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                                                                   EXHIBIT 10.84

                                  OFFICE LEASE

      THIS OFFICE LEASE (this "Lease") is made as of the 1st day of August,
2004, by and between Cocanougher Asset #1, Ltd., a Texas Limited Partnership
("Landlord"), and the Tenant named below.

                                   WITNESSETH:

      1.    BASIC PROVISIONS.

            (a)   Tenant:                  Funimation Productions, Ltd.
                                           6851 N.E. Loop 820, Suite 247
                                           North Richland Hills, Texas 76180

            (b)   Building:                Office Building located at:
                                           6851 N.E. Loop 820
                                           North Richland Hills, Texas 76180

            (c)   Premises:                Suite 400, on the fourth floor of
                                           the Building.

                                           Approximate Rentable Area of the
                                           Premises: 15,681 square feet.

                                           Approximate Rentable Area of the
                                           Building: 60,405 square feet.

            (d)   Basic Rental:            Months 1-60: $11.107.38 per month;
                                           annual rental rate per square foot of
                                           Rentable Area: $ 8.50.

            (e)   Security Deposit:        $ NONE.

            (f)   Lease Term:              FIVE  years.

            (g)   Estimated
                  Commencement Date:       August 1, 2004.

            (h)   Operating Expense Stop:  $ NONE.

            (i)   Permitted Use:           General office use, but excluding any
                                           use for a bank, savings bank, savings
                                           and loan, credit union or other
                                           similar use that includes any retail
                                           banking operations, including
                                           automated teller machines and night
                                           depositories.

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      2.    LEASE GRANT. Landlord hereby leases to Tenant and Tenant hereby
leases from Landlord the Premises described above, which will consist of
approximately 15,681 square feet of Rentable Area (herein so called) located on
the fourth floor of the building described above (the "Building"), as shown in
Exhibit A-l attached hereto. The Premises are located in the Building which is
located on the real property described in Exhibit A-2 attached hereto (the
"Land"). The Land, the Building, the parking facilities and other structures and
improvements, landscaping, fixtures, appurtenances and other common areas now or
hereafter placed, constructed or erected thereon, comprise the project (the
"Project"). Tenant is hereby granted a nonexclusive right to use the Common
Areas during the term of this Lease for their intended purposes, in common with
others, subject to the terms and conditions of this Lease, including, without
limitation, the rules and regulations promulgated by Landlord. "Common Areas"
will mean all areas, spaces, facilities, and equipment (whether or not located
within the Building) made available by Landlord for the common and joint use of
Landlord, Tenant and others, including, but not limited to, tunnels, walkways,
sidewalks and driveways necessary for access to the Building, Building lobbies,
landscaped areas, enclosed mall areas, loading areas, public corridors, public
rest rooms, Building stairs and elevators, drinking fountains and such other
areas and facilities, if any, as are designated by Landlord from time to time as
Common Areas. "Service Areas" will refer to areas, spaces, facilities and
equipment serving the Building (whether or not located within the Building) but
to which Tenant and other occupants of the Building will not have access,
including, but not limited to, mechanical, telephone, electrical and similar
rooms, and air and water refrigeration equipment. This Lease is granted subject
to the terms hereof, the rights and interests of third parties under existing
liens, ground leases, easements and encumbrances affecting such property, all
zoning regulations, rules, ordinances, building restrictions and other laws and
regulations now in effect or hereafter adopted by any governmental authority
having jurisdiction over the Project or any part thereof.

      3.    LEASE TERM. This Lease shall be for the term of years described
above, commencing on the earlier of (a) the Estimated Commencement Date set
forth in Paragraph 1, (g) ten (10) days after Landlord's substantial completion
of the Finish Work, as such term is defined in the Construction Agreement (as
defined in Paragraph 4), or (c) the date on which Tenant in fact occupies the
Premises for the conduct of business. The date the Lease Term commences shall be
referred to in this Lease as the "Commencement Date". If the Lease Term expires
on a date other than the last day of a calendar month, Landlord and Tenant shall
be deemed to have agreed that the Lease Term shall be extended through the last
day of the calendar month in which the expiration date falls (the "Expiration
Date"). On the Commencement Date and as often thereafter as may be requested by
Landlord, Tenant will, within ten (10) days after request from Landlord,
execute, acknowledge, and deliver to Landlord a statement in the form of Exhibit
B attached hereto.

      4.    CONSTRUCTION. In the event any construction of tenant improvements
is necessary for the Premises, such construction will be accomplished and the
cost of such construction will be paid in accordance with a separate
"Construction Agreement" (herein so called) between Landlord and Tenant. Except
as expressly provided in this Lease or in the Construction Agreement, if any,
Tenant acknowledges that Landlord has not undertaken to perform any
modification, alteration or improvement to the Premises.

      5.    TENANT'S BASIC RENTAL OBLIGATION. Beginning on the Commencement
Date, all Basic Rental and Additional Rent (the "Rent") shall be paid monthly
by Tenant to Landlord in advance on or

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before the first day of each calendar month during the Lease Term, without
demand, deduction or setoff. All Rent and other payments which are due hereunder
shall be made payable to Landlord. Tenant agrees to pay said rental and other
payments to Landlord at Cocanougher Asset #1, Ltd., 6851 N.E. Loop 820, Suite
247, North Richland Hills, Texas 76180, or at such other place as may from time
to time be designated in writing by Landlord, in lawful money of the United
States of America without any prior demand therefor and without any deduction or
setoff whatsoever. If the day on which Rent is first due is other than the first
day of a calendar month, Rent for such partial month shall be prorated on a
daily basis.

      6.    TENANT'S ADDITIONAL RENTAL OBLIGATIONS.

            (a) Additional Rental. Beginning on the Commencement Date, Tenant
      shall pay to Landlord each calendar year the Additional Rental (herein so
      called) equal to Tenant's proportionate share of (i) the Actual Operating
      Expenses (defined below) for the Project for such calendar year in excess
      of (ii) the Operating Expense Stop multiplied by the number of square feet
      of Rentable Area in the Building. Additional Rental shall be prorated on a
      daily basis for each partial calendar year in the Lease Term. Tenant's
      proportionate share shall be based on the ratio which the Rentable Area in
      the Premises (adjusted for office expansions) bears to the Rentable Area
      within the Building. Rentable Area of the Premises and Rentable Area of
      the Building shall be computed in accordance with Paragraph 19(x).

            (b) Adjustment of Actual Operating Expenses. Notwithstanding any
      language herein to the contrary, if the Building is not fully occupied
      during any calendar year of the Lease Term, Actual Operating Expenses
      shall be determined as if the Building had been fully occupied during such
      year. For the purposes of this Lease, "fully occupied" shall mean
      occupancy of one hundred percent (100%) of the Rentable Area in the
      Building.

            (c) Actual Operating Expenses Enumerated. Actual Operating Expenses
      shall include all expenses, costs and disbursements of every kind and
      nature incurred or paid by Landlord in connection with the ownership
      and/or the operation, maintenance, repair and security of the Project,
      including, without limitation, expenses for the following:

                  (i) garbage and waste disposal;

                  (ii) janitorial service and window cleaning for the Building
            and the Common Areas and Service Areas (including materials,
            supplies, Building Standard light bulbs and ballasts, equipment and
            tools therefor and rental and depreciation costs related to any of
            the foregoing) or contracts with third parties to provide same (the
            term "Building Standard" as used herein shall mean the type, brand
            and/or quality of materials Landlord designates from time to time to
            be the minimum quality to be used in the Building or the exclusive
            type, grade or quality of material to be used in the Building);

                  (iii) security;

                  (iv) insurance premiums (including, without limitation,
            property, liability and

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            any other types of insurance carried by Landlord with respect to the
            Building and the Common Areas and Service Areas, the costs of which
            may include an allocation of a portion of the premium of a blanket
            insurance policy maintained by Landlord);

                  (v) real estate taxes, assessments, business taxes, excises,
            and any other governmental levies and charges of every kind and
            nature whatsoever, general and special, extraordinary and ordinary,
            foreseen and unforeseen, which may during the Lease Term be levied
            or assessed against, or arising in connection with the ownership,
            use, occupancy, operation or possession of, the Building and the
            Common Areas and Service Areas, or any part thereof, or substituted,
            in whole or in part, for a real estate tax, assessment, excise or
            governmental charge or levy previously in existence, by any
            authority having the direct or indirect power to tax, including
            interest on installment payments and all costs and fees (including
            attorneys' fees) incurred by Landlord in contesting or negotiating
            with taxing authorities as to same, but excluding any inheritance,
            estate, succession, transfer, gift, franchise, corporation, income
            or profits tax imposed upon Landlord; provided, however, Landlord
            will have the option to pay any of the foregoing as rentals under a
            ground lease arrangement with the fee simple titleholder to the land
            upon which the Building is, or is to be, constructed;

                  (vi) water and sewer charges and any add-ons;

                  (vii) operation, maintenance, and repair (to include
            replacement of components) of the Building, including but not
            limited to all floor, wall and window coverings and personal
            property in the Common Areas, Building systems (such as heat,
            ventilation and air conditioning systems), elevators, escalators,
            and all other mechanical or electrical systems seeing the Building
            and the Common Areas and Service Areas and service agreements for
            all such systems and equipment;

                  (viii) any ground lease relating to the Project or easement
            maintained for the benefit of the Project;

                  (ix) license, permit and inspection fees;

                  (x) compliance with any fire safety or other governmental
            rules, regulations, laws, statutes, ordinances or requirements,
            imposed by any governmental authority or insurance company with
            respect to the Building during the Lease Term;

                  (xi) wages, salaries, employee benefits and taxes (or an
            allocation of the foregoing) for personnel working full or part time
            in connection with the operation, maintenance and management of the
            Building and the Common Areas and Service Areas;

                  (xii) accounting and legal services (but excluding legal
            services in connection with negotiations and disputes with specific
            tenants unless the matter involved affects all tenants of the
            Building);

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                  (xiii) administrative and management fees for the Building and
            Landlord's overhead expenses directly attributable to the Building,
            including without limitation, the cost of an office in the Building
            maintained for management of the Project;

                  (xiv) indoor and outdoor landscaping;

                  (xv) depreciation (or amortization) of Required Capital
            Improvements and Cost Savings Improvements. "Required Capital
            Improvements" will mean capital improvements or replacements made in
            or to the Building in order to conform to any Applicable Law. "Cost
            Savings Improvements" will mean any capital improvements or
            replacements which are intended to reduce, stabilize or limit
            increases in Actual Operating Expenses. The cost of Cost Savings
            Improvements will be amortized by spreading such costs uniformly
            over a term equal to the lesser of (a) the period of years over
            which the amount by which Actual Operating Expenses are reduced
            would be equal to the cost of such installation or (b) ten (10)
            years. The cost of Required Capital Improvements and depreciable (or
            amortizable) maintenance and repair items (e.g., painting of Common
            Areas, replacement of carpet in elevator lobbies), will be amortized
            by spreading such costs uniformly over a term equal to the lesser of
            (A) the period employed by Landlord for federal income tax purposes
            or (B) ten (10) years;

                  (xvi) Interest (at an annual rate equal to the lesser of (A)
            two percent (2%) over the "base" or "prime" rate published from time
            to time by Citibank, N.A., or (B) the maximum lawful rate) upon the
            undepreciated (or unamortized) balance of the original cost of items
            which the Landlord is entitled to depreciate (or amortize) as an
            Actual Operating Expense;

                  (xvii) expenses and fees (including attorneys' fees) incurred
            contesting the validity or applicability of any governmental
            enactments which may affect Actual Operating Expenses; and

                  (xviii) the costs incurred by Landlord for (A) any and all
            forms of fuel or energy utilized in connection with the operation,
            maintenance, and use of the Project, (B) sales, use, excise and
            other taxes assessed by governmental authorities on energy sources
            supplied to the Project, and (C) other costs of providing energy to
            the Project.

            (d) Exclusions from Actual Operating Expenses. Actual Operating
      Expenses shall exclude the following:

                  (i) leasing commissions, attorneys' fees, costs and
            disbursements and other expenses incurred in connection with
            leasing, renovating or improving space for tenants or prospective
            tenants of the Building;

                  (ii) costs (including permit, license and inspection fees)
            incurred in renovating or otherwise improving or decorating,
            painting or redecorating space for tenants or vacant

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            space;

                  (iii) Landlord's costs of any services sold to tenants for
            which Landlord is entitled to be reimbursed by such tenants as an
            additional charge or rental over and above the Basic Rental and
            Actual Operating Expenses payable under the lease with such tenant
            or other occupant;

                  (iv) any depreciation and amortization on the Building except
            as expressly permitted herein;

                  (v) costs incurred due to violation by Landlord of any of the
            terms and conditions of this Lease or any other lease relating to
            the Building;

                  (vi) interest on debt or amortization payments on any
            mortgages or deeds of trust or any other debt for borrowed money,
            except as included in subparagraph (c)(xvi) above;

                  (vii) all items and services for which Tenant reimburses
            Landlord outside of Actual Operating Expenses or pays third persons
            or which Landlord provides selectively to one or more tenants or
            occupants of the Building (other than Tenant) without reimbursement;

                  (viii) repairs or other work occasioned by fire, windstorm or
            other work paid for through insurance or condemnation proceeds; and

                  (ix) repairs resulting from any defect in the original design
            or construction of the Building.

            (e) Credits. Landlord will credit against Actual Operating Expenses
      any refunds received as a result of tax contests, after deduction for
      Landlord's costs in connection with same.

            (f) Discretionary Items. The foregoing provisions of this Paragraph
      6 will not be deemed to require Landlord to furnish or cause to be
      furnished any service or facility not otherwise required to be furnished
      by Landlord pursuant to the provisions of this Lease, although Landlord,
      in Landlord's absolute discretion, may choose to do so from time to time.

            (g) Estimated Actual Operating Expenses. Landlord shall have the
      right to estimate Additional Rental to accrue hereunder and Tenant shall
      pay to Landlord one-twelfth (1/12) of the amount of such estimate monthly
      with each of Tenant's Basic Rental payments. If Landlord estimates
      Additional Rental in advance, then by each April 1 or as soon thereafter
      as practical, Landlord shall furnish to Tenant a statement of Landlord's
      Actual Operating Expenses for the previous calendar year. If for any
      calendar year Tenant's Additional Rental collected for the prior year, as
      a result of payment of Tenant's estimated Additional Rental, is in excess
      of Tenant's Additional Rental actually due during such prior year, then,
      so long as Tenant is not in default

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      hereunder, Landlord shall refund to Tenant any overpayment (or, at
      Landlord's option, apply such amount against rentals due or to become due
      hereunder). Likewise, Tenant shall pay to Landlord, on demand, any
      underpayment with respect to the prior year, which obligation of Tenant
      shall survive the expiration or earlier termination of this Lease.

      7.    LANDLORD'S OBLIGATIONS.

            (a) Water, Heat, Air Conditioning, Janitorial and Elevator Service
      and Maintenance Obligations. Subject to the limitations hereinafter set
      forth, Landlord agrees to furnish Tenant while occupying the Premises and
      while Tenant is not in default under this Lease: (i) water (hot and cold)
      at those points of supply provided for general use of tenants of the
      Building; (ii) Building Standard heat and air conditioning in season, as
      determined by Landlord, weekdays (other than holidays) between 7:00 a.m.
      and 6:00 p.m., at such temperatures and in such amounts as are reasonably
      considered by Landlord to be standard (Landlord shall only furnish heat
      and air conditioning weekdays after 6:00 p.m., on Saturdays and on Sundays
      and holidays at the written request of Tenant (which must be received by
      Landlord at least twenty-four (24) hours in advance, but no later than
      12:00 noon of the preceding Friday, if the request is for Saturday, Sunday
      or a holiday), and at Tenant's cost payable within fifteen (15) days after
      receipt of an invoice); (iii) Building Standard janitorial service on
      weekdays other than holidays for Building installations and Building
      Standard window washing; (iv) operatorless passenger elevators for ingress
      and egress to the floor on which the Premises are located; and (v)
      replacement of Building Standard light bulbs and fluorescent tubes, but
      Landlord's standard charge for such bulbs and tubes shall be paid by
      Tenant. Landlord additionally agrees to maintain in the Building the
      exterior walls, roof, windows, structural steel, load-bearing nondemising
      walls, floors below the level of Tenant's floor covering and the HVAC,
      electrical and plumbing systems serving the Premises, but located outside
      the Premises, subject to the terms and conditions of this Lease which may
      limit Landlord's maintenance, repair and rebuilding obligations under
      various circumstances.

            (b) Electrical Service. Tenant's use of electrical services
      furnished by Landlord shall be subject to the following:

                  (i) Landlord shall not be required to furnish electrical
            current for computers, electronic data processing equipment, special
            lighting, equipment that requires more than 110 volts, or any other
            equipment whose electrical energy consumption exceeds normal office
            usage.

                  (ii) The amount of electricity consumed by Tenant shall be
            determined, at the election of Landlord, either (A) based upon a
            survey performed by a reputable consultant to be selected by
            Landlord and paid by Tenant, or (B) through a separate meter to be
            installed, maintained and read by Landlord at the sole cost of
            Tenant.

                  (iii) If Tenant's requirements for or consumption of
            electrical services exceeds the usage amount specified in Paragraph
            7(b)(i) hereof, then Tenant shall remove such equipment and/or
            lighting to achieve compliance within ten (10) days after receiving
            notice

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            from Landlord. Notwithstanding the foregoing sentence, such
            equipment and/or lighting may remain in the Premises, subject to
            Landlord's prior written approval and subject to the following
            terms:

                        (A) Tenant shall pay for all costs of installation and
                  maintenance of submeters, wiring, air conditioning and other
                  items required by Landlord, in Landlord's discretion, to
                  accommodate Tenant's excess design loads and capacities.

                        (B) Tenant shall pay to Landlord, upon demand, the cost
                  of the excess demand and consumption of electrical service at
                  rates determined by Landlord which shall be in accordance with
                  any Applicable Laws.

                        (C) Landlord may, at its option, upon not less than
                  thirty (30) days prior written notice to Tenant, discontinue
                  the availability of such extraordinary electrical service. If
                  Landlord gives any such notice, Tenant shall contract directly
                  with the public utility for the supplying of such electrical
                  service to the Premises.

            (c) Interruption of Services. Failure to any extent to make
      available, or any slow-down, stoppage or interruption of any services
      described in this Paragraph 7 resulting from any cause whatsoever (other
      than Landlord's gross negligence) shall not render Landlord liable in any
      respect for damages, nor be construed as an eviction of Tenant, nor
      relieve Tenant from fulfillment of any covenant or agreement hereof.
      Should any service being furnished by Landlord be interrupted for any
      cause whatsoever, Tenant shall notify Landlord and Landlord shall use
      reasonable diligence to restore such service promptly.

            (d) Discontinuance of Service. Landlord reserves the right, upon not
      less than thirty (30) days written notice to Tenant, to discontinue the
      availability of electrical service to the Premises. If Landlord elects
      such option, Tenant will contract directly with such public utility for
      the continuance of service to the Premises.

      8.    TENANT'S COVENANTS. Tenant covenants and agrees as follows:

            (a) Alterations. Tenant shall make no alterations, changes or
      improvements to the Premises without first submitting to Landlord plans
      and specifications and obtaining the prior written consent of Landlord.
      All work done by Tenant shall be performed in a good and workmanlike
      manner by a contractor approved by Landlord, in compliance with Applicable
      Laws and at such times and in such manner as not to cause interference
      with construction in progress or with other tenants in the Building.

            (b) Mechanic's and Materialmen's Liens. Tenant shall have no
      authority or power, express or implied, to create or cause any mechanic's
      or materialmen's lien, charge or encumbrance of any kind against the
      Premises, the Building or the Project or any portion thereof. Tenant shall
      promptly cause any such liens which have arisen by reason of any work or
      materials, claimed to have been provided to or undertaken by or through
      Tenant to be released by payment, bonding or

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      otherwise within thirty (30) days after request by Landlord, and Tenant
      shall indemnify Landlord against losses arising out of any such claim.
      Tenant's indemnification of Landlord contained in this Paragraph 8(b)
      shall survive the expiration or earlier termination of this Lease.

            (c) Permitted Use of Premises. Tenant shall not permit the Premises
      to be used for any purpose other than for the use specified in Paragraph 1
      of this Lease. Tenant will, at Tenant's sole cost, promptly comply with
      all Applicable Laws. The judgment of any court of competent jurisdiction
      or the admission of Tenant in any action against Tenant, whether Landlord
      is a party thereto or not, that Tenant has violated any Applicable Law
      will be conclusive of that fact between Landlord and Tenant. Tenant will
      conduct its business and occupy the Premises and will control its agents,
      employees, licensees and invitees in such a manner so as not to create any
      nuisance or interfere with, annoy or disturb any of the other tenants in
      the Building or Landlord in its management of the Building and so as not
      to injure the reputation of the Building.

            (d) Repairs. Tenant will not in any manner deface or injure the
      Building, and will pay the cost of repairing and replacing any damage or
      injury done to the Building or any part thereof by Tenant or Tenant's
      agents, contractors or employees. Tenant shall throughout the Lease Term
      keep the Premises free from deterioration, waste and nuisance of any kind,
      excluding (i) ordinary and customary wear and tear, and (ii) damage
      resulting from a fire or other casualty not caused by the act or omission
      of Tenant or Tenant's agents, contractors or employees. Tenant agrees to
      keep the Premises in good condition and repair and Tenant shall make all
      necessary repairs and replacements. If Tenant fails to make such repairs
      or replacements within fifteen (15) days after notice from Landlord,
      Landlord may at its option make such repairs or replacements, and Tenant
      shall upon demand pay Landlord for the cost thereof.

            (e) Security. Tenant shall take all reasonable steps necessary to
      adequately secure the Premises from unlawful intrusion, theft, fire and
      other hazards, and shall keep and maintain all security devices in or on
      the Premises in good working order, including, but not limited to, locks,
      smoke detectors and burglar alarms, and shall cooperate with Landlord and
      other tenants in the Building with respect to Building security matters.

      9.    ASSIGNMENT AND SUBLETTING.

            (a) Assignment and Subletting. Tenant shall not sublet the Premises
      in whole or in part or market the Premises for sublease and shall not
      sell, assign or in any manner transfer this Lease or any interest herein,
      directly or indirectly (by transfer of control of Tenant, for example), or
      voluntarily or by operation of law or otherwise, or permit any transfer of
      Tenant's interest created hereby, or allow any lien upon Tenant's interest
      by operation of law or otherwise, or permit the use or occupancy of the
      Premises or any part thereof, by anyone other than Tenant, nor shall
      Tenant sublease space in the Building from another tenant thereof, without
      Landlord's prior written consent. If this Lease or any interest in this
      Lease is sold, assigned or transferred, or Tenant subleases any part of
      the Premises, without Landlord's consent, Landlord may, cumulative of any
      other right or remedy available to Landlord, elect to terminate this Lease
      (as it affects the portion of the Premises sought to be sublet or
      assigned) as of the effective date of the proposed transfer.

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      Landlord's acceptance of any name for listing on the Building directory
      will not be deemed, nor will it substitute for, Landlord's consent, as
      required by this Lease, to any sublease, assignment or other occupancy of
      the Premises.

            (b) Consent to Assignment. Consent by Landlord to one or more
      assignments or sublettings shall not operate as a waiver of Landlord's
      rights as to any subsequent assignments and sublettings. Notwithstanding
      any assignment or subletting, Tenant and any guarantor of Tenant's
      obligations under this Lease shall at all times remain fully responsible
      and liable for the payment of the rent and other sums herein specified and
      for compliance with all of Tenant's other obligations under this Lease,
      and Landlord may proceed against Tenant (or any guarantor) for the
      enforcement of such obligations without first proceeding against any other
      party. No direct collection by Landlord from any such assignee or
      sublessee shall be construed to constitute a release of Tenant or any
      guarantor of Tenant from the further performance of its obligations
      hereunder. If the proposed sublessee or assignee is subject to compliance
      with additional requirements under The Americans with Disabilities Act
      beyond those requirements which are applicable to the Tenant desiring to
      sublet or assign, Landlord may condition Landlord's consent upon receipt
      of (i) plans and specifications acceptable to Landlord for complying with
      the additional requirements, and (ii) security acceptable to Landlord that
      such construction will be completed timely and lien-free. In addition, any
      rights which Tenant may have relating to the renewal or extension of the
      Lease or the expansion of the Premises, if any, are personal to Tenant and
      shall not be available to any proposed or actual sublessee, assignee or
      transferee.

            (c) Excess Rents. If any rents or other sums received by Tenant
      under any sublease are in excess of the rent and other sums payable by
      Tenant under this Lease (prorated for a sublease of less than one hundred
      percent (100%) of the Premises), or if any additional consideration is
      paid to Tenant by any assignee under any assignment, then such excess
      rents under any sublease or such additional consideration under any
      assignment shall be paid by Tenant to Landlord as additional rent
      hereunder within ten (10) days after Tenant receives the same.

            (d) Landlord's Right to Transfer. Landlord shall have the right to
      transfer, assign and convey, in whole or in part, the Building and any and
      all of its rights under this Lease, and in such event, Landlord shall
      thereby be released from any further obligations hereunder, and Tenant
      agrees to look solely to such successor-in-interest of Landlord for
      performance of such obligations.

      10.   INDEMNITY AND INSURANCE.

            (a) Indemnity. Tenant hereby agrees to indemnify, protect, defend
      and hold harmless Landlord and its partners, affiliated companies,
      officers, directors, shareholders, employees, agents and attorneys
      (collectively, "Indemnities") for, from and against all liabilities,
      claims, fines, penalties, costs, damages or injuries to persons, damages
      to property, losses, liens, causes of action, suits, judgments and
      expenses (including court costs, attorneys' fees and costs of
      investigation), of any nature, kind or description of any person or
      entity, directly or indirectly arising out of, caused by, or resulting
      from (in whole or part) (1) Tenant's construction of or Use, occupancy or
      enjoyment of the Premises, (2) any activity, work or other things done,
      permitted or

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suffered by Tenant and its agents and employees in or about the Premises, (3)
any breach or default in the performance of any obligation on Tenant's part to
be performed under the terms of this Lease including, but not limited to,
Tenant's security obligations set forth in Paragraph 8(e) of this Lease, (4) any
act, omission, negligence or willful misconduct of Tenant or any of its agents,
contractors, employees, business invitees or licensees, or (5) damage to
Tenant's property, or the property of Tenant's agents, employees, contractors,
business invitees or licensees, located in or about the Premises (collectively,
"Liabilities"), EVEN IF SUCH LIABILITIES ARE CAUSED SOLELY OR IN PART BY THE
NEGLIGENCE OF LANDLORD OR ANY OTHER INDEMNITEE, BUT NOT IF SUCH LIABILITIES ARE
CAUSED BY THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF LANDLORD OR ANY OTHER
INDEMNITEE. Tenant shall promptly advise Landlord in writing of any action,
administrative or legal proceeding or investigation as to which this
indemnification may apply, and Tenant, at Tenant's expense, shall assume on
behalf of Landlord (and the other Indemnities) and conduct with due diligence
and in good faith the defense thereof with counsel satisfactory to Landlord;
provided, however, that any Indemnitee shall have the right at its option, to be
represented therein by advisory counsel of its own selection and at its own
expense. In the event of failure by Tenant to fully perform in accordance with
this Paragraph 10(a), Landlord, at its option, and without relieving Tenant of
its obligations hereunder, may so perform, but all costs and expenses so
incurred by Landlord in that event shall be reimbursed by Tenant to Landlord,
together with interest on the same from the date any such expense was paid by
Landlord until reimbursed by Tenant, at the rate of interest provided to be paid
on judgments, by the law of the jurisdiction to which the interpretation of this
Lease is subject. This indemnification shall not be limited to damages,
compensation or benefits payable under insurance policies, workers' compensation
acts, disability benefit acts or other employees' benefit acts and shall survive
the expiration or earlier termination of this Lease.

         (b) Insurance.

                  (i) Tenant at all times during the Lease Term shall, at its
         own expense, keep in full force and effect (A) commercial general
         liability insurance providing coverage against bodily injury and
         disease, including death resulting therefrom, personal injury and
         property damage to a combined single limit of $3,000,000 to one or more
         than one person as the result of any one accident or occurrence, which
         shall include provision for contractual Liability coverage insuring
         Tenant for the performance of its indemnity obligations set forth in
         Paragraphs 10(a) and 18 of this Lease, (B) worker's compensation
         insurance to the statutory limit and employer's liability insurance to
         the limit of $500,000 per occurrence, and (C) all risk personal
         property insurance covering full replacement value of all of Tenant's
         personal property. Landlord shall be named an additional insured on
         each of said policies (excluding the worker's compensation policy) and
         said policies shall be issued by an insurance company or companies
         acceptable to Landlord. Each of said policies shall also include a
         waiver of subrogation provision or endorsement in favor of Landlord,
         and an endorsement providing that Landlord shall receive ninety (90)
         days prior notice of any cancellation of, non-renewal of, reduction of
         coverage or material change in coverage on said policies. Tenant hereby
         waives its right of recovery of any amounts paid by Tenant or


                                       11
<PAGE>
         on Tenant's behalf to satisfy applicable worker's compensation laws.
         The policies or duly executed certificates for the same, together with
         satisfactory evidence of the payment of the premiums therefor, shall be
         deposited with Landlord on the date Tenant first occupies the Premises
         and upon renewals of such policies not less than fifteen (15) days
         prior to the expiration of the term of such coverage.

                  (ii) It is expressly understood and agreed that the coverages
         required represent Landlord's minimum requirements and such are not to
         be construed to void or limit Tenant's indemnity obligations in this
         Lease. Neither shall (A) the insolvency, bankruptcy or failure of any
         insurance company carrying Tenant, (B) the failure of any insurance
         company to pay claims occurring nor (C) any exclusion from or
         insufficiency of coverage be held to affect, negate or waive any of
         Tenant's indemnity obligations under Paragraphs 10(a) and 18 or any
         other provision of this Lease. With respect to insurance coverages,
         except worker's compensation, maintained hereunder by Tenant and
         insurance coverage separately obtained by Landlord, all insurance
         coverages afforded by policies of insurance maintained by Tenant shall
         be primary insurance as such coverages apply to Landlord, and such
         insurance coverages separately maintained by Landlord shall be excess,
         and Tenant shall have its insurance policies endorsed to reflect that
         policies maintained by Tenant naming Landlord as an additional insured
         are primary, and policies separately maintained by Landlord are excess.
         The amount of liability insurance under insurance policies maintained
         by Tenant shall not be reduced by the existence of insurance coverage
         under policies separately maintained by Landlord. Tenant shall be
         solely responsible for any premiums, assessments, penalties, deductible
         assumptions, retentions, audits, retrospective adjustments or any other
         kind of payment due under its policies.

                  (iii) Tenant's occupancy of the Premises without delivering
         the certificates of insurance shall not constitute a waiver of Tenant's
         obligations to provide the required coverages. If Tenant provides to
         Landlord a certificate that does not evidence the coverages required
         herein, or that is faulty in any respect, such shall not constitute a
         waiver of Tenant's obligations to provide the proper insurance.

         (c) Mutual Waivers of Recovery. It is the intent of Landlord and Tenant
not to hold each other responsible for that portion of any loss or damage paid
or reimbursed by an insurer of Landlord or Tenant under any fire, extended
coverage or other property insurance policy maintained by Tenant with respect to
its Premises or by Landlord with respect to the Building. Therefore, with
respect to the amount of any damage, loss, claim or liability paid or reimbursed
by an insurer under any fire, extended coverage or property insurance policy
maintained by Tenant with respect to Premises, or Landlord with respect to the
Building, Landlord, Tenant and all parties claiming under them each mutually
release and discharge each other from such damages, losses, claims or
liabilities, no matter how caused, including negligence, and each waives any
right of recovery from the other including, but not limited to, claims for
contribution or indemnity, which might otherwise exist on account thereof. Any
fire, extended coverage or property insurance policy maintained by Tenant with
respect to the Premises, or Landlord with respect to the Building, shall
contain, in the case of Tenant's policies, a waiver of subrogation provision or


                                       12
<PAGE>

      endorsement in favor of Landlord, and in the case of Landlord's policies,
      a waiver of subrogation provision or endorsement in favor of Tenant, or,
      in the event that such insurers cannot or will not include or attach such
      waiver of subrogation provision or endorsement, Tenant and Landlord shall
      obtain the approval and consent of their respective insurers, in writing,
      to the terms of this Lease. Neither Tenant nor its insurers shall be
      entitled to receive any contribution from any insurance policies
      separately maintained by Landlord, and Tenant agrees to indemnify,
      protect, defend and hold harmless Landlord and any of Landlord's insurers
      from any claim, suit or cause of action asserted or brought by Tenant's
      insurers for, on behalf of, or in the name of Tenant, including but not
      limited to, claims for contribution, indemnity or subrogation. The mutual
      releases, discharges and waivers contained in this provision shall apply
      EVEN IF THE LOSS OR DAMAGE TO WHICH THIS PROVISION APPLIES IS CAUSED
      SOLELY OR IN PART BY THE NEGLIGENCE OF LANDLORD OR TENANT.

            (d) Business Interruption. Landlord shall not be responsible for,
      and Tenant releases and discharges Landlord from, and Tenant further
      waives any right of recovery from Landlord for, any loss from business
      interruption or loss of use of the Premises suffered by Tenant in
      connection with Tenant's use or occupancy of the Premises, EVEN IF SUCH
      LOSS IS CAUSED SOLELY OR IN PART BY THE NEGLIGENCE OF LANDLORD.

            (e) Adjustment of Claims. Tenant shall cooperate with Landlord and
      Landlord's insurers in the adjustment of any insurance claim pertaining to
      the Building or Landlord's use thereof.

            (f) Increase in Landlord's Insurance Costs. Tenant agrees to pay to
      Landlord any increase in premiums for Landlord's insurance policies
      resulting from Tenant's use or occupancy of the Premises.

            (g) Failure to Maintain Insurance. Any failure of Tenant to obtain
      and maintain the insurance policies and coverages required hereunder or
      failure by Tenant to meet any of the insurance requirements of this Lease
      shall constitute a material breach hereof, and such failure shall entitle
      Landlord to pursue, exercise or obtain any of the remedies provided for in
      Paragraph 13, and Tenant shall be solely responsible for any loss suffered
      by Landlord as a result of such failure. In the event of failure by Tenant
      to maintain the insurance policies and coverages required by this Lease or
      to meet any of the insurance requirements of this Lease, Landlord, at its
      option, and without relieving Tenant of its obligations hereunder, may
      obtain said insurance policies and coverages or perform any other
      insurance obligation of Tenant, but all costs and expenses incurred by
      Landlord in obtaining such insurance or performing Tenant's insurance
      obligations shall be reimbursed by Tenant to Landlord, together with
      interest on same from the date any such cost or expense was paid by
      Landlord until reimbursed by Tenant, at the rate of interest provided to
      be paid on judgments, by the law of the jurisdiction to which the
      interpretation of this Lease is subject.

      11.   FIRE OR CASUALTY. In the event that(a) the Premises or the
Building should be so damaged by fire or other casualty that rebuilding or
repairs cannot be completed within one (1) year after the date of

                                       13
<PAGE>

commencement of reconstruction, as determined by Landlord, or (b) the Premises
shall be so damaged during the last two (2) years of the Lease Term to the
extent that more than thirty percent (30%) of the area thereof is rendered
untenantable, Landlord may at its option terminate this Lease within ninety (90)
days after such damage by giving written notice to Tenant, in which event rent
shall be abated effective with the date of such damage. If, following any such
casualty, Landlord does not terminate this Lease, or in the event of casualty
damage of a lesser extent to the Building, Landlord shall, following receipt of
insurance proceeds if such proceeds are made available to Landlord by the holder
of any mortgage encumbering the Project or the Building, rebuild or repair the
Premises or the Building to substantially the same condition in which they were
immediately prior to the happening of the fire or other casualty, except that
Landlord shall not be required to (i) spend more than the amount of insurance
proceeds actually received, or (ii) rebuild, repair or replace any part of the
furniture, equipment, fixtures and other personal property which may have been
placed by Tenant or other tenants within the Building or the Premises. Landlord
shall allow Tenant a fair diminution of rental during the time the Premises are
unfit for occupancy, and at Landlord's option, the Lease Term shall be extended
for a period equal to the period that the Premises are unfit for occupancy.

      12.   CONDEMNATION. In the event that the Premises or the Building or any
part thereof shall be taken for public use or condemned under eminent domain or
conveyed under threat of such a taking or condemnation, or access to the
Premises precluded by any such event, either Landlord or Tenant may cancel and
terminate this Lease as it affects the portion of the Premises taken, or the
portion to which access is precluded, by giving notice to the other within ten
(10) days after the date on which title to the property taken vests in the
condemnor. Notwithstanding the foregoing, Tenant may not terminate this Lease
pursuant to the preceding sentence as a result of the condemnation of the
Building or any part thereof unless such condemnation materially affects
Tenant's use of or access to the Premises. If this Lease is not terminated as to
all of the Premises following any of said actual takings or conveyances of any
part of the Premises, then Landlord shall, to the extent of an equitable
proportion of the award for the portion of the Premises taken (excluding any
award for land) and to the extent such award is made available to Landlord from
the holder of any mortgage encumbering the Project or the Building, make such
repairs to the Premises as are necessary to constitute a complete architectural
and tenantable unit. In the event of a partial taking or conveyance of the
Premises, Landlord shall allow Tenant a fair diminution of rental. Tenant shall
not be entitled to claim, or have paid to Tenant, any compensation or damages
whatsoever for or on account of any taking or conveyance of any right, interest
or estate of Tenant under this Lease, and Tenant hereby relinquishes and assigns
to Landlord any rights to any such compensation or damages. Tenant does not
hereby waive or release claims for moving expenses, inconvenience or business
interruption related to a condemnation of the Premises, but any such claim shall
be asserted, if at all, in a proceeding independent of Landlord's primary
condemnation suit.

      13.   DEFAULT AND REMEDIES.

            (a) Events of Default. The following events shall be deemed to be
      events of default (herein so called) by Tenant under this Lease: (i)
      Tenant shall fail to pay within five (5) days of the due date Basic
      Rental, Additional Rental or any other rental or sums payable by Tenant
      hereunder; (ii) Tenant shall fail to comply with or observe any other
      provision of this Lease and such failure shall continue for ten (10) days
      after written notice to Tenant (or, in the case of Tenant's failure to

                                       14
<PAGE>

      comply with or observe any other single provision of this Lease more than
      three (3) times during the Lease Term, upon the occurrence of the fourth
      and all subsequent such failures, without notice from Landlord); (iii)
      Tenant or any guarantor of Tenant's obligations hereunder shall make a
      general assignment for the benefit of creditors; (iv) any petition shall
      be filed by or against Tenant or any guarantor of Tenant's obligations
      hereunder under the United States Bankruptcy Code, as amended, or under
      any similar law or statute of the United States or any state thereof, and
      such petition shall not be dismissed within forty-five (45) days of
      filing, or Tenant or any guarantor of Tenant's obligations hereunder shall
      be adjudged bankrupt or insolvent in proceedings filed thereunder; (v) a
      receiver or trustee shall be appointed for all or substantially all of the
      assets of Tenant or any guarantor of Tenant's obligations hereunder, and
      such appointment shall not be vacated or otherwise terminated, and the
      action in which such appointment was ordered dismissed, within forty-five
      (45) days of filing; (vi) Tenant shall fail to take possession of or shall
      desert, abandon or vacate the Premises; (vii) the death or dissolution of
      any guarantor; (viii) the occurrence of an event described in clauses (iv)
      or (v) of this Paragraph 13 (a) (without regard to any cure periods
      contained therein) and the failure thereafter of Tenant (A) to timely and
      fully make any payment of rent or any other sum of money due hereunder or
      (B) to perform or observe any other covenant, condition or agreement to be
      performed or observed by it hereunder; or (ix) the breach of any guarantee
      of this Lease.

            (b) Remedies. Upon the occurrence of any event of default specified
      in this Lease, Landlord shall have the option to pursue any one or more of
      the following remedies without any notice or demand whatsoever and without
      releasing Tenant from any obligation under this Lease:

                  (i) Landlord may enter the Premises without terminating this
            Lease and perform any covenant or agreement or cure any condition
            creating or giving rise to an event of default under this Lease and
            Tenant shall pay to Landlord on demand, as additional rent, the
            amount expended by Landlord in performing such covenants or
            agreements or satisfying or observing such condition. Landlord or
            its agents or employees shall have the right to enter the Premises,
            and such entry and such performance shall not terminate this Lease
            or constitute an eviction of Tenant.

                  (ii) Landlord may terminate this Lease by written notice to
            Tenant (and not otherwise) or Landlord may terminate Tenant's right
            of possession without terminating this Lease. In either of such
            events Tenant shall surrender possession of and vacate the Premises
            immediately and deliver possession thereof to Landlord, and Tenant
            hereby grants to Landlord full and free license to enter the
            Premises, in whole or in part, with or without process of law and to
            expel or remove Tenant and any other person, firm or corporation who
            may be occupying the Premises or any part thereof and remove any and
            all property therefrom, using such lawful force as may be necessary.

                  (iii) In the event Landlord elects to re-enter or take
            possession of the Premises after Tenant's default, with or without
            terminating this Lease, Landlord may change or pick locks or alter
            security devices and lock out, expel or remove Tenant and any other
            person who may be occupying all or any part of the Premises without
            being liable for any claim

                                       15
<PAGE>

            for damages. Notwithstanding anything to the contrary contained
            herein or in Section 93.002 of the Texas Property Code, Landlord may
            exercise any and all of its rights or remedies under this Lease
            following an event of default by Tenant without compliance with
            Section 93.002 of the Texas Property Code, the benefits of which are
            hereby expressly waived by Tenant.

                  (iv) If Landlord elects to re-enter or take possession of the
            Premises without terminating this Lease, then Tenant shall be liable
            for and shall pay to Landlord all Basic Rental and any other amounts
            of money due to Landlord hereunder as of the date of such election.
            Tenant shall also pay to Landlord all Basic Rental required to be
            paid by Tenant during the remainder of the Lease Term as such
            amounts become due, diminished by any net sums received by Landlord,
            if any, through reletting the Premises during said period (after
            deducting all expenses incurred by Landlord in connection with any
            reletting of the Premises). Landlord is not obligated to relet the
            Premises, and if no reletting occurs, Tenant shall be responsible
            for the full amounts due. If Landlord elects to relet, Landlord
            shall have the sole and unfettered right to relet all or any part of
            the Premises for such rent and upon such terms as shall be
            satisfactory to Landlord (including but not limited to the right to
            relet the Premises for a term shorter or longer than that remaining
            under this Lease, the right to relet the Premises as a part of a
            larger area and the right to change the character or use made of the
            Premises). Tenant shall not in any event be entitled to any sums
            collected in connection with a reletting of the Premises that exceed
            the amount of Basic Rental and other sums of money due hereunder.
            Landlord shall not be required to wait until the expiration of the
            Lease Term in order to collect any such deficiencies, and shall have
            the right to file suit from time to time, on one or more occasions,
            to collect the deficiencies then due. Any such suit shall not
            prejudice in any way the right of Landlord to bring similar actions
            for any subsequent deficiency or deficiencies.

                  (v) Notwithstanding any prior election by Landlord to not
            terminate this Lease, Landlord may at any time, including subsequent
            to any re-entry or taking of possession of the Premises as allowed
            hereinabove, elect to terminate this Lease. Tenant shall be liable
            for and shall immediately pay to Landlord the amount of all Basic
            Rental and other sums of money due under this Lease as may have
            accrued as of the date of termination. Tenant shall also immediately
            pay to Landlord, as agreed and liquidated damages, an amount of
            money equal to the Basic Rental and other amounts due for the
            remaining portion of the Lease Term (had such term not been
            terminated by Landlord prior to the expiration of the Lease Term),
            less the fair rental value of the Premises for the residue of the
            Lease Term, both discounted to their present value based upon an
            interest rate of eight percent (8%) per annum. In determining fair
            rental value, Landlord shall be entitled to take into account the
            time and expenses necessary to obtain a replacement tenant or
            tenants, including anticipated expenses hereinafter described
            relating to recovery, preparation and reletting of the Premises;
            provided, however, the parties hereto stipulate and agree that the
            fair rental value shall never be deemed to exceed eighty-five
            percent (85%) of the Basic Rental provided for herein for said
            residual period. If Landlord elects to relet the Premises, or any
            portion thereof, before presentation of proof of such liquidated
            damages, the amount of

                                       16
<PAGE>

            rent reserved upon such reletting shall be deemed prima facie
            evidence of the fair rental value of the portion of the Premises so
            relet.

                  (vi) In addition to any sum provided to be paid above, Tenant
            shall also be liable for and shall immediately pay to Landlord all
            broker's fees incurred by Landlord in connection with any reletting
            of the whole or any part of the Premises, the costs of removing and
            storing Tenant's or any other occupant's property, the cost of
            repairing, altering, remodeling, renovating or otherwise putting the
            Premises into a condition acceptable to a new tenant or tenants, the
            cost of removal and replacement of signage and all reasonable
            expenses by Landlord in enforcing Landlord's remedies, including
            reasonable attorneys' fees.

                  (vii) Landlord may apply Tenant's Security Deposit to the
            extent necessary to make good any rent arrearage, to pay the cost of
            remedying Tenant's default or to reimburse Landlord for expenditures
            made or damages suffered as a consequence of Tenant's default.
            Following any such application of the Security Deposit, Tenant shall
            pay to Landlord on demand the amount so applied in order to restore
            the Security Deposit to its original amount.

                   (viii) Nothing contained in this Paragraph 13(b) shall be
            construed as imposing any enforceable duty upon Landlord to relet
            the Premises or otherwise mitigate or minimize Landlord's damages by
            virtue of Tenant's default. Landlord shall not be liable in any
            manner, nor shall Tenant's obligations hereunder be diminished, by
            the failure of Landlord to relet the Premises, or in the event of
            reletting to collect rent.

            (c) Effect of Suit or Partial Collection. Institution of a forcible
      detainer action to re-enter the Premises shall not be construed to be an
      election by Landlord to terminate this Lease. Landlord may collect and
      receive any rent due from Tenant and the payment thereof shall not
      constitute a waiver of or affect any notice or demand given, suit
      instituted or judgment obtained by Landlord, or be held to waive or alter
      the rights or remedies which Landlord may have at law or in equity or by
      virtue of this Lease at the time of such payment.

            (d) Remedies Cumulative. All rights and remedies of Landlord herein
      or existing at law or in equity are cumulative and the exercise of one or
      more rights or remedies shall not be taken to exclude or waive the right
      to the exercise of any other.

            (e) Notice to Mortgagees. If Landlord defaults under this Lease and,
      if as a consequence of such default, Tenant will have the right to
      terminate this Lease, Tenant will not exercise such right to terminate
      unless and until (i) Tenant gives notice of such default (specifying the
      exact nature of such default and how such default may be remedied) to any
      lessor under a ground lease or any mortgagee of the Building, and (ii)
      such lessor and/or mortgagee fails to cure, or to cause to be cured, such
      default within thirty (30) days after such lessor's or mortgagee's receipt
      of notice.

                                       17
<PAGE>

      14.   SURRENDER OF PREMISES.

            (a) Surrender. Upon the Expiration Date or earlier termination of
      this Lease, Tenant shall peaceably surrender to Landlord the Premises,
      including the alterations, improvements and changes (except as provided in
      Paragraph 14(b) other than Tenant's fixtures remaining the property of
      Tenant, broom-clean and in the condition the same were in on the
      Commencement Date, subject only to (i) ordinary and customary wear and
      tear, and (ii) damage resulting from a fire or other casualty not caused
      by the act or omission of Tenant or Tenant's agents, contractors or
      employees.

            (b) Removal of Alterations and Tenant's Property.

                  (i) Notwithstanding anything in this Lease to the contrary,
            all permanent or built-in fixtures or improvements and all
            mechanical, electrical and plumbing equipment in the Premises shall
            be the property of Landlord upon the termination of this Lease.
            Except as otherwise provided, all furnishings, equipment, furniture,
            trade fixtures and other removable equipment installed in the
            Premises by Tenant paid for by Tenant shall remain the property of
            Tenant and shall be removed by Tenant upon the expiration or
            termination of this Lease. Tenant shall repair any damage caused by
            such removal.

                  (ii) If any furnishings, equipment, furniture, trade fixtures
            or other removable equipment are not removed within five (5)
            business days after the expiration of this Lease, then Tenant hereby
            grants to Landlord the option, exercisable at any time thereafter
            without the requirement of any notice to Tenant, (A) to treat such
            property, or any portion thereof, as being abandoned by Tenant to
            Landlord, whereupon Landlord shall be deemed to have full rights of
            ownership thereof; (B) to elect to remove and store such property,
            or any portion thereof, on Tenant's behalf (but without assuming any
            liability to any person) and at Tenant's sole cost and expense, with
            reimbursement therefor to be made to Landlord upon demand; and/or
            (C) to seize, give away, donate or dispose of as trash or refuse any
            or all of such property without any responsibility to deliver to
            Tenant any proceeds therefrom. If (a) Landlord elects not to
            exercise its contractual and/or statutory lien rights covering
            Tenant's property as may be granted herein, (b) Tenant ceases to
            occupy the Premises, or its rights to occupy the Premises are
            terminated by Landlord, prior to Landlord's termination or the
            expiration of this Lease, and (c) any of Tenant's furnishings,
            equipment, furniture, trade fixtures or other removable equipment
            are not removed within five (5) business days thereafter, then
            Tenant hereby grants to Landlord the option, exercisable at any time
            thereafter without the requirement of notice to Tenant, (x) to treat
            such property, or any portion thereof, as being abandoned by Tenant
            to Landlord, whereupon Landlord shall be deemed to have full rights
            of ownership thereof; (y) to elect to remove and store such
            property, or any portion thereof, on Tenant's behalf (but without
            assuming any liability to any person) and at Tenant's sole cost and
            expense, with reimbursement therefor to be made to Landlord upon
            demand; and/or (z) to sell, give away, donate or dispose of as trash
            or refuse any or all of such property without responsibility to
            deliver to Tenant any proceeds therefrom. Landlord shall have no
            liability of any kind whatsoever to Tenant in respect of the
            exercise or failure to exercise the options set forth in this
            Paragraph 14(b). Specifically,

                                       18
<PAGE>

            Tenant shall not have the right to assert against Landlord a claim
            either for the value, or the use, of any such property, either as an
            offset against any amount of money owing to Landlord or otherwise.
            The provisions of this Paragraph 14(b) shall supersede the
            provisions of Section 93.002(d) and (e) of the Texas Property Code,
            as such may be amended from time to time, and any other law which
            purports to restrict the options granted to Landlord herein.

      15. HOLDING OVER. If Tenant remains in possession of the Premises after
the expiration of the tenancy created hereunder and without the execution of a
new lease, Tenant shall be deemed to be occupying the Premises as a tenant at
will and subject to all of the provisions of this Lease except those relating to
term and except that the Basic Rental and Additional Rental shall be double the
amount payable during the last month of the Lease Term (without waiver of
Landlord's right to recover damages as permitted by this Lease or by law). Said
tenancy may be terminated by Landlord or Tenant by giving written notice to the
other at any time. Landlord's acceptance during any such holdover period of
Basic Rental and/or Additional Rental payments from Tenant of less than the full
amounts to which Landlord is entitled under this Paragraph 15 shall not be
deemed to constitute a waiver of Landlord's right to later collect from Tenant
the difference between the amounts actually paid by Tenant and the full amounts
due hereunder.

      16. MORTGAGES. This Lease shall be subordinate to all deeds of trust and
ground leases now or hereafter encumbering the Building, and all refinancings,
replacements, renewals, modifications, extensions or consolidations thereof.
Tenant agrees to attorn to any mortgagee, ground lessor, trustee under a deed of
trust or purchaser at a foreclosure sale or trustee's sale as Landlord under
this Lease. Tenant covenants and agrees that Tenant shall within five (5) days
after Landlord's request, execute in recordable form and deliver to Landlord
whatever instruments may be required to acknowledge and further evidence the
subordination of this Lease and/or the attornment by Tenant to such mortgagee,
ground lessor, trustee or purchaser. If within five (5) business days after
submission of any such instrument, Tenant fails to execute the same, Landlord is
hereby authorized to execute the same as attorney-in-fact for Tenant. Any holder
of a deed of trust covering all or any part of the Building may at any time
elect to have this Lease have priority over its deed of trust by executing
unilaterally an instrument of subordination or placing a clause of such
subordination in any pleadings or in its deed of trust and recording the same.

      17. CERTAIN RIGHTS RESERVED BY LANDLORD. Landlord shall have the following
rights:

            (a) Common and Service Area Alterations. To decorate and to make
      repairs, alterations, additions, changes or improvements, whether
      structural or otherwise, in, about or on the exterior of the Building, or
      any part thereof, and to change, alter, relocate, remove or replace
      Service Areas and/or Common Areas; to place, inspect, repair and replace
      in the Premises (below floors, above ceilings or next to columns) utility
      lines, pipes, cables and the like to serve other areas of the Building
      outside the Premises; and to otherwise alter or modify the Project, and
      for such purposes to enter upon the Premises and, during the continuance
      of any such work, to take such measures, for safety or for the expediting
      of such work as may be required, in Landlord's judgment, all without
      affecting any of Tenant's obligations hereunder, provided Landlord's
      entries

                                       19

<PAGE>

      in the Premises shall be subject to the terms of Paragraph 19(1).

            (b) Parking. To permit Tenant and its employees to use the parking
      facilities associated with the Building only in accordance with, rules and
      regulations promulgated from time to time by Landlord and/or the operator
      of the parking facilities and at such charges as then may be in effect;
      and to prohibit Tenant and its employees to use any on site surface
      parking spaces within the Project designated for visitors, occupants of
      the Building, or otherwise. The number of parking spaces available for
      Tenant's use shall not exceed one (1) space for every three hundred
      thirty-three (333) square feet of Rentable Area in the Premises. Parking
      spaces will be unassigned, provided that Landlord may at any time assign
      parking spaces. Landlord shall not be obligated to control any
      unauthorized parking in any reserved or assigned parking spaces of Tenant.
      Tenant shall, if requested by Landlord, furnish to Landlord a complete
      list of the license plate numbers of all vehicles operated by Tenant and
      Tenant's employees and agents. Landlord shall not be liable for any damage
      of any nature whatsoever to, or any theft of, vehicles, or contents
      therein, in or about such parking facility. If, for any reason, Landlord
      fails or is unable to provide, or Tenant is not permitted to use, all or
      any portion of the parking spaces to which Tenant is entitled hereunder,
      then Tenant's obligation to pay for such spaces, if any, shall be abated
      for so long as Tenant does not have the use thereof; this abatement shall
      be in full settlement of all claims that Tenant might otherwise have
      against Landlord because of Landlord's failure or inability to provide
      Tenant with such parking spaces.

            (c) Rules and Regulations. To establish and amend from time to time
      rules and regulations governing all tenants' use and occupancy of the
      Building, provided that in the event of a conflict between those rules and
      this Lease, this Lease shall control. The rules and regulations now
      enforced by Landlord are available upon request.

            (d) Food Preparation. To prohibit the preparation of food within the
      Premises for commercial purposes or the placing of vending or dispensing
      machines of any kind in or about the Premises if such vending or
      dispensing machines are available to the general public.

            (e) Signs. To prohibit all signs, posters, advertisements, or
      notices from being painted or affixed on any of the windows, or doors, or
      any other part of the Building, except of such color, size, and style, and
      in such places as shall be first approved in writing by Landlord.

            (f) Security Measures. To take all such reasonable measures as
      Landlord may deem advisable for the security of the Building and its
      occupants. LANDLORD, HOWEVER, SHALL HAVE NO LIABILITY TO TENANT OR ITS
      EMPLOYEES, AGENTS, INVITEES OR LICENSEES FOR LOSS OF PROPERTY OR PERSONAL
      INJURY EXCEPT TO THE EXTENT CAUSED BY LANDLORD'S GROSS NEGLIGENCE OR
      WILLFUL MISCONDUCT. Tenant shall cooperate fully in Landlord's efforts to
      maintain security in the Building and shall follow all regulations
      promulgated by Landlord with respect thereto.

            (g) Right To Relocate Tenant. At any time after the execution of
      this Lease and on thirty (30) days prior written notice, Landlord may
      substitute for the Premises other premises in the

                                       20

<PAGE>

      Building (the "New Premises"), in which event the New Premises shall be
      deemed to be the Premises for all purposes hereunder, provided: (i) the
      New Premises shall be similar in area, finish and appropriateness for the
      Permitted Use; (ii) the Basic Rental and other rentals payable under this
      Lease shall remain the same; and (iii) reasonable out-of-pocket costs in
      connection with relocation to the New Premises shall be reimbursed by
      Landlord after receipt of third party invoices therefor.

      18. HAZARDOUS MATERIAL; INDEMNITY.

            (a) Indemnity. For purposes of this Paragraph 18, the Project shall
      be referred to as the "Property". Tenant shall not cause or permit any
      Hazardous Material (as hereinafter defined) to be brought upon, kept or
      used in or about the Premises or the Property by Tenant or its agents,
      employees, contractors or invitees without the prior written consent of
      Landlord (which Landlord shall not unreasonably withhold as long as Tenant
      demonstrates to Landlord reasonable satisfaction that such Hazardous
      Material is necessary or useful to Tenant's business and will be used,
      kept and stored in a manner that complies with all laws regulating any
      such Hazardous Material so brought upon or used or kept in or about the
      Premises or the Property). If Tenant breaches the obligations stated in
      the preceding sentence, or if the presence of Hazardous Material on the
      Premises or the Property caused or permitted by Tenant results in
      contamination of the Premises or the Property, or if contamination of the
      Premises or the Property by Hazardous Material otherwise occurs for which
      Tenant is legally liable to Landlord for damage resulting therefrom, then
      Tenant shall indemnify, defend and hold Landlord harmless from any and all
      claims, judgments, damages, penalties, fines, costs, liabilities or
      losses, including, without limitation, diminution in value of the Premises
      or the Property, damages, penalties, fines, costs, liabilities or losses
      (including, without limitation, restriction on use of rentable or usable
      space or of any amenity of the Premises or the Properly, damages arising
      from any adverse impact on marketing of space, and sums paid in settlement
      of claims, attorneys' fees, consultant fees and expert fees) which arise
      during or after the Lease Term as a result of such contamination. This
      indemnification of Landlord by Tenant includes, without limitation, costs
      incurred in connection with any investigation of site conditions or any
      clean up, remedial, removal or restoration work required by any federal,
      state or local governmental agency or political subdivision because of
      Hazardous Material present in the soil or ground water on or under the
      Premises or the Property. Without limiting the foregoing, if the presence
      of any Hazardous Material on the Premises or the Property caused or
      permitted by Tenant results in any contamination of the Premises or the
      Property, Tenant shall promptly take all actions at its sole expense as
      are necessary to return the Premises or the Property to the condition
      existing prior to the introduction of any such Hazardous Material to the
      Premises or the Property; provided that Landlord's approval of such
      actions shall first be obtained, which approval shall not be unreasonably
      withheld so long as such actions would not potentially have any material
      adverse long-term or short-term effect on the Premises or the Property.
      The indemnification of Landlord by Tenant contained in this Paragraph 18
      shall survive the expiration or earlier termination of this Lease.

            (b) Definition. As used herein, the term "Hazardous Material" means
      any hazardous or toxic substance, material or waste which is or becomes
      regulated by any local governmental

                                       21

<PAGE>

      authority, the State of Texas or the United States Government, including,
      but not limited to, any material or substance that is (i) petroleum, (ii)
      asbestos, (iii) designated as a "hazardous substance" pursuant to Section
      311 of the Water Pollution Control Act (33 U.S.C. Section 1321), (iv)
      defined as a "hazardous waste" pursuant to Section 1004 of the Resource
      Conservation and Recovery Act, 42 U.S.C. Section 6901, (v) defined as a
      "hazardous substances" pursuant to Section 101 of the Comprehensive
      Environmental Response, Compensation and Liability Act, 42 U.S.C. Section
      9601, or (vi) defined as a "regulated substance" pursuant to Subchapter
      IX, Solid Waste Disposal Act, 42 U.S.C. Section 6991.

      19. MISCELLANEOUS.

            (a) Time Is of the Essence. The time of the performance of all of
      the covenants, conditions and agreements of this Lease is of the essence.

            (b) Force Majeure. If either Landlord or Tenant is prevented or
      hindered from timely satisfying any provisions set forth herein because of
      a shortage of or inability to obtain materials or equipment, strikes or
      other labor difficulties, governmental restrictions, casualties or any
      other cause beyond such party's reasonable control, such party shall be
      permitted an extension of time of performance by the number of days during
      which such performance was prevented or hindered; provided, however, that
      this paragraph shall not apply to the payment of rent or other monies by
      Landlord or Tenant, nor shall the provisions of this paragraph postpone
      the date that rent is payable pursuant to this Lease, except as expressly
      provided to the contrary in the Construction Agreement (if any) entered
      into pursuant to Paragraph 4.

            (c) No Personal Liability of Landlord. If Landlord shall fail to
      perform any covenant term or condition of this Lease and, as a
      consequence, if Tenant shall recover a money judgment against Landlord,
      such judgment shall be satisfied only out of the proceeds received at a
      judicial sale upon execution and levy against the right, title and
      interest of Landlord in the Building and in the rents or other income from
      the Building receivable by Landlord, and neither Landlord nor Landlord's
      affiliated companies nor their respective owners, partners, venturers,
      shareholders, directors or officers shall have any personal, corporate or
      other liability hereunder.

            (d) Quiet Enjoyment. Landlord hereby covenants and agrees that if
      Tenant shall perform all of the covenants and agreements herein stipulated
      to be performed on Tenant's part, Tenant shall at all times during the
      continuance hereof have peaceable and quiet enjoyment and possession of
      the Premises without hindrance from Landlord or any person or persons
      lawfully claiming the Premises by or through Landlord, subject, however,
      to the terms of this Lease and to all mortgages, ground leases, deeds of
      trust, leases and agreements to which this Lease is subordinate.

            (e) Entire Agreement and Amendments. This Lease is the only
      agreement between the parties hereto and their representatives and agents.
      There are no representations or warranties between the parties other than
      the representations and warranties contained in this document. No
      agreement shall be effective to change, modify or terminate this Lease in
      whole or in part unless

                                       22

<PAGE>

      such agreement is in writing and duly signed by the party against whom
      enforcement of such change, modification or termination is sought.

            (f) Interpretation. The necessary grammatical changes required to
      make the provisions of this Lease apply in the plural sense where there is
      more than one Tenant and to either corporations, associations,
      partnerships or individuals, male or female, shall in all instances be
      assumed as though in each case fully expressed. The laws of the State of
      Texas shall govern the validity, performance and enforcement of this
      Lease. All obligations hereunder are performable in Tarrant County, Texas.
      If this Lease is executed by more than one person or entity as "Tenant",
      each such person or entity executing this Lease as Tenant shall be jointly
      and severally bound and liable hereunder.

            (g) Severability. No provision of this Lease shall be construed or
      interpreted in any manner which would render such provision invalid. If
      any provision of this Lease is held to be invalid, such invalid provision
      shall be deemed to be severable from and shall not affect the validity of
      the remainder of this Lease.

            (h) Terms Binding. Subject to the limitations on subletting and
      assignment set forth in this Lease, all covenants, promises, conditions,
      representations and agreements herein contained shall be binding upon and
      apply and inure to the benefit of the parties hereto and their respective
      heirs, executors, administrators, successors and assigns.

            (i) Estoppel Certificates. Within five (5) days after request by
      Landlord, Tenant agrees to execute and deliver to Landlord estoppel or
      offset letters as required by Landlord or by Landlord's lenders. The
      letters shall certify the date of this Lease and any amendments, that
      Landlord is not in default of any of the terms and provisions of this
      Lease or specifying the provisions as to which Landlord is in default if
      Landlord shall be in default, that Landlord has performed all inducements
      required of Landlord in connection with this Lease, including any
      construction obligations, specifying any inducements which have not been
      fulfilled by Landlord, the date to which rent has been paid, and any other
      matters which Landlord or its lenders may reasonably require. Tenant's
      failure to deliver such letters to Landlord within said five (5) day
      period will be conclusive evidence of the matters set forth therein.
      Tenant further agrees to furnish to Landlord from time to time when
      requested by Landlord a letter of acceptance in conformity with any
      requirements made by any existing or proposed lenders.

            (j) Late Payment Charge and Interest Payable. Landlord may impose a
      late payment charge equal to five percent (5%) of any amount due if not
      paid within five (5) days from the date required to be paid hereunder. In
      addition, any payment due under this Lease not paid within ten (10) days
      after the date herein specified to be paid shall bear interest from the
      date such payment is due to the date of actual payment at the rate of
      eighteen percent (18%) per annum or the highest lawful rate of interest
      permitted by Texas or federal law, whichever rate of interest is lower.

            (k) Security Deposit. Tenant shall deposit with Landlord the amount
      shown in Paragraph 1 (e) above as a Security Deposit contemporaneously
      with the execution hereof.

                                       23

<PAGE>

      Landlord shall hold Tenant's Security Deposit without interest, and the
      same shall not be considered prepaid rent or a measure of Landlord's
      damages in case of default by Tenant. The remaining balance of the
      Security Deposit (after application of any part thereof in accordance with
      Paragraph 13(b) or for necessary repairs to the Premises) shall be
      refundable to Tenant within thirty (30) days after the expiration or
      earlier termination of this Lease.

            (l) Access to Premises. Tenant agrees that Landlord and its agents
      may enter the Premises for the purpose of inspecting and making such
      repairs (structural or otherwise), additions, improvements, changes or
      alterations to the Premises or the Building as may be permitted or
      required under this Lease or as Landlord may elect, and to exhibit the
      same to prospective purchasers, mortgagees or tenants. In the event of any
      such repairs, additions, improvements, changes or alterations, Tenant
      shall cooperate with Landlord to facilitate Landlord's efforts. Landlord's
      entries in the Premises shall be preceded by reasonable notice (except in
      the case of an emergency) and shall not unreasonably interfere with
      Tenant's use and occupancy of the Premises for the Permitted Use.

            (m) Notices. Notices hereunder must be hand-delivered or sent by
      nationally recognized overnight courier or by certified mail, return
      receipt requested, postage prepaid, addressed, if to Landlord, at Suite
      247, N.E. Loop 820, North Richland Hills, Texas 76180, and if to Tenant,
      at the address specified for Tenant in Paragraph 1(a) above prior to the
      Commencement Date and to the Premises thereafter, or to such other address
      as may be specified by written notice actually received by the other
      party. Notice shall be deemed given upon tender of delivery (in the case
      of a hand delivered notice) or upon posting of same with the overnight
      courier service or in an official depository of the United States Postal
      Service (in the case of a certified or registered letter), provided that
      no notice of either party's change of address shall be effective until
      fifteen (15) days after the addressee's actual receipt thereof.

            (n) Acceptance of Premises and Building by Tenant. LANDLORD HEREBY
      DISCLAIMS ANY EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY THAT THE
      PREMISES ARE SUITABLE FOR TENANT'S INTENDED PURPOSE OR USE. THE TAKING OF
      POSSESSION BY TENANT SHALL BE CONCLUSIVE EVIDENCE THAT TENANT:

                  (I) ACCEPTS THE PREMISES AS SUITABLE FOR THE PURPOSES FOR
            WHICH THEY WERE LEASED;

                  (II) ACCEPTS THE BUILDING AND EVERY PART AND APPURTENANCE
            THEREOF AS BEING IN GOOD AND SATISFACTORY CONDITION; AND

                  (III) WAIVES ANY DEFECTS IN THE PREMISES AND ITS APPURTENANCES
            EXISTING NOW OR IN THE FUTURE, EXCEPT THAT TENANT'S TAKING OF
            POSSESSION SHALL NOT BE DEEMED TO WAIVE LANDLORD'S COMPLETION OF
            MINOR FINISH WORK ITEMS THAT DO NOT

                                       24

<PAGE>

            INTERFERE WITH TENANT'S OCCUPANCY OF THE PREMISES.

      TENANT ACKNOWLEDGES THE DISCLAIMER BY LANDLORD SET FORTH HEREIN AND WAIVES
      ALL CLAIMS BASED ON ANY IMPLIED WARRANTY OF SUITABILITY. FURTHERMORE,
      TENANT CONFIRMS THAT ITS OBLIGATIONS TO PAY BASIC RENTAL, ADDITIONAL
      RENTAL AND OTHER AMOUNTS OF MONEY DUE TO LANDLORD HEREUNDER ARE NOT
      DEPENDENT ON THE CONDITION OF THE PREMISES OR THE BUILDING, THE COMPLETION
      OF ANY MINOR FINISH WORK ITEMS OR THE PERFORMANCE BY LANDLORD OF ITS
      OBLIGATIONS HEREUNDER. TENANT SHALL CONTINUE TO PAY BASIC RENTAL,
      ADDITIONAL RENTAL AND OTHER AMOUNTS OF MONEY DUE TO LANDLORD HEREUNDER,
      WITHOUT ABATEMENT, SETOFF OR DEDUCTION, NOTWITHSTANDING ANY BREACH OR
      ALLEGED BREACH BY LANDLORD OF ITS OBLIGATIONS HEREUNDER.

            (o) Building Name. Landlord shall have the exclusive right at all
      times during the Lease Term to change, modify, add to or otherwise alter
      the name of the Building, and Landlord shall not be liable for claims or
      damages of any kind which may be attributed thereto or result therefrom.

            (p) Landlord's Lien. In addition to the statutory landlord's lien,
      if any, Landlord shall have at all times a valid security interest to
      secure payment of all rentals and other sums of money becoming due
      hereunder from Tenant, and to secure payment of any damage or loss which
      Landlord may suffer by reason of the breach by Tenant of any covenant,
      agreement or condition contained herein, upon all goods, wares, equipment,
      fixtures, furniture, improvements and other personal property of Tenant
      presently or which may hereafter be situated in the Premises and all
      proceeds therefrom (including proceeds of insurance), and such properly
      shall not be removed therefrom without the consent of Landlord until all
      arrearages in rent as well as any and all other sums of money then due to
      Landlord hereunder shall first have been paid and discharged and all the
      covenants, agreements and conditions hereof have been fully complied with
      and performed by Tenant. Upon the occurrence of an event of default by
      Tenant, Landlord may, in addition to any other remedies provided herein,
      enter upon the Premises and take possession of any and all goods, wares,
      equipment, fixtures, furniture, improvements and other personal property
      of Tenant situated in the Premises, without liability for trespass or
      conversion, and sell the same at public or private sale, with or without
      having such property at the sale, after giving Tenant reasonable notice of
      the time and place of any public sale or of the time after which any
      private sale is to be made, at which sale(s) Landlord or its assigns may
      purchase unless otherwise prohibited by law. Unless otherwise provided by
      law, and without intending to exclude any other manner of giving Tenant
      reasonable notice, the requirement of reasonable notice shall be met if
      such notice is given at least five (5) days before the time of sale. Such
      notice shall be deemed to be delivered if personally delivered or when
      deposited in the United States mail, postage prepaid, certified or
      registered mail (with or without return receipt requested), addressed to
      the parties hereto at the addresses as shown herein, whether or not
      actually received. The proceeds from any such disposition, less any and
      all expenses connected with the taking of possession; holding and selling
      of the property (including reasonable attorneys' fees and other expenses),
      shall be applied as a credit against the indebtedness

                                       25

<PAGE>

      secured by the security interest granted in this paragraph. Any surplus
      shall be paid to Tenant or as otherwise required by law; and Tenant shall
      pay any deficiencies forthwith. Upon request by Landlord, Tenant agrees to
      execute and deliver to Landlord a financing statement in form sufficient
      to perfect the security interest of Landlord in the aforementioned
      property and proceeds thereof under the provisions of the Uniform
      Commercial Code in force in the State of Texas. The statutory lien for
      rent is not hereby waived, the security interest herein granted being in
      addition and supplementary thereto. Landlord shall be entitled to file a
      carbon, photographic or other reproduction of this Lease as a financing
      statement as is permitted under Section 9.402(a) of the Texas Business and
      Commerce Code.

            (q) Authority To Sign Lease. If Tenant is a corporation or a
      partnership (general or limited), each person(s) signing this Lease as an
      officer or partner of Tenant represents to Landlord that such person(s) is
      authorized to execute this Lease without the necessity of obtaining any
      other signature of any other officer or partner, that the execution of
      this Lease has been authorized by the board of directors of the
      corporation or by the partners of the partnership, as the case may be, and
      that this Lease is fully binding on Tenant. Landlord reserves the right to
      request evidence of the approval of this Lease and authorization of
      Tenant's signatories to bind Tenant, which evidence shall be satisfactory
      in form and content to Landlord and its counsel.

            (r) Attorneys' Fees. In the event either party is in default beyond
      any applicable grace or notice period in the performance of any of the
      terms of this Lease and the other party employs an attorney in connection
      therewith, the non-prevailing party agrees to pay the prevailing party's
      reasonable attorneys' fees.

            (s) Execution of Lease. The submission of this Lease for examination
      does not constitute a reservation of or option for the Premises or any
      other space within the Building and shall vest no right in either party.
      This Lease shall become effective only after the full execution and
      delivery hereof by all of the parties hereto and upon the approval by the
      holder of any mortgage encumbering the Project.

            (t) No Attornment. All checks tendered to Landlord as and for the
      Basic Rental and/or Additional Rental required hereunder shall be deemed
      payments for the account of Tenant. Acceptance by Landlord of Basic Rental
      and/or Additional Rental from anyone other than Tenant shall not be deemed
      to operate as an attornment to Landlord by the payor of such Basic Rental
      and/or Additional Rental or as a consent by Landlord to an assignment of
      this Lease or subletting by Tenant of the Premises to such payor, or as a
      modification of any of the provisions of this Lease.

            (u) Applicable Laws. As used herein, the term "Applicable Laws"
      shall mean all laws, statutes, ordinances, regulations, guidelines or
      requirements now in force or hereafter enacted and the requirements of any
      governmental authority having jurisdiction over the Building, board of
      fire underwriters, utility company serving the Building or other similar
      body now or hereafter constituted, relating to or affecting the condition,
      use or occupancy of the Premises, including without limitation, Title III
      of The Americans with Disabilities Act of 1990, all regulations issued

                                       26

<PAGE>

      thereunder, and the Accessibility Guidelines for Buildings and Facilities
      issued pursuant thereto, and the Texas Architectural Barriers Act, as the
      same are in effect on the date of this Lease and as hereafter amended.

            (v) Arms-Length Transaction. This Lease has been entered into by the
      undersigned after arms-length negotiation, with each party acknowledging
      that it and its counsel, if it so chooses, have had an opportunity to
      review this Lease, and therefore, the parties agree that this Lease shall
      not be construed against Landlord on the ground that Landlord's
      representatives prepared this Lease.

            (w) Waiver. No covenant, term or condition or the breach thereof
      will be deemed waived, except by written consent of the party against whom
      the waiver is claimed and any waiver of the breach of any covenant, term
      or condition will not be deemed to be a waiver of any preceding or
      succeeding breach of the same or any other covenant, term or condition.
      Acceptance by Landlord of any performance by Tenant after the time the
      same was due will not constitute a waiver by Landlord of the breach or
      default of any covenant, term or condition unless otherwise expressly
      agreed to by Landlord in writing.

            (x) Computation of Rentable Area.

                  (1) Single Tenant Floor. With respect to a single tenant
            floor, "Rentable Area" will mean the sum of (i) the floor area (in
            square feet) bounded by the inside surfaces of the exterior glass
            walls of the Building, excluding standard openings in the floor slab
            used, for example, for Building stairs, elevator and other shafts
            and vertical ducts (collectively, the "Excluded Spaces"), and (ii)
            an allocation of the floor area of Common Areas and Service Areas
            located in or serving the Building.

                  (2) Multiple Tenant Floor. With respect to a multiple tenant
            floor, "Rentable Area" will mean the sum of (i) the floor area (in
            square feet) bounded by the inside surfaces of the exterior glass
            walls, the outside surfaces of partitions separating the Premises
            from corridors and other Common Areas and Service Areas, and the
            center line of partitions separating the Premises from adjoining
            leasable spaces, less any Excluded Spaces located within such
            boundaries, and (ii) an allocation of the floor area of the Common
            Areas and Service Areas on such floor, and (iii) an allocation of
            the floor area of Common Areas and Service Areas located in or
            serving the Building.

                  (3) Columns and Non-Standard Openings. No deductions will be
            made in either Paragraph 19(x)(1) or Paragraph 19(x)(2) for (i)
            columns and projections necessary to the structural support of the
            Building or (ii) for openings in the floor slab which were made at
            the request of Tenant or to accommodate items installed at the
            request of Tenant.

            (y) Brokers. Landlord and Tenant each represent and warrant to the
      other that it has had no dealings with any real estate broker or agent in
      connection with the negotiation of this Lease, except NONE whose
      commission shall be

                                       27

<PAGE>

      payable by Lessor, and that it knows of no other real estate broker or
      agent who is or might be entitled to a commission in connection with this
      Lease. Landlord and Tenant each agree to indemnify, defend and hold the
      other harmless from all costs and liabilities, including reasonable
      attorney's fees and costs, arising out of or in connection with claims
      made by any other broker or individual who alleges that it is entitled to
      commissions or fees with regard to this Lease as a result of dealings it
      had with the indemnifying party.

            (z) Certificate of Occupancy. It is the Tenants responsibility to
      obtain a Certificate of Occupancy. Tenant may, prior to the commencement
      of the term of this Lease, apply for a Certificate of Occupancy from the
      municipality in which the Premises are located. If Tenant is unable to
      obtain a Certificate of Occupancy prior to the Commencement Date, Tenant
      shall have the right to terminate this Lease by written notice to Landlord
      if Landlord or Tenant is unwilling or unable to cure the defects which
      prevented the issuance of the Certificate of Occupancy. Landlord may, but
      has no obligation to, cure any such defects preventing the issuance of a
      Certificate of Occupancy, including any repairs, installations, or
      replacements of any items which are not presently existing on the
      Premises, or which have not been expressly agreed upon by Landlord in
      writing.

            (aa) Undue Burden. Whenever in this Lease there is imposed upon
      Landlord the obligation to use its best efforts, reasonable efforts or
      diligence, Landlord shall be required to do so only to the extent the same
      is economically feasible and otherwise will not impose upon Landlord
      extreme financial or other business burdens.

            (ab) Exhibits and Riders. The following exhibits and riders are
      attached hereto, incorporated herein and made a part of this Lease for all
      purposes:

                 Exhibit A-1:        Floor Plan of Premises
                 Exhibit A-2:        Property Description
                 Exhibit B:          Certificate of Acceptance of Premises
                 Exhibit C:          Construction Agreement
                 Guaranty:           None

            (ac) Counterparts. This Lease may be executed in several
      counterparts, each of which will be deemed an original, and all of which
      will constitute but one and the same instrument.

20. OTHER PROVISIONS.

      (a) EARLY TERMINATION. Tenant shall have the right to change the
Expiration Date of this Lease to any month end between December 31,2005 and
August 31, 2009 provided that Tenant is not in default of any provision of this
Lease as of the date of the Notice of Early Termination or the actual date of
Early Termination by giving written notice to Landlord of Tenant's election of
Early Termination 90 days prior

                                       28

<PAGE>

to the actual Early Termination date, AND UPON PAYING TO LANDLORD AN EARLY
TERMINATION FEE EQUIVALENT TO 6 MONTHS RENT.

      IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Lease as of the day and year first above written.

                                        LANDLORD:

                                        COCANOUGHER ASSET #1, LTD, a Texas
                                        Limited Partnership

                                        BY: /s/ Robert Cocanougher
                                            ------------------------------------
                                        Name: Robert Cocanougher
                                        Title: Vice President

                                        TENANT:

                                        FUNIMATION PRODUCTIONS, LTD., a  Texas
                                        Limited Partnership
                                        By: FUNimation Productions Management
                                              Company, LLC, its, General Partner

                                        By: /s/ Gen Fukunaga
                                            ------------------------------------
                                        Name: Gen Fukunaga
                                        Title: Manager

                                       29

<PAGE>

                                   EXHIBIT A-1
                             FLOOR PLAN OF PREMISES

                                (To be prepared)

                                       30

<PAGE>

                                   EXHIBIT A-2

                              PROPERTY DESCRIPTION

      Lot 1, Block 17, Snow Heights North Addition to the City of North Richland
Hills, Tarrant County, Texas, according to the Plat recorded in Volume 388-183,
Page 55, Plat Records, Tarrant County, Texas.






                                       31

<PAGE>

                                    EXHIBIT B

                      CERTIFICATE OF ACCEPTANCE OF PREMISES

Re: Office Lease dated the 1st day of August, 2004, between Cocanougher Asset
#1, Ltd. ("Landlord"), and Funimation Productions, Ltd. ("Tenant").

      Landlord and Tenant hereby agree that:

      1. Except for those items shown on the attached "punch list", if any,
Landlord has fully completed any construction work required under the terms of
the Lease.

      2. The Premises are tenantable, the Landlord has no further obligation for
construction (except as specified above), and Tenant acknowledges that both the
Building and the Premises are satisfactory in all respects.

      3. The Commencement Date of the Lease is the ______ day of ________, 2004.

      4. The Expiration Date of the Lease is to be the ____ day of ______, 2009.

      All other terms and conditions of the Lease are hereby ratified and
      acknowledged to be unchanged.

      EXECUTED this 2 day of August, 2004.

TENANT:                                       LANDLORD:
FUNIMATION PRODUCTIONS, LTD                   COCANOUGHER ASSET #1, LTD.
a Texas Limited Partnership                   a Texas Limited Partnership
By: FUNimation Productions Management
      Company, LLC, its, General Partner

By: /s/ Gen Fukunaga                          By: /s/ Robert Cocanougher
    ------------------------------------          ------------------------------
Name: Gen Fukunaga                            Name: Robert Cocanougher
Title: Manager                                Title: Vice President





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<PAGE>

                                    EXHIBIT C

                             CONSTRUCTION AGREEMENT

      This Construction Agreement is executed by and between Cocanougher Asset
#1, Ltd. a Texas Limited Partnership ("Landlord") and Funimation Productions,
Ltd. ("Tenant") in connection with that certain Office Lease (the "Lease")
executed by the parties on even date herewith (the "Effective Date") relating to
the lease by Landlord to Tenant of certain premises known as Suite 400 in the
building located at 6851 N.E. Loop 820, North Richland Hills, Texas. All defined
terms used herein, unless otherwise defined herein, shall have the same meanings
given to such terms in the Lease.

            (a) Construction. Landlord agrees to construct leasehold
      improvements (the "Finish Work") in a good and workmanlike manner in and
      upon the Premises at its sole cost and expense so long as the cost of the
      Finish Work does not exceed $ 7.00 per rentable square foot of the
      Premises (the "Finish Allowance") in accordance with construction drawings
      approved by both Landlord and Tenant ("Final Working Drawings"). The cost
      of all space planning and construction drawings shall be included in the
      cost of the Finish Work and may be paid out of the Finish Allowance, to
      the extent sufficient funds are available for such purpose. In the event
      that the total cost of the Finish Work exceeds the Finish Allowance,
      Tenant may elect to (i) pay such excess amount to Landlord promptly upon
      demand prior to Landlord's commencing construction, or (ii) with respect
      to such excess amount (the "Amortizable Amount"), increase the amount of
      monthly payments of Basic Rental due under the Lease by an amount equal to
      the amount of the monthly installment payment which would be required to
      fully amortize a loan of a principal amount equal to the Amortizable
      Amount bearing interest at fifteen percent (15%) per annum, and having a
      loan term equal to the initial term of this Lease. Landlord will employ an
      experienced, licensed contractor to construct the Finish Work and will
      require in the construction contract that such contractor construct the
      Finish Work in a good and workmanlike manner and in compliance with all
      Applicable Laws; provided, however, Tenant will be solely responsible for
      determining whether or not Tenant is a public accommodation under The
      Americans with Disabilities Act and whether or not the Final Working
      Drawings comply with such laws and the regulations thereunder. The parties
      acknowledge that Landlord is not an architect or engineer, and that the
      Finish Work will be designed and performed by independent architects,
      engineers and contractors. Accordingly, Landlord does not guarantee or
      warrant that the plans or Final Working Drawing will be free from errors
      or omissions, nor that the Finish Work will be free from defects, and
      Landlord will have no liability therefor. In the event of such errors,
      omissions, or defects, Landlord will use reasonable efforts to cooperate
      in any action Tenant desires to bring against such parties.

            (b) Costs. Costs to be incurred by Landlord in excess of the Finish
      Allowance shall be paid by Tenant to Landlord promptly upon demand prior
      to Landlord's commencing construction. Change orders requested by Tenant
      and approved by Landlord after construction has commenced and which
      increase the cost of construction shall be paid by Tenant to Landlord
      promptly upon demand. All installations and improvements now or hereafter
      placed in the Premises other than Building Standard (as defined in the
      Lease) improvements shall be for Tenant's account and at Tenant's cost
      (and Tenant shall pay ad valorem taxes and increased insurance thereon or
      attributable thereto), which cost shall be payable by Tenant to Landlord
      upon demand as additional rent. Tenant further agrees to pay Landlord a
      fee of five percent (5%) of the contract price for the

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<PAGE>

      Finish Work (the "Construction Management Fee") as compensation for
      Landlord's supervision of the construction and installation of the Finish
      Work on the commencement of construction thereof. Landlord and Tenant
      agree that the Construction Management Fee may be paid out of the Finish
      Allowance to the extent funds are available for such purpose. Tenant
      agrees that in the event of default of payment thereof, Landlord (in
      addition to all other remedies) shall have the same rights as in the event
      of default of payment of rent under the Lease.

            (c) Delays. If Landlord is delayed in completing such construction
      within the specified time, the delay in commencement of Tenant's
      obligation to pay rent under the Lease shall constitute full settlement of
      all claims that Tenant may have against Landlord based on the delay. If
      Landlord is unable to complete the Finish Work within the specified time
      due to a delay caused by Tenant or for any other cause related to Tenant's
      acts or omissions, Tenant's rental obligations under the Lease shall begin
      on the date on which Landlord would have delivered possession of the
      Premises to Tenant absent such delay, and such date shall be the
      Commencement Date.

      EXECUTED as of the Effective Date.

TENANT:                                       LANDLORD:

FUNIMATION PRODUCTIONS, LTD.                  COCANOUGHER ASSET #1, LTD.
a Texas Limited Partnership                   a Texas Limited Partnership
By: FUNimation Productions Management
      Company, LLC, its, General Partner

By: /s/ Gen Fukunaga                          By: /s/ Robert Cocanougher
    ------------------------------------          ------------------------------
Name: Gen Fukunaga                            Name: Robert Cocanougher
Title: Manager                                Title: Manager

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