Reimbursable Tenant 
         Expenditures within twenty (20) days after Tenant's delivery to 
         Landlord of a written request therefor, accompanied by documentation 
         sufficient to satisfy the following conditions precedent to such 
         reimbursement or payment:

    (A)  With respect to any Reimbursable Tenant Expenditures which relate to
    Hard Construction (as hereinafter defined) described in (1) above:

         (i)  prior to commencement, such alterations were the subject of at
         least three (3) competitive bids by qualified contractors, mutually
         acceptable to both Landlord and Tenant (Tenant reserving the right to
         pre-select the general contractor based on fee and general conditions
         negotiations, so long as such general -contractor is acceptable to
         both Tenant and Landlord, Tenant agreeing to request in writing
         Landlord's written approval prior to pre-selecting any general
         contractor, which request by Tenant shad be accompanied by any
         necessary information regarding such general contractor as Landlord
         may reasonably require, and Landlord agreeing not to unreasonably
         withhold or delay its approval after receipt of such written request
         and accompanying documentation from Tenant, with Landlord's approval
         being deemed given if Landlord does not respond to such request within
         fifteen (15) business days after receipt of Tenant's request and
         accompanying documentation);

         (ii)  Tenant or Tenant's representatives prepared the bid instructions,
         conducted the bid opening and clarified and qualified all construction
         bids for the alterations (unless the general contractor is pre-selected
         by Tenant and approved by Landlord as provided above);

         (iii)  such alterations were the subject of a contract properly entered
         into with Tenant on the Approved Contract Form (as used in this Lease,
         "Approved Contract Form" shall mean. the form of AIA Construction
         Contract agreed to in writing between Tenant and Landlord as
         constituting the "Approved Contract Form," and containing no changes
         therefrom which are not beneficial to the "Owner" under the terms
         thereof, or any other form of contract approved in writing by 


                                     -10-

<PAGE>

         Landlord for the specific work in question);

         (iv)  at Landlord's option and cost, the selection of the contractor,
         the preparation of the bid package, Landlord's confirmation that any
         construction contract is on the Approved Contract Form, Landlord's
         approval of the plans and specifications and the performance of the
         construction were all coordinated with and monitored by Landlord or
         its representative;

         (v)  any alterations which affect in any way the structural elements of
         the Building (including, without limitation, the roof, foundation,
         "footprint" of the shell of the existing improvements, the HVAC,
         mechanical, electrical or plumbing systems, structural floors or other
         structural components, or load bearing walls, firewalls or restroom
         walls within the Building) were the subject of (a) Landlord's approval
         (written, or deemed in accordance with the provisions of Section 7(e))
         prior to commencement, including, without limitation, Landlord's prior
         approval of the plans and specifications therefor, and (b) Landlord's
         or Landlord's representative's reasonable supervision throughout the
         progress of the work involved;

         (vi)  Tenant has delivered to Landlord with respect to such alterations
         for which no prior disbursement of Tenant Allowance Amounts has been
         made, a written request therefor (a) specifying by name, current
         address, telephone number and amount owed, all parties to whom Tenant
         has paid or is obligated to pay such Reimbursable Tenant Expenditures,
         and describing in reasonable detail the work done or material
         purchased which constitutes the subject Reimbursable Tenant
         Expenditures; (b) accompanied by copies of all statements, vouchers,
         or invoices from the parties named therein, in form reasonably
         satisfactory to Landlord; (c) accompanied by appropriate recordable
         waivers of lien rights satisfactory to Landlord, executed by all
         contractors, subcontractors, laborers, and materialmen who have
         furnished labor or material in connection with such Reimbursable
         Tenant Expenditures; and (d) certifying that all bills for labor and
         material of every kind and character incurred by Tenant and due and
         payable on or before the date of the application for such disbursement
         have been paid, except bills to be paid from the proceeds of such


                                     -11-

<PAGE>

         request for disbursement or being contested in accordance with the
         provisions of this Lease; provided, however, that this condition (vi)
         shall be deemed unsatisfied with respect to, and Landlord shall not be
         obligated to make any disbursement under this Subsection (A) in
         connection with, any request by Tenant for a disbursement to the
         extent that such disbursement relates to matters which are then the
         subject of an inspection report by Landlord's representative
         indicating that the subject work is unfinished or defective, or
         involves substandard materials, or has not been completed in a good
         and workmanlike manner in accordance with all applicable plans and
         specifications therefor and in accordance with all applicable private
         or deed restrictions, and all applicable federal, state and local
         laws, codes, ordinances, regulations and statutes, or requires
         corrective action.

         Notwithstanding anything in this Subsection (A) to the contrary, it is
         agreed that (1) any Reimbursable Tenant Expenditures described in this
         Subsection (A) relating to labor or materials which (1) cost, in the
         aggregate for the job, less than $50,000, and (II) do not constitute a
         portion of a larger amount of work of similar nature being done
         contemporaneously or work which would ordinarily be included under a
         contract of greater scope, but are segregated so as to be below the
         $50,000 limit, shall be subject to satisfying only the conditions of
         clauses (v) (to the extent applicable) and (vi) above to entitle
         Tenant to disbursements therefor as herein provided (the work
         described in this clause (1) being hereinafter referred to as the
         "Small Expenditure Items"), and (2) to the extent that any
         Reimbursable Tenant Expenditures described in this Subsection (A)
         pertain to work which, by its nature and customary practice in the
         construction industry, is never or rarely the subject of plans
         (including, without limitation, those items described on Attachment II
         attached hereto and made a part hereof), Tenant shall not be obligated
         to provide plans therefor as one of the conditions which must be
         satisfied to entitle Tenant to disbursements for such Reimbursable
         Tenant Expenditures (the work described in this clause (2) and on
         Attachment II being hereinafter referred to as the "No Plan Required
         items").


                                     -12-

<PAGE>

    (B)  With respect to any Reimbursable Tenant Expenditures consisting of
    matters other than those described above in (1) and (4) and those
    pertaining to the In-house Design Allowance, Tenant has delivered to
    Landlord evidence reasonably satisfactory to Landlord of the cost of such
    of items or matters.

    (C)  With respect to any Reimbursable Tenant Expenditures consisting of the
    matters described above in (4) and those pertaining to the In-house Design
    Allowance, Tenant has delivered to Landlord evidence reasonably
    satisfactory to Landlord as to the value of such services or resources at
    current market value and that such services or resources are directly
    related to Tenant's occupancy and use of the Premises.

    As used in this Section 7, "Hard Construction" shall mean any construction,
    improvements, demolition or alterations, including, without limitation, the
    installation of voice and data cabling, full height, moveable partitions
    ("highwall"), tenant improvements and installation of tenant fixtures,
    performed pursuant to this Section 7(b), commenced prior to October 1,
    1999, but shall not include nonattached fixtures or equipment of Tenant
    such as computers, telephones or telephone switches or furniture or
    appliances which are not fixtures, artwork or graphics, or design,
    consulting or moving services.  Tenant shall pay Landlord's representatives
    (as designated by Landlord) a construction management fee equal to 2.5% of
    all costs for materials and labor required for all Hard Construction, up to
    but not exceeding the total of all Tenant Allowance Amounts pertaining to
    Hard Construction (the "Construction Management Fee").  To the extent that
    Tenant is entitled to receive same as a portion of the Tenant Allowance
    Amounts, the Construction Management Fee shall be paid to Landlord's
    representative on behalf of Tenant directly by Landlord upon receipt by
    Landlord from Landlord's representative of an inspection report regarding
    the work to which such portion of the Construction Management Fee pertains
    and any other matters reasonably required by Landlord.

    Notwithstanding anything in this Section 7 to the contrary, a) Tenant shall
    not be entitled to any Tenant Allowance Amounts for, and Landlord shall not
    be obligated to make any payment to Tenant with respect to, any of the
    types expenditures by Tenant described in (3) or (4) above or with respect
    to expenditures for furniture or furniture systems 


                                     -13-

<PAGE>

    (collectively, the "Limited Tenant Categories"), to the extent that any 
    such disbursement or payment by Landlord would cause the total amount 
    paid or disbursed by Landlord for any or all of such types of 
    expenditures to exceed, in the aggregate, $1,130,484.60, (b) other than 
    with respect to the Small Expenditure Items not of the  described in 
    subsection 7(b)A(v), all plans (except with respect to the No Plan 
    Required Items) and specifications and all construction contracts 
    pertaining to any Reimbursable Tenant Expenditures must be previously 
    approved in writing by Landlord (or deemed approved as hereinbefore 
    provided) prior to any related construction, and (c) Tenant shall not 
    request and Landlord shall have no obligation to fund (i) more than one 
    (1) disbursement of Reimbursable Tenant Expenditures in any thirty (30) 
    day period, or (ii) any request for disbursement of any Reimbursable 
    Tenant Expenditures which is, in the aggregate, for less than $5,000.00.

    If Tenant exercises its option to extend the Term of this Lease for the
    First Extension Period, the following provisions shall apply: To the extent
    that any portion of the Tenant Allowance Amounts pertaining to the Limited
    Tenant Categories have not and will not be requested by Tenant to be funded
    by Landlord on or prior to October 1, 1999, Tenant may, at Tenant's option,
    so advise Landlord in writing no later than September 1, 1999, requesting
    that such remaining Tenant Allowance Amounts pertaining to the Limited
    Tenant Categories which could otherwise be funded to Tenant be divided
    among and allocated equally toward payment of the remaining Basic Rental
    payments for the remaining months of the First Extension Period, and
    Landlord shall give Tenant credit in such amounts against such remaining
    monthly Basic Rental payments; provided, however, that (a) if no such
    notice is timely given to Landlord, Tenant shall have no right to any
    credit against future monthly installment payments of Basic Rental, and (b)
    in no event shall any such credited amounts exceed, in the aggregate,
    $1,130,484.60, less all amounts previously disbursed to Tenant as
    reimbursements or payments for items of Limited Tenant Categories."

    (l)  The first sentence of Section 7(d) is amended by deleting the first
    word ("All") and substituting therefor the following:

         "Subject to the provisions of this Lease regarding Hard 


                                     -14-

<PAGE>

         Construction which is the subject of Reimbursable Tenant Expenditures,
         all"

    (m)  Section 7(f) is hereby deleted in its entirety.

    (n)  Section 8 is amended by deleting the last portion of the first
    sentence beginning with the words "provided, however" through the end of
    said sentence, and by inserting such deleted language immediately after the
    word "Premises" and prior to the words "(c) within sixty (60) days" in said
    first sentence of Section 8.

    (o)  Section 9(a) is amended as follows:

         i)   in the fifth sentence after the words "Except to Permitted
              Transferees" the words "and except as expressly provided in
              clause or (A) in the last sentence of this Section 9a.," are
              added; and

         ii)  the last sentence is amended by adding, after the words
              "Notwithstanding anything in this Section 9 to the contrary," the
              words (A) so long as no Event of Default exists under this Lease
              at the time of the giving of the notice hereinafter described in
              this sentence, Tenant shall have the right, from time to time, to
              assign or sublet any portion of the Building, up to but not
              exceeding 30% of the rentable space thereof after delivering to
              Landlord fifteen (15) days' prior written notice of Tenant's
              intention to do so, accompanied by (1) a copy of all
              documentation to be executed in connection with such assignment
              or subletting, (2) such information about the prospective
              assignee's or sublessee's business activities and intended use as
              Landlord shall reasonably require, (3) an accurate description of
              the space which will be affected, and (4) Tenant's written
              reconfirmation of Tenant's continued liability and obligations
              under this Lease, notwithstanding and unaffected in any way by
              such assignment or subletting (any such assignment or subletting
              described in this clause (A) not requiring Landlord's consent,
              but still constituting a "Transfer" as such term is used in this
              Lease), and (B)".

    (p)  Section 9(b) is amended as follows:


                                     -15-

<PAGE>

         i)   the following words are added immediately after the title of
         Section 9(b) and immediately prior to the word "Tenant" in the first
         line of said Section 9(b):

         "Subject to the last sentence of this Section 9(b),"; and

         ii)  the following sentence is added to the end of Section 9(b):

              "Notwithstanding anything in this Section 9b. to the contrary, so
              long as no Event of Default exists under this Lease, in the event
              that Tenant requests in writing Landlord's approval of an
              assignment or subletting of a portion of the Building,
              accompanied by the items described in (1), (2), (3) and (4) of
              Section 9a. above, and Landlord, acting in its sole and absolute
              discretion and without any limitation on Landlord's right to deny
              such approval, delivers to Tenant its written approval of such
              proposed sublease or assignment, Tenant may retain twenty-five
              percent (25%) of the excess compensation described above in this
              Section 9b. and shall be required to pay to Landlord only
              seventy-five percent (75%) of such excess compensation for such
              Transfer."

    (q)  Section 10(a) is amended by adding the following sentence as the new
    last sentence thereof.

         "Notwithstanding the above, at such time as Principal Mutual Life
         Insurance Company or any party related to or affiliated with Principal
         Mutual Life insurance Company is no longer the "Landlord" under this
         Lease, and Tenant is able to obtain the insurance coverage described
         above for less than the then current Landlord under this Lease could
         obtain such insurance, Tenant shall have the right to obtain its own
         coverage of the Premises, so long as such coverage is as described
         above."

    (r)  Section 10(c) is amended by deleting same and substituting therefor
    the following:

         "INDEMNITY"  Subject to Section 10.b, Tenant shall defend, indemnify,
         and hold harmless Landlord, 


                                     -16-

<PAGE>

         Landlord's mortgagee, and their agents from and against all claims, 
         demands, liabilities, causes of action, suits, judgments, and 
         expenses (including reasonable attorneys' fees and expenses) for any 
         loss arising from any occurrence on the Premises or from Tenant's 
         failure to perform its obligations under this Lease (including, 
         without limitation, the obligations under Section 6 and Section 24 
         of this Lease), but not if caused by the negligence or fault of 
         Landlord or its agents.  Notwithstanding the above, Tenant does not 
         indemnify any party with respect to any loss arising from the 
         willful act or sole or gross negligence of Landlord, Landlord's 
         mortgagee, or their agents, and Landlord hereby indemnifies Tenant 
         with respect to any such loss.  This indemnity provision shall 
         survive termination or expiration of this Lease."

    (s)  Section 11(a) is deleted in its entirety and the following substituted
         therefor:

         "a. SUBORDINATION.  Subject to Landlord obtaining a non-disturbance
         and attornment agreement as described below, Tenant shall subordinate
         this Lease to any future deed of trust, mortgage or other security
         instrument, or any ground lease, master lease or primary lease, that
         hereafter covers all or any part of the Premises and runs in favor of
         the party granting such nondisturbance (the mortgagee under any such
         mortgage, the lessor under any such lease or any other beneficiary
         under any of such other instruments is hereinafter referred to as a
         "Landlord's Mortgagee".)  Tenant shall not be obligated to subordinate
         this Lease unless and until a non-disturbance and attornment agreement
         containing the following provisions is entered into with Tenant
         (Tenant agreeing that Tenant shall not object to the inclusion of any
         of the provisions described in (iv) or (v) below):

              i)   assurance that Tenant's tenancy and its enjoyment of rights
                   under this Lease shall not be disturbed by any exercise of
                   rights under or in connection with such superior instrument
                   to which this Lease is being subordinated;

              ii)  assurance that Tenant's tenancy may be terminated only in
                   accordance with the 


                                     -17-

<PAGE>

                   default provisions of this Lease;

              iii) provisions that any successor to Landlord's interest in this
                   Lease, upon foreclosure or otherwise, shall assume all of
                   the Landlord's obligations under this Lease arising after
                   such party obtains an interest in this Lease;

              iv)  provisions whereby Tenant agrees to attorn to such successor
                   of Landlord's interest; and

              v)   provisions whereby Tenant agrees to provide Landlord's
                   Mortgagee with commercially reasonable notice and
                   opportunity to cure periods for any default by Landlord
                   under this Lease (A reasonable opportunity to cure shall not
                   extend beyond thirty (30) days unless (A) Landlord's default
                   cannot be cured within said thirty (30) day period, and (B)
                   Landlord's mortgagee has proceeded promptly to cure and has
                   pursued such cure with diligence and continuity, in which
                   event the cure period shall not exceed one hundred twenty
                   (120) days.)"

    (t)  Section 16(a) is deleted in its entirety and the following substituted
         therefor.

         "a. Tenant's failure to pay any Basic Rental or Additional Rent within
         ten (10) days after Landlord has delivered notice to Tenant that the
         same is due; provided, however, that (i) an Event of Default shall
         occur hereunder without any obligation of Landlord to give any notice
         to Tenant if Landlord has previously given Tenant written notice under
         this Section 16.a on two (2) occasions in any consecutive twelve (12)
         month period, or on eight (8) occasions during the Term, and (ii) no
         grace or notice periods in this Section 16a. shall apply to the
         accrual of any charge for payment received after its due date;"

    (u)  Section 16(b) is amended by deleting the words "within such 30-day
    period and thereafter diligently pursue such cure without interruption" and
    substituting therefor the words "promptly after receipt of written notice
    and diligently pursues such cure, without interruption, to completion,".


                                     -18-

<PAGE>

    (v)  Section 17(a) is amended by adding after the words "as reasonably
    determined by Landlord" in clause (B) thereof, the words "or, if then the
    subject of judicial proceedings, by the court,".

    (w)  Section 17(b) is amended by deleting the words "Section 18.a" and
    substituting therefor the words "Section 19.a"

    (x)  Section 17 is further amended by adding the following to the end of
    the paragraph therein beginning with the word "Additionally" (immediately
    after the words "thirty (30) days"):

         "The above-described rights of lock out in favor of Landlord shall be
         in lieu of lock out rights specified in subsection 93.002(c)(3) of the
         Texas Property Code, Landlord hereby waiving any additional lock out
         rights as provided in said subsection 93.002(c)(3) of the Texas
         Property Code."

    (y)  Section 18 is amended by inserting "a.  LANDLORD'S DEFAULT."
    immediately prior to the first word thereof deleting the word "lease" and
    replacing it with the word "Lease" in the first line thereof, and adding
    the words ", subject to the provisions of Section 18b. below," to the end
    of the fourth sentence thereof
    
    (z)  Section 18 is further amended by adding thereto the following as a new
    subsection 18b.:

         "b.  TENANT'S REMEDIES.  If a "default" by Landlord exists as
              described above in Section 18a., including with respect to the
              funding of Tenant Allowance Amounts as required by this Lease
              (with all notice and grace periods described therein having
              expired and no cure having been made), Tenant shall have the
              right, after the expiration of such periods and during the
              continuance of any such uncured default by Landlord, to the
              following remedy as hereinafter provided:

              (i)  At any time after the expiration of an additional five (5)
              days of notice by Tenant to Landlord of Tenant's intention to do
              so, Tenant may, in place of Landlord, perform the obligations
              which Landlord failed to perform and which caused the then
              existing default by Landlord as described 


                                     -19-

<PAGE>


              in Section 18a. and, upon furnishing proof reasonably 
              satisfactory to Landlord of amounts reasonably and necessarily 
              expended for such purposes by Tenant, Landlord shall within 
              forty-five (45) days after such proof is furnished to Landlord, 
              reimburse Tenant for such expenses.  If Landlord shall fail to 
              reimburse Tenant for such expenses within such 45-day period, 
              any dispute or disagreement between Landlord and Tenant with 
              respect to the occurrence or continuance of such default by 
              Landlord or Tenant's exercise of rights under this Section 18b. 
              including, without limitation, Tenant's right to reimbursement 
              for expenditures as above described shall be settled by 
              arbitration in accordance with the "Expedited Procedures" and 
              other procedures of the Commercial Arbitration Rules of the 
              American Arbitration Association (the "AAA").  Any judgment or 
              award entered as a result of such arbitration may be entered in 
              any court having jurisdiction thereof. Either Tenant or 
              Landlord may, immediately after the end of the above-described 
              45-day period, institute the arbitration procedure in 
              accordance with the requirements of the AAA, and the "Expedited 
              Procedures" of the AAA shall be applied to such arbitration 
              process.  Submission of three (3) copies of this Lease by 
              Landlord or Tenant at any regional office of the AAA shall 
              constitute three (3) copies of the "arbitration provisions of 
              the contract" as required by Commercial Arbitration Rules.  A 
              neutral arbitrator shall be appointed by the AAA in accordance 
              with the Expedited Procedures of the Commercial Arbitration 
              Rules of the AAA, whether or not the amount in controversy is 
              less than or exceeds $50,000.00, exclusive of interest and 
              arbitration costs.  Once the arbitration process is commenced 
              by Landlord or Tenant, the parties shall have no other rights 
              or remedies at law or in equity with respect to the obligations 
              which are to be the subject of the arbitration, and the 
              decision and/or award which is the result of the arbitration 
              process herein described shall be dispositive as to all rights, 
              remedies and controversies with respect to such obligations.  
              Satisfaction of any award shall constitute the sole and 
              exclusive remedy with respect to the subject matter of the 
              arbitration, 


                                     -20-

<PAGE>

              all subject to the provisions of subsection (ii) below.  The 
              decision and/or award by the arbitrator shall be final and 
              binding upon both Landlord and Tenant.  The cost and expenses 
              of each arbitration proceeding shall be borne by or between the 
              parties as determined by the arbitrator.  This agreement to 
              arbitrate shall be specifically enforceable.

              (ii) At all times prior to the end of the ten (10), day period
              described below, Tenant shall continue to perform all of its
              obligations under this Lease as provided in this Lease,
              including, without limitation, those with respect to the payment
              of Rent.  In the event that the arbitration results in a decision
              in favor of Tenant requiring Landlord to reimburse Tenant for
              expenditures by Tenant, Landlord shall comply with the
              requirements of such arbitration decision within ten (10) days of
              the time to do so as specified in the decision.  If Landlord
              fails to comply within such ten (10) day period with any
              arbitration decision in favor of Tenant, Tenant shall have the
              right immediately after such ten-day period to offset any such
              arbitration award against the next payment of Basic Rental
              becoming due and, if such award is greater than the payment of
              Basic Rental next becoming due, against each successive payment
              of Basic Rental becoming due, until the total of all amounts so
              offset against Basic Rental equals the amount of the arbitration
              award."

    (aa) Section 20 is amended by adding the following words to the next to the
    last sentence thereof.

         "upon the earlier to occur of (i) the expiration of thirty (30) days
         after Landlord's written notice to Tenant to remove same, and (ii)
         Landlord's receipt of written notice from Tenant that such items have
         been abandoned to Landlord."

    (ab) Section 24 is amended by deleting the phrase "(including, without
    limitation, those arising from Landlord's joint comparative or concurrent
    negligence with any party" and substituting therefor the words "(INCLUDING,
    WITHOUT LIMITATION, THOSE ARISING FROM LANDLORDS JOINT, 


                                     -21-

<PAGE>

    COMPARATIVE OR CONCURRENT NEGLIGENCE WITH ANY PARTY."

    (ac) The following sections are added:

         "27.  PARKING.  Tenant shall be entitled to the exclusive use of all
         parking spaces in the parking garage constituting a portion of the
         Premises, free of charge, and shall determine if any spaces shall be
         designated and marked as reserved spaces.

         28.  ROOF RIGHTS AND CONNECTIVITY.  Tenant shall have the exclusive
         use of the roof of the Building for installation of telecommunications
         equipment, such as satellite dish antennae.  Tenant may use existing
         conduits, shafts and ducts located in the Building and may install
         conduit and additional Building entrance links, as necessary to
         connect Tenant's telecommunications equipment inside the Building to
         other tenants of the Building and to telecommunications facilities
         outside the Building, all subject to Landlord's reasonable written
         approval of the method of installation thereof."

    (ad) The addresses for Landlord as shown beside Landlord's execution are
    deleted and replaced with the following:

              "Trammell Crow Dallas/Fort Worth, Inc.
              2200 Ross Avenue, Suite 3700
              Dallas, Texas 75201
              Attention:  Tony Click

              With a copy to:

              Principal Mutual Life Insurance Company
              711 High Street
              Des Moines, Iowa 50392-0300
              Attention: Dan Thornton"

    3.   REPRESENTATIONS BY LANDLORD.  Landlord hereby represents to Tenant as
follows:

    (a)  Landlord is the current owner of the Premises, subject to various
    easements and other title exceptions; provided, however, that such title
    exceptions do not include any mortgages, deeds of trust or other security
    instruments pursuant to which Landlord has encumbered the Premises.


                                     -22-

<PAGE>

    (b)  Landlord has the power and authority to execute and deliver this
    Amendment and to perform its obligations hereunder, and Landlord has taken
    all necessary action to authorize the execution and delivery of this
    Amendment.  This Amendment has been duly authorized, executed and delivered
    by Landlord and does not conflict with, contravene or constitute a default
    under or breach of any (i) agreements, contracts or documents to which
    Landlord is a party or by which Landlord is bound, or (ii) law, statute,
    rule, ordinance, regulation or public or private restriction governing or
    pertaining to Landlord.  The execution and delivery of this Amendment by
    Landlord requires no consent, approval, joinder or action by any other
    party or entity (governmental, judicial or private) or by any other
    officer, director, or committee or board of Landlord, which has not been
    previously and properly obtained.

    4.   REPRESENTATIONS BY TENANT.  Tenant hereby represents to Landlord as
follows:

    (a)  Neither Tenant nor, to the best of Tenant's knowledge, any portion of
    the Premises, is in default with respect to any of the restrictions,
    covenants, conditions or requirements of The Las Colinas Association or any
    of the restrictions, covenants, conditions or requirements contained in the
    Las Colinas Declaration recorded in Volume 73166, Page 1001, ET SEQ., that
    certain Correction of Declaration dated August 8, 1977, recorded in Volume
    77154, Page 1096, ET SEQ., that certain Second Correction to Declaration
    dated June 19, 1979, recorded in Volume 79122, Page 0749, ET SEQ., that
    certain Third Correction to Declaration dated March 1, 1982 recorded in
    Volume 82071, Page 3244, ET SEQ., or the Supplementary Declaration No. 23
    dated November 13, 1980, recorded in Volume 80245, Page 2756, ET SEQ., all
    of such references being to the Real Property Records of Dallas County,
    Texas.  There are no delinquent monetary obligations, assessments or other
    fees or amounts owed to the Association which have not been paid.

    (b)  Tenant has the power and authority to execute and deliver this
    Amendment and to perform its obligations hereunder, and Tenant has taken
    all necessary action to authorize the execution and delivery of this
    Amendment.  This Amendment has been duly authorized, executed and delivered
    by Tenant and does not conflict with, contravene or constitute a default
    under or breach of any (i) agreements, contracts or documents to which
    Tenant is a


                                     -23-

<PAGE>

    party or by which Tenant is bound, (ii) law, statute, rule, ordinance, 
    regulation or public or private restriction governing or pertaining to 
    Tenant, or (iii) any litigation or legal or administrative proceedings 
    affecting Tenant, and is not adversely affected by any litigation or 
    legal or administrative proceedings affecting Tenant.  The execution and 
    delivery of this Amendment by Tenant requires no consent, approval, 
    joinder or action by any other party or entity (governmental, judicial or 
    private) or by any other officer, director, committee or board of Tenant, 
    which has not been previously and properly obtained.

    (c)  Tenant is not currently the subject of or involved in, any insolvency
    proceeding or bankruptcy case.

    5.   ADA COMPLIANCE.  As of the date of this Amendment, Landlord assumes
the responsibility to evaluate the lobby areas, building access and egress, and
related sidewalks, driveways, ramps and curbs, and parking areas, escalators and
elevators of the Building for compliance with the Americans With Disabilities
Act of 1990 ("ADA") and to bring any of such areas which are not in compliance
with the requirements of the ADA into compliance as provided below.  Any work or
alterations required by this Section will be performed by Landlord at Landlord's
sole cost and expense, in phases and at such times and in such manner as may be
reasonably determined by Landlord to be necessary so as to comply with
applicable laws.  Notwithstanding anything in this Section to the contrary, (a)
Landlord's obligations hereunder are limited to Landlord's interest in and to
the Premises, (b) Tenant shall be responsible for the compliance with ADA of all
areas of the Premises except for the lobby areas, building access and egress,
and related sidewalks, driveways, ramps and curbs, and parking areas, escalators
and elevators of the Building, and (c) any liability concerning or necessity for
any additional alterations to any portion of the Premises under, the ADA or any
of the rules, regulations or guidelines promulgated thereunder, caused or
created by any alterations or additions to the Premises performed under Section
7b. of the Lease shall be the responsibility of Tenant and any additional
alterations so necessitated shall be the responsibility of and shall be
performed by Tenant, and Tenant agrees to be responsible for all of the costs
and liabilities with respect thereto, arising under the ADA or the rules,
regulations or guidelines promulgated thereunder.

    6.   BROKER'S FEE.  Landlord and Tenant represent to each other that the
only brokers, finders or similar parties involved 


                                     -24-

<PAGE>

with respect to the execution of this Amendment are The Staubach Company, 
representing Tenant, and Trammell Crow Dallas/Fort Worth, Inc., representing 
Landlord, and Landlord and Tenant hereby indemnify and hold harmless each 
other with respect to any fees or commissions claimed by any other brokers, 
finders or similar parties.  Landlord shall be responsible for paying to The 
Staubach Company within thirty (30) days after the execution of this 
Amendment, a fee for all services rendered in connection with the execution 
of this Amendment, as specified in and as required by the terms of a separate 
agreement pertaining thereto executed between Landlord and The Staubach 
Company.  In the event that Landlord fails to pay such brokerage commission 
to The Staubach Company within said thirty (30) day period in accordance with 
the terms of such separate agreement, Tenant shall have the right to pay such 
amount to The Staubach Company as payment in full, and, upon Landlord's 
receipt from The Staubach Company of written acknowledgment of such payment 
in full by Tenant, to receive a credit for such amount paid against the 
installment of Basic Rental next becoming due.  Except for the fee to be paid 
to The Staubach Company as specified in and as required by the terms of the 
separate agreement pertaining thereto between Landlord and The Staubach 
Company described in this Section 6, no other amounts shall be owed to The 
Staubach Company by Landlord or payable out of any of the Tenant Allowance 
Amounts in Connection with the execution of this Amendment and/or the other 
documents executed contemporaneously herewith.

    7.   AGREEMENT REGARDING UTILITIES.  Tenant hereby reaffirms its 
obligations under that certain Agreement Regarding Utilities dated as of 
September 17, 1992, originally executed between Landlord, Original Tenant, 
and the Trustees of the Zale Employees Child Care Association Plan and Trust, 
as amended by that certain First Amendment to Agreement Regarding Utilities 
dated as of even date herewith executed between Landlord, Tenant, as 
successor-in-interest of Original Tenant, and the Trustees of the Zale 
Employees Child Care Association Plan and Trust (collectively, the "UTILITY 
SEPARATION AGREEMENT"), and agrees and confirms that Tenant is responsible 
for all obligations, duties and liabilities of Original Tenant thereunder as 
if Tenant had been the original signatory to the Utility Separation Agreement 
instead of Original Tenant.

    8.   MISCELLANEOUS.

    (a)  The terms and conditions hereof may not be modified, amended, altered
    or otherwise affected except by instrument in writing executed by Landlord
    and Tenant.


                                    -25-
<PAGE>

    (b)  Except as extended and expressly modified hereby, the terms and
    conditions of the Original Lease are and will remain in full force and
    effect as originally written.

    (c)  This Amendment may be executed in several counterparts, and all so
    executed will constitute one and the same instrument, binding on the
    parties hereto, notwithstanding that the parties are not signatories to the
    same counterpart.

    (d)  This Amendment shall be binding upon the parties hereto, their
    successors and assigns, and shall inure to the benefit of the parties'
    respective legal representatives, successors and assigns.

    (e)  If any provision of this Amendment is held to be illegal or
    unenforceable, such fact shall not affect any other provision of this
    Amendment, and this Amendment shall be construed as if such provision had
    never been contained herein.

    (f)  The captions, headings and arrangements used in this Amendment are for
    convenience only and do not in any way affect, limit, amplify or otherwise
    modify the terms and provisions hereof.

    (g)  THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN
    ACCORDANCE THE LAWS OF THE STATE OF TEXAS AND THE LAWS OF THE UNITED STATES
    APPLICABLE TO THE TRANSACTIONS IN TEXAS.

    (h)  This Amendment, the Original Lease and the Utilities Separation
    Agreement, as amended by that certain First Amendment to Agreement
    Regarding Utilities dated as of even date herewith, executed by Landlord,
    Tenant and Trustees of the Zale Employees Child Care Association Plan and
    Trust, contain the entire agreement between the parties hereto with respect
    to the matters set forth herein.  No variations, modifications or changes
    hereof shall be binding upon any party unless set forth in a document duly
    executed by the parties hereto.  Except as expressly provided in this
    Amendment, this Amendment completely supersedes and replaces all prior
    written and oral communications between Landlord and Tenant and their
    respective agents and representatives, all such communications being
    entirely merged into this Amendment and extinguished for all purposes upon
    the execution hereof and being of no further force or effect 


                                    -26-
<PAGE>

whatsoever.

    (i)  Contemporaneously with the execution of this Amendment, Landlord and
    Tenant will execute and deliver that certain Memorandum of First Amendment
    to Lease, dated as of February 2, 1996, to be recorded in the Real Property
    Records of Dallas County, Texas, for the purpose of putting all parties on
    notice of the existence of this Amendment.


    EXECUTED TO BE EFFECTIVE AS OF THE DATE ABOVE FIRST WRITTEN.


TENANT:                      ZALE DELAWARE, INC.
                             a Delaware corporation


                             By: /S/ROBERT J. DINICOLA        
                                 -----------------------------
                             Name: ROBERT J. DINICOLA        
                                   ---------------------------
                             Title: CHAIRMAN AND CEO          
                                    --------------------------


                                    -27-
<PAGE>


LANDLORD:                    PRINCIPAL MUTUAL LIFE INSURANCE COMPANY,
                             an Iowa corporation

                             By: /S/ STEVEN GRAVES            
                                 -----------------------------
                             Name: STEVEN GRAVES              
                                   ---------------------------
                             Title: 2ND VICE PRESIDENT         
                                    --------------------------
                             COMMERCIAL REAL ESTATE LOANS    
                             ---------------------------------

                             By: /S/MARTY CHOPP                
                                 -----------------------------
                             Name: MARTY CHOPP                
                                   ---------------------------
                             Title: ASSISTANT DIRECTOR       
                                    --------------------------
                             COMMERCIAL REAL ESTATE           
                             ---------------------------------


                                    -28-
<PAGE>

                                     ATTACHMENT I

                      Calculation of Basic Rental for Extension
                    Periods other than the First Extension Period

    The Basic Rental to be paid by Tenant per annum for each Extension Period 
other than the First Extension Period shall be the "Fair Market Rental Rate" 
as hereinafter defined, and determined in accordance with the provisions of 
this Attachment I.

    The "FAIR MARKET RENTAL RATE" shall mean the market rental rate per annum 
for the 5 year extension term for which such determination is being made, for 
office space in comparable buildings of comparable age, quality, and 
condition, and for space of comparable quality, size, utility, and location 
(in the Greater Dallas/Fort Worth metropolitan area), taking into account all 
relevant factors applicable to lease transactions in the market, including, 
without limitation, parking rates which will be in effect, allowances, the 
value of improvements in the premises, special use tenant improvements which 
would not be removed at expiration, the basis for payment of taxes, operating 
expenses and electricity, the length of term, the creditworthiness of Tenant, 
the value attributable to rights of first offer or lack thereof, and all 
other factors affecting rent in the market for new lease and lease renewal 
transactions, all adjusted so as to reflect such items as of the beginning of 
the period of time covered by the subject 5 year extension.

    Landlord shall deliver to Tenant notice of the Fair Market Rental Rate 
(the "FMR Notice") for the subject Extension Period on or before 18 months 
before the expiration of the then current Term.  If Landlord shall fail to 
deliver to Tenant the FMR Notice 16 months before the expiration of the then 
current Term, Tenant shall then also have the right to prepare and deliver 
the FMR Notice (the party first delivering the FMR Notice being hereinafter 
referred to as the "Notifying Party" and the party receiving such FMR Notice 
being hereinafter referred to as the "Notice Recipient"). The FMR Notice 
shall specify the Notifying Party's assessment of the Fair Market Rental Rate 
for the Premises for the subject Extension Period.  The Notifying Party shall 
also specify in the FMR Notice the extent to which, if at all, allowances, 
concessions or other tenant inducements for the subject Extension Period for 
the Premises are included; however, Landlord shall not be required to give 
any such allowances, concessions or other tenant inducements, but the 
calculation of Fair Market Rental Rate for the Premises shall be 
appropriately 


                                    -29-
<PAGE>

reduced by the value of such tenant inducements to the extent that they are 
not included in the FMR Notice, if such tenant inducements would be 
customarily granted to a comparable tenant for comparable space (as described 
above) during the subject Extension Period.

    If the Notice Recipient disagrees with the Notifying Party's assessment 
of the Fair Market Rental Rate specified in a FMR Notice, then the Notice 
Recipient shall so advise the Notifying Party in writing within 30 days after 
delivery of such FMR Notice; otherwise, the rates set forth in such FMR 
Notice shall be the Fair Market Rental Rate.  If the Notice Recipient timely 
delivers to the Notifying Party written notice that it disagrees with the 
Notifying Party's assessment of the Fair Market Rental Rate, then Landlord 
and Tenant shall meet to attempt to determine the Fair Market Rental Rate.  
If Tenant and Landlord are unable to agree in writing on such Fair Market 
Rental Rate within 15 business days after the Notice Recipient advises the 
Notifying Party of its disagreement with the Notifying Party's assessment of 
the Fair Market Rental Rate, then, within 10 days after such 15-day period 
expires, Landlord and Tenant shall each appoint an independent MAI real 
estate appraiser with at least 5 years commercial real estate appraisal 
experience in the Greater Dallas/Fort Worth metropolitan area.  The two 
appraisers shall then, within 10 days after their designation, select an 
independent third appraiser with like qualifications.

    If the two appraisers are unable to agree on the third appraiser within 
such 10 day period, either Landlord or Tenant, by giving 5 days prior written 
notice thereof to the other, may submit the dispute as to the identity of a 
third appraiser who meets the qualifications stated above to be settled by 
arbitration in accordance with the "Expedited Procedures" and other 
procedures of the Commercial Arbitration Rules of the American Arbitration 
Association (the "AAA"), and any decision entered as a result of such 
arbitration shall be final and binding as to the identity of the third 
appraiser.  Submission of three (3) copies of this Lease by Landlord or 
Tenant at any regional office of the AAA shall constitute three (3) copies of 
the "arbitration provisions of the contract" as required by the Commercial 
Arbitration Rules.  The costs and expenses of any such arbitration proceeding 
shall be borne between Landlord and Tenant equally, and this agreement to 
arbitrate shall be specifically enforceable.

    If either Landlord or Tenant shall fail to timely appoint an appraiser as 
provided above, such party shall forfeit its right 


                                    -30-
<PAGE>

to appoint an appraiser and the Fair Market Rental Rate shall be determined 
solely by the qualified appraiser timely appointed by the other party, 
without the necessity for any third appraiser being appointed.

    If both Landlord and Tenant timely appoint an appraiser as provided 
above, then within 30 days after the selection of the third appraiser 
(whether by agreement or as a result of the arbitration process described 
above), a majority of the appraisers shall determine the Fair Market Rental 
Rate based upon the factors described in this Attachment I.  If a majority of 
the appraisers is unable to agree upon the Fair Market Rental Rate by such 
time, the two closest appraisals shall be averaged and the average will be 
the Fair Market Rental Rate.

    If any appraiser fails to complete his or her appraisal within said 
30-day period after selection of the third appraiser so that it may be used 
in determining the Fair Market Rental Rate as provided above, the Fair Market 
Rental Rate shall be determined by averaging the other two appraisals and no 
portion of the uncompleted appraisal shall have any bearing thereon.  Tenant 
and Landlord shall each bear the entire cost of the appraiser selected by it 
and shall share equally the cost of any third appraiser.  The Fair Market 
Rental Rate determined by the appraisal process described in this ATTACHMENT 
I shall be binding upon the parties for all purposes.


                                    -31-
<PAGE>

                                ATTACHMENT II

    1.   carpet installation

    2.   painting

    3.   wallcovering

    4.   installation and relocation of movable components and equipment which
         are not attached to the Building

    5.   installation of energy efficient light fixtures, which (i) require no
         rewiring, and (ii) cause no change in the outward appearance of the
         Building

    6.   replacement of existing restroom and breakroom flooring with material
         of the same type and of equal quality as that replaced















                                    -32-
<PAGE>

                                                                       EXHIBIT A

BEING a 15.221 acre tract of land situated in the Anton Kuhn Survey, Abstract 
No. 729 in the City of Irving, Dallas County, Texas and being a part of a 
30.91 acre tract of land conveyed to Zales Corporation by deed recorded in 
Volume 80243, Page 2774 of the Deed Records of Dallas County, Texas, and 
being more particularly described as follows:

COMMENCING at a 3/8 inch iron rod set at an angle point of the most Easterly 
intersection of the North right-of-way line of Walnut Hill Lane (110 feet 
wide at tangent) and the East right-of-way line of MacArthur Boulevard (100 
feet wide at tangent);

THENCE along the North right-of-way line of said Walnut Hill Lane as follows:

    North 89 degrees 39 minutes 20 seconds East a distance of 163.08 feet to a
    5/8 inch iron rod set for corner;
    
    South 84 degrees 52 minutes 06 seconds East a distance of 87.02 feet to a
    5/8 inch iron rod set for corner;
    
    North 05 degrees 07 minutes 54 seconds East a distance of 11.00 feet to a
    3/8 inch iron rod set for corner;
    
    South 84 degrees 32 minutes 06 seconds East a distance of 9.51 feet to a
    5/8 inch iron rod set for corner;
    
    North 89 degrees 59 minutes 20 seconds East a distance of 98.78 feet to an
    "X" cut in concrete set for the POINT OF BEGINNING of the herein described
    tract of land;
    
THENCE departing the North right-of-way line of said Walnut Hill Lane North 
00 degrees 04 minutes 27 seconds East a distance of 92.02 feet to a 5/8 inch 
iron rod set at the beginning of a curve to the right from which the radius 
point bears South 89 degrees 55 minutes 33 seconds East a distance of 344.50 
feet;

CONTINUE along said curve to the right through a central angle of 16 degrees 
02 minutes 22 seconds and an ac length of 96.44 feet to an "X" cut in 
concrete set for corner;

THENCE North 73 degrees 33 minutes 11 seconds West a distance of 32.00 feet 
to a 5/8 inch iron rod set in the Southeasterly line of a 1.142 acre tract of 
land as recorded in Volume 84065, page 3783 of the Deed Records of Dallas 
County, Texas said iron rod 


                                    -33-
<PAGE>

                                                                       EXHIBIT A

also being the beginning of a non-tangent curve to the right from which the 
radius point bears South 73 degrees 53 minutes 11 seconds East a distance of 
376.50 feet;

CONTINUING along said curve to the right through a central angle of 51 
degrees 52 minutes 59 seconds and an arc length of 340.93 feet to a 5/8 inch 
iron rod set for the most Easterly Southeast corner of said 1.142 acre tract 
of land;

THENCE South 22 degrees 00 minutes 12 seconds East a distance of 10.00 feet 
to a 5/8 inch iron rod set for corner, said iron rod being at the beginning 
of a curve to the right from which the radius point bears South 22 degrees 00 
minutes 12 seconds East a distance of 366.50 feet;

CONTINUING along said curve to the right through a central angle of 02 
degrees 32 minutes 52 seconds and an arc length of 16.30 feet to an "X" cut 
in concrete set for corner;

THENCE North 00 degrees 07 minutes 44 seconds East a distance of 90.04 feet 
to a 3/8 inch iron rod set for corner;

THENCE North 89 degrees 46 minutes 23 seconds West a distance of 39.31 feet 
to a 3/8 inch iron rod set for corner;

THENCE North 00 degrees 13 minutes 37 seconds East a distance of 181.10 feet 
to a 5/8 inch iron rod set at the beginning of a curve to the right from 
which the radius point bears North 30 degrees 19 minutes 39 seconds East a 
distance of 57.02 feet;

CONTINUING along said curve to the right through a central angle of 59 
degrees 57 minutes 30 seconds and an arc length of 39.68 feet to a 5/8 inch 
iron rod set at the point of tangency;

THENCE North 00 degrees 17 minutes 27 seconds East a distance of 158.67 feet 
to an "X" cut in concrete set for corner;

THENCE North 65 degrees 41 minutes 15 seconds East a distance of 40.61 feet 
to an "X" cut in concrete set at the beginning of a curve to the right from 
which the radius point bears South 24 degrees 18 minutes 46 seconds East a 
distance of 876.50 feet;

CONTINUING along said curve to the right through a central angle of 34 
degrees 14 minutes 41 seconds and an arc length of 523.87 feet to a 3/8 inch 
iron rod set at the point of tangency;


                                    -34-
<PAGE>

                                                                       EXHIBIT A

THENCE South 80 degrees 04 minutes 03 seconds East a distance of 66.60 feet 
to an "X" cut in concrete set for corner;

THENCE South 00 degrees 23 minutes 43 seconds West a distance of 12.00 feet 
to an "X" cut in concrete set for corner;

THENCE South 80 degrees 01 minutes 01 seconds East a distance of 36.18 feet 
to an "X" cut in concrete set for corner;

THENCE South 00 degrees 10 minutes 45 seconds West a distance of 167.74 feet 
to a 3/8 inch iron rod set at the beginning of a curve to the right from 
which the radius point bears North 89 degrees 49 minutes 15 seconds West a 
distance of 60.17 feet;

CONTINUING along said curve to the right through a central angle of 57 
degrees 40 minutes 20 seconds and an arc length of 60.57 feet to a 5/8 inch 
iron rod set for corner;

THENCE South 00 degrees 03 minutes 41 seconds West a distance of 381.26 feet 
to a 5/8 inch iron rod set for corner;

THENCE South 89 degrees 36 minutes 19 seconds East a distance of 10.37 feet 
to a 5/8 inch iron rod set for corner;

THENCE South 00 degrees 03 minutes 41 seconds West a distance of 85.82 feet 
to a 5/8 inch iron rod set at the beginning of a curve to the right from 
which the radius point bears South 59 degrees 44 minutes 26 seconds West a 
distance of 55.79 feet;

CONTINUING along said curve to the right through a central angle of 30 
degrees 03 minutes 23 seconds and an arc length of 29.27 feet to a 5/8 inch 
iron rod set at the point of tangency;

THENCE South 00 degrees 12 minutes 11 seconds East a distance of 255.72 feet 
to an "X" cut in concrete set in the North right-of-way line of said Walnut 
Hill Lane;

THENCE along the North right-of-way line of said Walnut Hill Lane as follows:

    North 89 degrees 55 minutes 33 seconds West a distance of 204.60 feet to a
    5/8 inch iron rod set for corner;
    
    South 00 degrees 04 minutes 27 seconds West a distance of 11.00 feet to an
    "X" cut in concrete set for corner;
    

                                    -35-
<PAGE>

                                                                       EXHIBIT A
   

North 89 degrees 33 minutes 33 seconds West a distance of 405.00 feet to a 
3/8 inch iron rod set for corner;
    
    North 00 degrees 04 minutes 27 seconds East a distance of 11.00 feet to a
    5/8 inch iron rod set for corner;
    
    North 89 degrees 33 minutes 33 seconds West a distance of 130.00 feet to a
    5/8 inch iron rod set for corner;
    
    South 89 degrees 52 minutes 20 seconds West a distance of 16.83 feet to the
    POINT OF BEGINNING and containing within these metes and bounds 15.221
    acres of 663,030 square feet of land more or less and being subject to
    easements of record.






















                                    -36-