LEASE ARTICLE I DEFINITIONS AND CERTAIN BASIC PROVISIONS 1.1 The following lists sets out certain defined terms and certain financial and other information pertaining to this lease: (a) "Landlord": Terry N. Worrell, Sharon C. Worrell, and Kay Y. Moran...

                                  LEASE
                                ARTICLE I
                DEFINITIONS AND CERTAIN BASIC PROVISIONS
  1.1      The following lists sets out certain defined terms and certain
  financial and other information pertaining
  to this lease:
         (a) "Landlord": Xxxxx X. Xxxxxxx, Xxxxxx X. Xxxxxxx, and Xxx  X.
             Xxxxx  as trustee of the Xxx X. Xxxxx Family Trust UA  Dated
             February 23, 1990
         (b)      Landlord's  address:  0000 Xxxxxxx  Xxxx,  Xxxxx  #000,
         Xxxxxx, Xxxxx 00000
        (c)  "Tenant":  Xxxxxx Xxxxxx Corporation
        (d)  Tenant's address:  0000 Xxxxxxx Xxxxx, Xxxxx 000, Xxxxxxx, Xxxxx
           00000 (prior Commencement Date) and 00000 Xxxxx Xxxxxx, Xxxxxx, Xxxxx
           00000 (after the Commencement Date)
         (e)  "'Tenant's trade name": Xxxxxx Xxxxxx
         (f)   Tenant's Guarantor (if applicable, attach Guaranty  as  an
         exhibit:         None
         (g) "Agent": Xxxxxxx & Xxxxxxx
         (h)   "Cooperating Agent":  N/A
          (i)    "Property": Landlord's property located in the  City  of
Dallas,  Dallas County, Texas, which property is described  or  shown  on
Exhibit  "A" attached to this lease ("Property").  With regard to Exhibit
"A",  the  parties  agree  that the exhibit is attached  solely  for  the
purpose  of  locating  the Property and the Demised Premises  within  the
Property  and  that  no representation, warranty, or covenant  is  to  be
implied  by  any  other  information shown  on  the  exhibit  (i.e.,  any
information as to building, etc. is subject to change at any  time).
          (j)  "Demised Premises": an Office/Warehouse building ("Building")
containing  approximately  74  8.82 square  feet  in  area  (measured  by
calculating  lengths and widths to the exterior of outside xxxxx  and  to
the  center  of  interior   walls), being known as  00000  Xxxxx  Xxxxxx,
Xxxxxx,  Xxxxx 00000 and the Property being described or shown on Exhibit
" B" attached to this lease.
  (k)  "Commencement Date":  the earlier of (i) the date upon which Tenant
occupies  any portion of the Demised Premises, or (ii) whichever  of  the
following  alternatives may be appropriate (place an 'X'  or  other  mark
designating a choice in the appropriate box):
           ____  days  after the Demised Premises are deemed  "ready  for
occupancy' (as defined in Exhibit "D" attached to this lease),  it  being
Xxxxxxxx's  estimate  that  the premises will be  "ready  for  occupancy"
within 30) days after the date of execution of the lease.
          _X_  December 1, 1994
Notwithstanding  anything  contained herein  to  the  contrary,  Landlord
agrees  that Tenant shall have the right to use and occupy the  warehouse
portion  of  the Demised Premises (in compliance with the terms  of  this
lease  other  than the payment of rent) after Landlord has completed  the
work required of Landlord in connection with the warehouse portion (i.e.,
that  being  the raising of the lights); provided however  that  (A)  the
Commencement  Date shall have been deemed to have occurred  on  the  date
specified above and (B) Landlord shall continue to perform those specific
other items of Landlord's Work which have not yet been accomplished  with
the goal that such items be accomplished as soon as possible.
        (1)         Lease Term: Commencing on the Commencement  Date  and
continuing  for  five  5 years and No (0) months after  the  Commencement
Date;  provided  that if the Commencement Date is a date other  than  the
first day of a calendar month, the lease term shall be extended for  said
number  of years and months in addition to the remainder of the  calendar
month in which the Commencement Date occurs.

         (m)         Minimum  guaranteed rental:  $*  per  month  at  the
commencement of the lease term (subject to Paragraph E of Article  IV  of
Exhibit "D"    attached hereto.
                     Months 1 - 2     $00.00
                     Months 3 - 12    $17,160.50
                     Months 13 - 36   $21,840.58
                     Months 37 - 48   $23,400.67
                     Months 49 - 60   $24,960.67
        (n)   Percentage rental rate: N/A
           (o) Common area maintenance charge: None.
        (p)   Prepaid rental: $21,177.34 being an estimate of the minimum
guaranteed rental, and Tenant's obligations for taxes, other real  estate
charges and insurance, and (if applicable) merchants' association dues or
promotional fund for the month(s) of the lease term, such prepaid  rental
being  due  and  payable upon execution of this lease.  Note:  If  Tenant
desires  credit for prepaid rental upon execution of this  lease,  Tenant
should list the check number N/A drawee bank N/A date of check N/A  19__,
and amount N/A.
        (q)       Security  deposit:  $30,000.00, such  security  deposit
 being  due  and payable upon execution of this lease.  Note:  If  Tenant
 desires credit for security deposit upon execution of this lease, Tenant
 should  list  the check number N/A drawee bank N/A, date  of  check  N/A
 _________ 19__, and amount N/A.
         (r)   Permitted use: Office and Warehouse
    1.2    The  following  chart is provided as an estimate  of  Tenant's
 initial  monthly payment broken down into its components.   This  chart,
 however,  does not supersede the specific provisions contained elsewhere
 in this lease:
                    Initial Minimum Guaranteed Rental     $17,160.50
                     (Sections 1 - 1 (m) and   4.1)
            Initial Common Area Maintenance Charge
                       (Sections  1.1 a) and  7.4)         $-0-
           Initial Escrow Payment for Taxes and Other Real Estate Charges
                    (Article VI)                            $3,683.51
            Initial Escrow Payment for Insurance
                    (Article VI)                            $333.33
              Initial Payment for Merchant's Association Dues or
             Promotional Fund    (Article VIII)            $  N/A
                    Total Initial  Monthly Payment      $21,177.34
                               ARTICLE II
                             GRANTING CLAUSE
    2.1 Landlord leases the Demised Premises to Tenant upon the terms and
        conditions set forth in this lease.
                               ARTICLE III
                           DELIVERY OF PREMISES
   3.1          Except  to  the  extent modified  by  Xxxxxxxx's  express
assumption of construction obligations, if any, in an exhibit attached to
this  Lease,  the Demised Premises is being leased "AS IS",  with  Tenant
accepting  all  defects, if any; and Landlord makes no  warranty  of  any
kind,  express or implied, with respect to the Demised Premises  (without
limitation, Landlord makes no warranty as to the habitability, fitness or
suitability of the Demised Premises for a particular purpose  nor  as  to
the  absence  of  any  toxic  or otherwise hazardous  substances).   This
section 3.1 is subject to any contrary requirements under applicable law;
however,  in this regard Tenant acknowledges that it has been  given  the
opportunity to inspect the Demised Premises and to have qualified experts
inspect the Demised Premises prior to the execution of this lease.
   3.2      If this lease is executed before the Demised Premises  become
vacant,  or  if  any present tenant or occupant of the  Demised  Premises

holds over and Landlord cannot acquire possession of the Demised Premises
prior  to the Commencement Date of this lease, as above defined, Landlord
shall  not be deemed to be in default under this lease; and in such event
Tenant  agrees to accept possession of the Demised Premises at such  time
as  Landlord  is  able  to  tender the same.  If  Landlord  utilizes  the
provisions of this Section, Landlord will waive the payment of  rent  and
other  charges covering any period prior to tender of possession  of  the
Demised Premises to Tenant.
                               ARTICLE IV
                                  RENT
   4.1    Intentionally deleted.
    4.2     Rental shall accrue from the Commencement Date and  shall  be
payable to Landlord, at Landlord, s address.
    4.3     Tenant  shall  pay to Landlord minimum guaranteed  rental  in
monthly  installments in the amount specified in Section 1.1 (m) of  this
lease.  The first such monthly installment shall be due and payable on or
before  the Commencement Date, and subsequent installments shall  be  due
and  payable on or before the first day of each succeeding calendar month
during  the lease term; provided that if the Commencement Date is a  date
other  than  the first day of a calendar month, there shall  be  due  and
payable  on  or before such date as minimum guaranteed rental  f  or  the
balance of such calendar month a sum equal to that proportion of the rent
specified  f  or the first full calendar month as herein provided,  which
the  number of days from the Commencement Date to the end of the calendar
month  during which the Commencement Date shall fall bears to  the  total
number of days in such month.
   4.4    Intentionally deleted
   4.5    Intentionally deleted
   4.6   Intentionally deleted
    4.7    It is understood that the minimum guaranteed rental is payable
on  or  before  the first day of each calendar month (in accordance  with
Section  4.2 above), without offset or deduction of any nature.   In  the
event  any rental is not received within 10 days after its due  date  for
any  reason  whatsoever, or if any rental payment is by  check  which  is
returned for insufficient funds, then in addition to the past due  amount
Tenant  shall pay to Landlord one of the following (the choice to  be  at
the  sole option of Landlord unless one of the choices is improper  under
applicable  law, in which event the other alternative will  automatically
be deemed to have been selected): (a) a late charge in an amount equal to
ten  percent  (1  0%)  of  the rental then due, in  order  to  compensate
Landlord  for  its  administrative and other overhead  expenses;  or  (b)
interest  on  the rental then due at the maximum contractual  rate  which
could  legally be charged in the event of a loan of such rental to Tenant
(but  in  no event to exceed 1 1/2% per month), such interest  to  accrue
continuously on any unpaid balance due to Landlord by Tenant  during  the
period commencing with the rental due date and terminating with the  date
on  which  Tenant makes full payment of all amounts owing to Landlord  at
the time of said payment.  Any such late charge or interest payment shall
be  payable  as additional rental under this lease, and shall be  payable
immediately on demand.
     4.8    If  Tenant  fails in two consecutive Months  to  make  rental
payments  within  ten days after due, Landlord, in order  to  reduce  its
administrative  costs, may require, by giving written  notice  to  Tenant
(and  in  addition  to any late charge or interest accruing  pursuant  to
Section  4.7  above,  as well as any other rights and  remedies  accruing
pursuant  to Article XXII or Article XXIII below, or any other  provision
of  this lease or at law), that minimum guaranteed rentals are to be paid
quarterly  in  advance  instead of monthly and  that  all  future  rental
payments  are  to  be made on or before the due date by  cash,  cashier's

check,  or  money  order and that the delivery of  Tenant's  personal  or
corporate check will no longer constitute a payment of rental as provided
in  this  lease.   Any acceptance of a monthly rental  payment  or  of  a
personal or corporate check thereafter by Landlord shall not be construed
as a subsequent waiver of said rights.
                                ARTICLE V
                           Intentionally deleted
                               ARTICLE VI
                TENANT'S RESPONSIBILITY FOR TAXES, OTHER
               REAL ESTATE CHARGES AND INSURANCE EXPENSES
     6.1   Tenant  shall be liable for all taxes levied against  personal
property and trade fixtures placed by tenant in the Demised Premises.  If
any such taxes are levied against Landlord or Landlord's property and  if
Landlord  elects to pay the same or if the assessed value  of  Landlord's
property  is  increased  by  inclusion of  personal  property  and  trade
fixtures placed by Tenant in the Demised Premises and Landlord elects  to
pay  the taxes based on such increase, Tenant shall pay to Landlord  upon
demand  that  part  of  such taxes for which Tenant is  primarily  liable
hereunder.
   6.2     Tenant shall also be liable for 'Tenant's proportionate share'
(as  defined below) of all "real estate charges' (as defined  below)  and
'insurance  expenses'  (as  defined below) related  to  the  Property  or
Landlord's  ownership of the Property.  Tenant's obligations  under  this
Section  6.2 shall be prorated during any partial year (i.e.,  the  first
year  and  the  last  year  of the lease term).  'Tenant's  proportionate
share' shall be a fraction the numerator of which is the total floor area
(all  of  which  is  deemed "leasable") in the Demised Premises  and  the
denominator of which is the total leasable floor area of all buildings in
the  Property  at  the  time  when the respective  charge  was  incurred,
excluding,  however,  areas for which any such  real  estate  charges  or
insurance  expenses, or both, are paid by a party or parties  other  than
Landlord.   Landlord and Tenant acknowledge that Tenant  is  leasing  all
leasable floor area in the Property.  'Real estate charges" shall include
ad  valorem  taxes, general and special assessments, parking  surcharges,
any  tax  or excise on rents, any tax or charge for governmental services
(such  as  street maintenance or fire protection) and any tax  or  charge
which  replaces  any  of  such  above-described  .real  estate  charges';
provided,  however, that 'real estate charges" shall  not  be  deemed  to
include  any  franchise,  estate,  inheritance  or  general  income  tax.
"Insurance  expenses'  shall  include all  premiums  and  other  expenses
incurred  by  Landlord  for liability insurance  and  fire  and  extended
coverage  property  insurance  (plus  whatever  endorsements  or  special
coverages  which  Landlord, in Landlord's sole discretion,  may  consider
appropriate).
   6.3      Landlord   and  Tenant  shall  attempt  to  obtain   separate
assessments  for Tenant's obligations pursuant to Section 6.1  and,  with
respect  to  Section 6.2, for such of the "real estate  charges"  as  are
readily  susceptible or separate assessment.  To the extent of a separate
assessment,  Xxxxxx  agrees  to  pay such assessment  before  it  becomes
delinquent  and  to  keep the Demised Premises  free  from  any  lien  or
attachment;  moreover, as to all periods of time during the  lease  term,
this covenant of Tenant shall survive the termination of the lease.  With
regard to the calendar year during which the lease term expires, Landlord
at  its option either may bill Tenant when the charges become payable  or
may charge the Tenant an estimate of Xxxxxx's pro rata share of whichever
charges  have been being paid directly by Xxxxxx (based upon  information
available for the current year plus, if current year information  is  not
adequate  in  itself,  information relating to the immediately  preceding
year).

     6.4   At  such time as Landlord has reason to believe that  at  some
time  within  the immediately succeeding twelve (12) month period  Tenant
will  owe  Landlord any amounts pursuant to one or more of the  preceding
sections  of  this  Article VI, Landlord may direct  that  Tenant  prepay
monthly  a pro rata portion of the prospective future payment (i.e.,  the
prospective  future payment divided by the number of  months  before  the
prospective  future payment will be due).  Tenant agrees  that  any  such
prepayment directed by Landlord shall be due and payable monthly  on  the
same day that minimum guaranteed rental is due.
     6.5   In  the event that any payment due from Tenant to Landlord  is
not  received  within  1  0  days after its due  date  f  or  any  reason
whatsoever,  or if any such payment is by check which is  returned  f  or
insufficient funds, then in addition to the amount then due Tenant  shall
pay  to  Landlord  interest  on  the  amount  then  due  at  the  maximum
contractual rate which could legally be charged in the event of a loan of
such  amount to Tenant (but in no event to exceed 1 1/2% per month), such
interest to accrue continuously on any unpaid balance until paid.
                               ARTICLE VII
                                 REPAIRS
      7.1   Except for the repairs Landlord is specifically obligated  to
make under   Article 10.1      Tenant  shall  make  all  repairs   and
necessary replacements to the Property and the Demised Premises  and  the
improvements,  systems  and  equipment thereon  which  are  necessary  or
desirable  to  keep  the  Property  and  the  Demised  Premises  and  the
improvements  thereon in good order and repair and in  a  safe,  dry  and
tenantable  condition.  Tenant shall keep the Property  and  the  Demised
Premises in a clean and sanitary condition and free from insects,  vermin
and  escaping  odors,  and  in  accordance  with  directions,  rules  and
regulations  of the officials of the governmental agencies  at  the  sole
cost and expense of Tenant, and Tenant shall comply with all requirements
of  law,  by statute, ordinance or otherwise, affecting the Property  and
the Demised Premises and all appurtenances thereto.  Tenant shall use, at
Tenant's  cost, a rodent, pest and vermin exterminator at such  intervals
as  Landlord may require and the identity of whom Landlord shall  approve
from  time  to  time.  If Xxxxxx refuses or neglects to commence  and  to
complete repairs promptly and adequately, Landlord may, but shall not  be
required to, make and complete said repairs and Tenant shall pay the cost
thereof to Landlord as additional rent upon demand.  Tenant shall  inform
Landlord  promptly  by  written notice of any accident,  fire  or  damage
occurring an or to the Demised Premises of which Tenant has knowledge.
                              ARTICLE VIII
                          Intentionally deleted
                               ARTICLE IX
                    USE AND CARE OF DEMISED PREMISES
       9.1      Tenant shall commence business operations in the  Demised
Promises  on  or  immediately  after the commencement.   Date  and  shall
operate its business in an efficient, high class and reputable manner  so
as  to  produce  the  maximum amount of sales from the Demised  Premises.
Tenant shall not at any time leave the Demised Premises vacant, but shall
in  good faith continuously throughout the term of this lease conduct and
carry  on  in the entire Demised Premises the type of business for  which
the Demised Premises is leased.
    9.2    The  Demised  Premises may be used only  for  the  purpose  or
 purposes  specified in Section 1.1 (r) above, and only under  the  trade
 name  specified in Section 1 - 1 (a) above (or, if Section 1. 1  (e)  is
 not  filed in, any trade name approved in advance by Landlord), and  for
 no  other purpose and under no other trade name, it being understood and
 acknowledged  that Xxxxxxxx has entered into this lease  in  large  part

 because  it  believes  that such use and trade  name  will  benefit  the
 Property as a whole.
    9.3    Tenant  shall  not, without Landlord's prior written  consent,
 keep  anything within the premises or use the premises for  any  purpose
 which creates a risk of toxic or otherwise hazardous substances or which
 increases the insurance premium cost or invalidates any insurance policy
 carried  on  the Demised Premises or other parts of the  Property.   All
 property kept, stored or maintained within the premises by Tenant  shall
 be at Tenant's sole risk.
    9.4    Tenant shall not conduct within the Demised Premises any fire,
 auction,   bankruptcy,  "going-out-of-business,"   "lost-our-lease"   or
 similar sale.
    9.5    Tenant shall not permit any objectionable noises or  odors  to
 emanate  from  the premises; nor place or permit any radio,  television,
 loudspeaker or amplifier on the roof or outside the Demised Premises  or
 where the same can be seen or heard from outside the building; nor place
 any  antenna, equipment, awning or other projection on the  exterior  of
 the Demised Premises or where the same can be seen or heard from outside
 the  building;  nor  place  any  antenna,  equipment,  awning  or  other
 projection on the exterior of the Demised Premises; nor take  any  other
 action  which would constitute a nuisance or would disturb  or  endanger
 other  tenants of the Property or unreasonably interfere with their  use
 of  their  respective  premises;  nor permit  any  unlawful  or  immoral
 practice to be carried on or committed on the Demised Premises;  nor  do
 anything which would tend to injure the reputation of the Property.
   9.6          Tenant  shall take good care of the Demised Premises  and
keep  the same free from waste at all time Tenant shall not overload  the
floors  in  the  Demised  Premises, nor  deface  or  injure  the  Demised
Premises.  Tenant shall keep the Demised Premises and sidewalks, service-
ways and loading areas adjacent to the premises neat, clean and free from
dirt,  rubbish, ice or snow at all times.  Tenant shall store  all  trash
and  garbage  within  the  premises, or in a trash  dumpster  or  similar
container  approved by Landlord as to type, location and  screening;  and
Tenant shall arrange for the regular pick-up of such trash and garbage at
tenant's  expense (unless Landlord finds it necessary to furnish  such  a
service,  in which event Tenant shall be charged an equitable portion  of
the  total  of charges to all tenants using the service).  Receiving  and
delivery of goods and merchandise and removal of garbage and trash  shall
be  made  only  in  the manner and areas prescribed by Landlord.   Tenant
shall  not  operate  an incinerator or burn trash or garbage  within  the
Property.
   9.7     Tenant shall include the address and identity of its  business
activities in the Demised Premises in all advertisements made  by  Tenant
in  which the address and identity of any similar local business activity
of Tenant is mentioned.
   9.8     Tenant  shall  procure at its sole  expense  any  permits  and
licenses required for the transaction of business in the Demised Premises
and   otherwise   comply  with  all  applicable  laws,   ordinances   and
governmental regulations.   In addition, if the nature of Xxxxxx's business
makes it advisable for Tenant to take any extra precautions (for example,in
the case of a business which is affected by so-called  'dram  shop'  laws,
Tenant's  compliance  with  all  "dram  shop'  educational  programs  and
procedures), Tenant shall take all such extra precautions.  At Landlord's
request, Tenant shall deliver to Landlord copies of all such permits  and
licenses and proof of Tenant's compliance with all such laws, ordinances,
governmental regulations and extra precautions.

                                ARTICLE X
               MAINTENANCE AND REPAIR OF DEMISED PREMISES
   10.1    Landlord shall keep the foundation, the exterior walls (except
plate glass; windows, doors and other exterior openings; window and  door
frames,  molding,  closure  devices, locks and  hardware;  special  store
fronts;   lighting,  heating,  air  conditioning,  plumbing   and   other
electrical,  mechanical  and  electromotive installation,  equipment  and
fixtures; signs, placards, decorations or other advertising media of  any
type;  and  interior painting or other treatment of exterior  walls)  and
roof (subject to the second sentence in Section 7.4 above) of the Demised
premises  in  good repair.  Landlord, however, shall not be  required  to
make  any  repairs  occasioned by the act or negligence  of  Tenant,  its
agents,  employees, subtenants, licensees and concessionaires (including,
but  not  limited to, roof leaks resulting from Tenant's installation  of
air  conditioning equipment or any other roof penetration or  placement);
and  the provisions of the previous sentence are expressly recognized  to
be  subject to the provisions of Article XVII and Article XVIII  of  this
lease.   In the event that the Demised Premises should become in need  of
repairs  required  to  be made by Landlord hereunder  Tenant  shall  give
immediate  written notice thereof to Landlord and Landlord shall  have  a
reasonable time after receipt by Landlord of such written notice in which
to make such repairs.
    10.2   Tenant  shall  keep the Demised Premises in  good,  clean  and
 habitable  condition  and shall at its sole cost and  expense  keep  the
 Demised  Premises free of insects, rodents, vermin and other  pests  and
 make  all  needed  repairs  and replacements, including  replacement  of
 cracked or broken glass, except for repairs and replacements required to
 be  made by Landlord under the provisions of Section 10.1, Article  XVII
 and  Article  XVIII  Without  limiting  the  coverage  of  the  previous
 sentence,  it  is  understood  that  Tenant's  responsibilities  therein
 include  the  repair  and  replacement of  all  lighting,  heating,  air
 conditioning,   plumbing   and   other   electrical,   mechanical    and
 electromotive installation, equipment and fixtures and also include  all
 utility  repairs  in ducts, conduits, pipes and wiring,  and  any  sewer
 stoppage located in, under and above the Demised Premises, regardless of
 when or how the defect or other cause for repair or replacement occurred
 or  became  apparent.   If any repairs required to  be  made  by  Tenant
 hereunder are not made within ten days after written notice delivered to
 Tenant  by  Landlord  '  Landlord may at its option  make  such  repairs
 without  liability to Tenant for any loss or damage which may result  to
 its stock or business by reason of such repairs; and Tenant shall pay to
 Landlord upon demand, as additional rental hereunder, the cost  of  such
 repairs  plus  interest  at  the maximum contractual  rate  which  could
 legally be charged in the event of a loan of such payment to Tenant (but
 in  no  event  to  exceed  1 1/2% per month), such  interest  to  accrue
 continuously  from  the date of payment by Landlord until  repayment  by
 Xxxxxx.   At  the expiration of this lease, Xxxxxx shall  surrender  the
 Demised  Premises in good condition, excepting reasonable wear and  tear
 and  losses required to be restored by Landlord in Section 10.1, Article
 XVII and Article XVIII of this lease.
                               ARTICLE XI
                               ALTERATIONS
    1   1.1   Tenant  shall  not  make  any  alterations,  additions   or
 improvements  to the Demised Premises without the prior written  consent
 of  Landlord,  except for the installation of unattached, movable  trade
 fixtures  which may be installed without drilling cutting  or  otherwise
 defacing the Demised Premises.  Without limiting the generality  of  the
 immediately  preceding  sentence, any  installation  or  replacement  of
 Tenant's heating or air conditioning equipment must be effected strictly

 in  accordance with Xxxxxxxx's instructions.  All alterations, additions
 improvements  and  fixtures (including, without  limitation,  all  floor
 coverings  and all heating and air conditioning equipment but  excluding
 Tenant's  unattached,  readily movable furniture and  office  equipment)
 which may be made or installed by either party upon the Demised Premises
 shall  remain  upon  and be surrendered with the  Demised  Premises  and
 become the property of Landlord at the termination of this lease, unless
 Landlord requests their removal, in which event Tenant shall remove  the
 same  and  restore  the  Demised Premises to its original  condition  at
 Tenant's expense.
    11.2   All  construction  work  done by  Tenant  within  the  Demised
 Premises  shall be performed in a good and workmanlike manner, lien-free
 and in compliance with all governmental requirements, and in such manner
 as  to  cause  a  minimum  of interference with  other  construction  in
 progress  and with the transaction of business in the Property.   Xxxxxx
 agrees  to  indemnify  Landlord and hold Landlord harmless  against  any
 loss, liability or damage resulting from such work, and Xxxxxx shall, if
 requested by Landlord, furnish a bond or other security satisfactory  to
 Landlord against any such loss, liability or damage.
    11.3  In  the  event  Tenant uses a general contractor  to  perform
 construction work within the Demised Premises, Tenant shall prior to the
 commencement  of such work, require said general contractor  to  execute
 and  deliver  to  Landlord a waiver and release of any  and  all  claims
 against Landlord and liens against the Property to which such contractor
 might  at any time be entitled and to execute and record a Bond  to  Pay
 Claims  (the 'Bond') in accordance with Chapter 53, Subchapter 1 of  the
 Texas Property Code, as such may be amended, superseded or replaced from
 time  to time and shall deliver a copy of the recorded Bond to Landlord.
 The  delivery of the waiver and release of lien and the Bond within  the
 time  period set forth above shall be a condition precedent to  Xxxxxx's
 ability  to  enter  on and begin its construction work  at  the  Demised
 Premises and, if applicable, to any reimbursement from Landlord for  its
 construction work.
    11.4 In the event that Landlord elects to remodel all or any portion
 of  the  Property, Tenant will cooperate with such remodeling, including
 Tenant's  tolerating temporary inconveniences (and  even  the  temporary
 removal of Tenant's signs in order to facilitate such remodeling, as  it
 may relate to the exterior of the Demised Premises).
                               ARTICLE XI
                       LANDLORD'S RIGHT OF ACCESS
    12.1   Landlord  shall  have  the right to  enter  upon  the  Demised
 Premises  at  any time during normal business hours and upon appointment
 (except for an emergency where entry may be made at any time and without
 appointment)  for  the  purpose of inspecting the  same,  or  of  making
 repairs  to  the Demised Premises, or of making repairs, alterations  or
 additions  to adjacent premises, or of showing the Demised  Premises  to
 prospective purchasers, tenants or lenders.
    12.2  Tenant will permit Landlord to place and maintain "For Rent" or
 "For  Lease" signs on the Demised Premises during the last 180  days  of
 the  lease  term, it being understood that such signs shall  in  no  way
 affect Tenant's obligations pursuant to Section 9.4, Section 13.1 or any
 other provision of this lease.
    12.3   Use  of  the roof above the Demised Premises  is  reserved  to
 Landlord;  however, Landlord agrees that it will not use the roof  above
 the Demised Premises for signage or other advertising displays.

                              ARTICLE XIII
                           SIGNS; STORE FRONTS
     13.1      Tenant shall not, without Xxxxxxxx ' s prior written consent
(a)  make any changes to the exterior of the building or (b) install  any
exterior lighting, decorations, paintings, awnings, canopies or the like.
All   signs,  lettering,  placards,  decorations  and  advertising  media
(including, without limitation, the sign required by Section 13.2  below)
shall  be subject to Landlord's approval, not to be unreasonably withheld
or  delayed  and  shall  be  subject to  Landlord's  requirements  as  to
construction, method of attachment, size, shape, height, lighting,  color
and general appearance.  All signs shall be kept in good condition and in
proper  operating order at all times.  Notwithstanding any  provision  to
the contrary, Landlord shall not be able to exercise any control over the
use of Xxxxxx Xxxxxx' trademark.
   13.2      Subject  to the restrictions of Section 13.1  above,  Xxxxxx
agrees  to  install  and maintain a first-class sign  on  the     Demised
Premises during the term of this lease.
                               ARTICLE XIV
                                UTILITIES
     14.1  Landlord  agrees to cause to be provided to the  Property  the
necessary mains, conduits and other facilities necessary to supply water,
gas  (if  deemed appropriate by Landlord), electricity, telephone service
and  sewerage  service to the building in which the Demised Premises  are
located.
     14.2  Tenant shall promptly pay all charges for electricity,  water,
gas, telephone service, sewerage service and other utilities furnished to
the Demised Promises.  Landlord may, if it so elects, furnish one or more
utility  services to Tenant, and in such event Tenant shall purchase  the
use of such services as are tendered by Landlord, and shall pay on demand
as  additional  rental the rates established therefor by  Landlord  which
shall  not exceed the rates which would be charged for the same  services
if  furnished  directly by the local public utility companies.   Landlord
may   at  any  time  discontinue  furnishing  any  such  service  without
obligation  to Tenant other than to connect the Demised Premises  to  the
public utility, if any, furnishing such service.
     14.3 Landlord shall not be liable for any interruption whatsoever in
utility services not furnished by Landlord, nor for interruptions in
utility services furnished by Landlord which are due to fire, accident,
strike, acts of God or other causes beyond the control of Landlord or
which are necessary or useful in connection with making any alterations,
repairs or improvements.
                               ARTICLE XV
                           INSURANCE COVERAGES
     15.1 Landlord shall procure and maintain throughout the term of this
lease  a  policy or policies of insurance, at its sole cost  and  expense
(but  subject  to Article VI above), causing the Property to  be  insured
under  standard  fire  and  extended  coverage  insurance  and  liability
insurance  (plus whatever endorsements or special coverages Landlord,  in
its  sole  discretion, may consider appropriate), to the extent necessary
to  comply  with Landlord's obligations pursuant to other  provisions  of
this lease.
     15.2  Tenant shall procure and maintain throughout the term of  this
lease  a  policy or policies of insurance at its sole cost  and  expense,
causing Xxxxxx's fixtures and contents to be insured under standard  fire
and  extended coverage insurance and, with regard to liability insurance,
insuring both Landlord and Tenant against all claims, demands or  actions
arising  out  of or in connection with Xxxxxx's use or occupancy  of  the
Demised  Premises,  or  by the condition of the  Demised  Premises.   The
limits of Tenant's liability policy or policies shall be in an amount not

less  than  $1,000,000 per occurrence (and no offset for  occurrences  on
property  other  than  the Demised Premises), and  shall  be  written  by
insurance  companies  satisfactory to Landlord.  Tenant  shall  obtain  a
written  obligation  on  the  part of each insurance  company  to  notify
Landlord  at  least twenty days prior to cancellation of such  insurance.
Such  policies  or  duly  executed certificates  of  insurance  shall  be
promptly delivered to Landlord and renewals thereof as required shall  be
delivered to Landlord at least thirty days prior to the expiration of the
respective  policy  terms.  If Tenant should  fail  to  comply  with  the
foregoing  requirement relating to insurance, Landlord  may  obtain  such
insurance and Tenant shall pay to Landlord on demand as additional rental
hereunder  the  premium  cost  thereof  plus  interest  at  the   maximum
contractual  rate (but in no event to exceed I 1/2% per month)  from  the
date of payment by Landlord until repaid by Tenant.
                             ARTICLE XVI
           WAIVER OF LIABILITY; MUTUAL WAIVER OF SUBROGATION
     16.1  Landlord  and  Landlord's agents and employees  shall  not  be
liable  to Tenant, nor to Tenant's employees, agents or visitors, nor  to
any  other  person  whomsoever, for any injury to  person  or  damage  to
property caused by the Demised Premises or other portions of the Property
becoming out of repair or by defect or failure of any structural  element
of  the  Demised Premises or of any equipment pipes or wiring, or  broken
glass,  or  by  the  backing  up of drains,  or  by  gas,  water,  steam,
electricity or oil leaking, escaping or flowing into the Demised Premises
(except  where due to Landlord's willful failure to make repairs required
to  be  made  hereunder, after the expiration of a reasonable time  after
written  notice  to  Landlord of the need for such  repairs),  nor  shall
Landlord  be  liable  to  Tenant, nor to Tenant's  employees,  agents  or
visitors, nor to any other person whomsoever, for any loss or damage that
may be occasioned by or through the acts or omissions of other tenants of
the  Property  or  of any other persons whomsoever, excepting  only  duly
authorized employees and agents of Landlord.  Landlord shall not be  held
responsible  in  any  way  on  account of  any  construction,  repair  or
reconstruction  (including widening) of any private or  public  roadways,
walkways or utility lines.
     16.2  Landlord  shall  not  be  liable  to  Tenant  or  to  Tenant's
employees,  agents, or visitors, or to any other person  whomsoever,  for
any  injury  to  person  or damage to property on or  about  the  Demised
Premises  or  the  Property  caused by the negligence  or  misconduct  of
Tenant,  its employees, subtenants, licensees or concessionaires,  or  of
any  other  person entering the Shopping center under express or  implied
invitation  of Tenant (with the exception of customers in the  Property),
or  arising  out  of the use of the Demised Premises by  Xxxxxx  and  the
conduct  of its business therein, or arising out of any breach or default
by  Tenant  in the performance of its obligations under this  lease;  and
Tenant  hereby  agrees to indemnify Landlord and hold  Landlord  harmless
from any loss, expense or claims arising out of such damage or injury.
            16.3 Landlord and Tenant each hereby release the other from any
and  all liability or responsibility to the other, or to any other  party
claiming  through or under them by way of subrogation or  otherwise,  for
any loss or damage to    property caused by a casualty which is insurable
under  standard fire and extended coverage insurance; provided,  however,
that  this mutual waiver shall be applicable only with respect to a  loss
or  damage  occurring  during the time when property insurance  policies,
which  are  readily  available in the marketplace, contain  a  clause  or
permit  an  endorsement  to the effect that any such  release  shall  not
adversely  affect or impair the policy or the right of the insured  party
to  receive  proceeds  under  the policy; provided,  further,  that  this
release shall not be applicable to the portion of any damage which is not

reimbursed by the damaged party's insurer because of the "deductible'  in
the  damaged party's insurance coverage.  The release specified  in  this
Section 16.3 is cumulative with any releases or exculpations which may be
contained in other provisions of this lease.
                              ARTICLE XVII
                           DAMAGES BY CASUALTY
     17.1  Tenant shall give immediate written notice to the Landlord  of
any damage caused to the Demised Premises by fire or other casualty.
     17.2  In  the  event that the Demised Premises shall be  damaged  or
destroyed  by  fire or other casualty insurable under standard  fire  and
extended coverage insurance and Landlord does not elect to terminate this
lease  as  hereinafter provided, Landlord shall proceed  with  reasonable
diligence  and  at its sole cost and expense to rebuild  and  repair  the
Demised  Premises.   In the event (a) the building in which  the  Demised
Premises  are located is destroyed or substantially damaged by a casualty
not covered by Landlord's insurance or (b) such building is destroyed  or
rendered  untenantable to an extent in excess of  fifty  percent  of  the
first  floor area by a casualty covered by Landlord's insurance,  or  (c)
the holder of a mortgage, deed of trust or other lien on such building at
the time of the casualty elects, pursuant to such mortgage, deed of trust
or  other lien, to require the use of all or part of Landlord's insurance
proceeds  in satisfaction of all or part of the indebtedness  secured  by
the mortgage, deed of trust or other lien, then Landlord may elect either
to  terminate this lease or to proceed to rebuild and repair the  Demised
Premises;  Landlord shall give written notice to Tenant of such  election
within sixty days after the occurrence of such casualty and, if it elects
to  rebuild and repair, shall proceed to do so with reasonable  diligence
and at its sole cost and expense.
     17.3  Landlord's obligation to rebuild and repair under this Article
XVII shall in any event be limited to restoring one of the following  (as
may  be  applicable):  (a)  if this lease does not  include  an  attached
exhibit   describing   Landlord's  initial  construction   responsibility
('Landlord's Work'), restoring the Demised Premises to substantially  the
condition in which the same existed prior to such casualty, exclusive  of
any   alterations,  additions,  improvements,  fixtures   and   equipment
installed  by  Tenant; or (b) restoring Landlord's Work, as described  in
the  applicable  exhibit attached to this lease (if such  an  exhibit  is
attached), to substantially the same condition in which the same  existed
prior  to the casualty.  Xxxxxx agrees that promptly after completion  of
such work by Xxxxxxxx, Xxxxxx will proceed with reasonable diligence  and
at  Xxxxxx's  sole cost and expense to restore, repair  and  replace  all
alterations,  additions,  improvements,  fixtures,  signs  and  equipment
installed  by  Tenant,  or,  if an exhibit describing  Xxxxxx's  Work  is
attached hereto, all items of Tenant's Work as described in such exhibit,
as the case may be.
     17.4  Tenant  agrees  that during any period  of  reconstruction  or
repair  of  the Demised Premises, it will continue the operation  of  its
business  within the Demised Premises to the extent practicable.   During
the  period from the occurrence of the casualty until Landlord's  repairs
are  completed,  the minimum guaranteed rental shall be reduced  to  such
extent  as  may be fair and reasonable under the circumstances;  however,
there shall be no abatement of other charges provided for herein.
                              ARTICLE XVIII
                             EMINENT DOMAIN
     18.1  If  more than thirty percent (30%) of the floor  area  of  the
Demised Premises should be taken for any public or quasi-public use under
any  governmental  law, ordinance or regulation or by  right  of  eminent
domain or by private purchase in lieu thereof, this lease shall terminate
and  the rent shall be abated during the unexpired portion of this lease,

effective  on  the  date physical possession is taken by  the  condemning
authority.
     18.2  If  less than thirty percent (30%) of the floor  area  of  the
Demised  Premises  should be taken as aforesaid,  this  lease  shall  not
terminate;  however,  the minimum guaranteed rental  but  not  percentage
rental)  payable  hereunder during the unexpired portion  of  this  lease
shall  be  reduced in proportion to the area taken effective on the  date
physical possession is taken by the condemning authority.  Following such
partial  taking, Landlord shall make all necessary repairs or alterations
to the remaining premises or, if an exhibit describing Xxxxxxxx's Work is
attached  to  this  lease,  all necessary repairs  within  the  scope  of
Landlord's  Work  as  described in such exhibit,  as  the  case  may  be,
required  to  make  the  remaining portions of the  Demised  Premises  an
architectural whole.
     18.3  If any part of the Property should be taken as aforesaid, this
lease  shall  not  terminate, nor shall the  rent  payable  hereunder  be
reduced,  except that either Landlord or Tenant may terminate this  lease
if  the  area  of the Property remaining following such taking  plus  any
additional  parking area provided by Landlord in reasonable proximity  to
the  Property  shall  be less than seventy percent of  the  area  of  the
Property immediately prior to the taking.  Any election to terminate this
lease  in  accordance with this provision shall be evidenced  by  written
notice  of  termination delivered to the other party within  thirty  days
after date physical possession is taken by condemning authority.
      18.4  All  compensation awarded for any taking (or the proceeds  of
private  sale in lieu thereof) of the Demised Premises or Property  shall
be  the  property of Landlord, and Tenant hereby assigns its interest  in
any  such  award to Landlord; provided, however, Landlord shall  have  no
interest  in any award made to Tenant for Tenant's moving and  relocation
expenses or for the loss of Tenant's fixtures and other tangible personal
property if a separate award for such items is made to Tenant as long  as
such  separate, award does not reduce the amount of the award that  would
otherwise be awarded to Landlord.
                               ARTICLE XIX
                        ASSIGNMENT AND SUBLETTING
    19.1  Tenant shall not assign or in any manner transfer this lease or
 any  estate or interest therein, or sublet the Demised Premises  or  any
 part  thereof,  or  grant  any license, concession  or  other  right  of
 occupancy  of  any  portion of the Demised Premises  without  the  prior
 written  consent of Landlord.  Xxxxxxxx agrees that it will not withhold
 consent  in  a  wholly  unreasonable and arbitrary  manner  (as  further
 explained  in  Section  28.4  of this lease);  however,  in  determining
 whether or not to grant its consent, Landlord shall be entitled to  take
 into  consideration factors such as the reputation and net worth of  the
 proposed  transferee, and the then current market conditions  (including
 market rentals).  In addition, Landlord shall also be entitled to charge
 Tenant  a  reasonable fee for processing Xxxxxx's request.   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.
    19.2  If Tenant is a corporation, partnership or other entity and  if
 at  any time during the term of this lease the person or persons who own
 a  majority  of either the outstanding voting rights or the  outstanding
 ownership interests of Tenant at the time of the execution of this lease
 cease  to  own  a majority of such voting rights or ownership  interests
 (except  as a result of transfers by devise or descent), the loss  of  a
 majority of such voting rights or ownership interests shall be deemed an
 assignment  of  this  lease  by Tenant and, therefore,  subject  in  all
 respects  to  the  provisions of Section  1  9.1  above.   The  previous

 sentence  shall not apply, however, if at the time of the  execution  of
 this lease, Tenant is a corporation and the outstanding voting shares of
 capital stock of Tenant are listed on a recognized security exchange  or
 over-the-counter market.
    19.3   Any assignee or sublessee of an interest in and to this  lease
 shall  be  deemed, by acceptance of such assignment or  sublease  or  by
 taking  actual  or constructive possession of the Demised  Premises,  to
 have  assumed all of the obligations set forth in or arising under  this
 lease.  Such assumption shall be effective as of the earlier of the date
 of  such  assignment or sublease or the date on which  the  assignee  or
 sublessee obtains possession of the Demised Premises.
    19.4   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  herein
specified and for compliance with all of its other obligations under this
lease (even if future assignments and sublettings occur subsequent to the
assignment  or  subletting by Xxxxxx, and regardless of  whether  or  not
Tenant's  approval  has  been obtained for such  future  assignments  and
sublettings).  Moreover, in the event that the rental due and payable  by
a  sublessee (or a combination of the rental payable under such  sublease
plus  any  bonus  or  other consideration therefor or  incident  thereto)
exceeds  the  rental payable under this lease, or if with  respect  to  a
permitted  assignment,  permitted license or  other  transfer  by  Tenant
permitted  by  Landlord,  the consideration  payable  to  Tenant  by  the
assignee,  licensee or other transferee exceeds the rental payable  under
this lease, then Tenant shall be bound and obligated to pay Landlord  all
such  excess rental and other excess consideration within ten  (10)  days
following  receipt  thereof  by  Tenant from  such  sublessee,  assignee,
licensee or other transferee, as the case may be.  Finally, in the  event
of  an  assignment or subletting, it is understood and  agreed  that  ail
rentals  paid to Tenant by an assignee or sublessee shall be received  by
Tenant  in  trust for Landlord, to be forwarded immediately  to  Landlord
without  offset or reduction of any kind; and upon election  by  Landlord
such  rentals shall be paid directly to Landlord as specified in  Section
4.2  of  this  lease  (to be applied as a credit and offset  to  Tenant's
rental obligation).
    19.5    Tenant  shall not mortgage, pledge or otherwise encumber  its
interest in this lease or in the Demised Premises.
    19.6   In the event of the transfer and assignment by Landlord of its
interest  in  this  lease  and in the building  containing   the  Demised
Premises to a person expressly assuming Landlord's obligations under this
lease,  Landlord  shall thereby be released from any further  obligations
hereunder, and Xxxxxx agrees to look solely to such successor in interest
of  the Landlord for performance of such obligations.  Any security given
by  Xxxxxx to secure performance of Xxxxxx's obligations hereunder may be
assigned  and  transferred by Landlord to such successor in interest  and
Landlord  shall thereby be discharged of any further obligation  relating
thereto.
                               ARTICLE XX
                  SUBORDINATION; ATTORNMENT; ESTOPPELS
    20.1   Tenant  accepts  this lease subject  and  subordinate  to  any
 mortgage,  deed of trust or other lien presently existing  or  hereafter
 placed  upon the Property or any portion of the Property which  includes
 the  Demised  Premises,  and  to any renewals  and  extensions  thereof.
 Xxxxxx  agrees that any mortgagee shall have the right at  any  time  to
 subordinate  its mortgage, deed of trust or other lien  to  this  lease;
 provided,  however, notwithstanding that this lease may be (or  made  to
 be)  superior to a mortgage, deed of trust or other lien, the  mortgagee
 shall  not  be liable for prepaid rentals, security deposits and  claims

 accruing   during  Landlord's  ownership;  further  provided  that   the
 provisions  of a mortgage, deed of trust or other lien relative  to  the
 rights of the mortgagee with respect to proceeds arising from an eminent
 domain  taking  (including  a  voluntary  conveyance  by  Xxxxxxxx)  and
 provisions relative to proceeds arising from insurance payable by reason
 of  damage to or destruction of the Demised Premises shall be prior  and
 superior  to  any contrary provisions contained in this instrument  with
 respect to the payment or usage thereof.  Landlord is hereby irrevocably
 vested  with full power and authority to subordinate this lease  to  any
 mortgage, deed of trust or other lien hereafter placed upon the  Demised
 Premises  or the Property as a whole, and Xxxxxx agrees upon  demand  to
 execute  such further instruments subordinating this lease  as  Landlord
 may  request; provided, however, that upon Xxxxxx's written request  and
 notice to Landlord, Landlord shall use good faith efforts to obtain from
 any  such mortgagee a written agreement that after a foreclosure  (or  a
 deed  in  lieu of foreclosure) in the rights of Tenant shall  remain  in
 full  force and effect during the term of this lease so long  as  Tenant
 shall  continue  to  recognize and perform  all  of  the  covenants  and
 conditions of this lease.
      20.2      At  any time when the holder of an outstanding  mortgage,
  deed of trust or other lien covering Landlord's interest in the Demised
  Premises has given Tenant written notice of its interest in this lease,
  Tenant  may not exercise any remedies for default by Landlord hereunder
  unless  and  until  the  holder  of the indebtedness  secured  by  such
  mortgage,  deed  of  trust or other lien shall  have  received  written
  notice  of such default and a reasonable time (not less than  30  days)
  shall thereafter have elapsed without the default having been cured.
     20.3      Tenant agrees that it will from time to time upon  request
 by  Landlord  execute  and  deliver  to  Landlord  a  written  statement
 addressed  to  Landlord (or to a party designated  by  Landlord),  which
 statement shall identify Tenant and this lease, shall certify that  this
 lease is unmodified and in full force and effect (or if there have  been
 modifications,  that  the  same  is in  full  force  and  effect  as  so
 modified),  shall  confirm that Landlord is not in  default  as  to  any
 obligations of Landlord under this lease (or if Landlord is in  default,
 specifying  any  default), shall confirm Tenant's  agreements  contained
 above  in  this Article XX, and shall contain such other information  or
 confirmations  as Landlord may reasonably require.  Xxxxxxxx  is  hereby
 irrevocably  appointed and authorized as the agent and  attorney-in-fact
 of  Tenant to execute and deliver any such written statement on Xxxxxx's
 behalf  if  Xxxxxx  fails  to do so within  seven  (7)  days  after  the
 delivery of a written request from Landlord to Tenant.
                               ARTICLE XXI
                     DIRECTION OF TENANT'S ENERGIES
                          Intentionally Deleted
                              ARTICLE XXII
                     DEFAULT BY TENANT AND REMEDIES
    22.1  The following events shall be deemed to be events of default by
        Tenant under this lease:
        (a)     Tenant shall fail to pay any installment or rental or any
    other obligation under this lease involving the payment of money  and
    such  failure  shall  continue for a period of ten  (10)  days  after
    written  notice thereof to Tenant; provided, however, that  for  each
    calendar  year  during which Landlord has already  given  Tenant  one
    written  notice of the failure to pay an installment  of  rental,  no
    further  notice  shall be required (i.e., the event of  default  will
    automatically  occur on the tenth day after the date upon  which  the
    rental was due).

             (b)      Tenant  shall fail to comply with any provision  of
this  lease, other than as described in subsection (a) above, and  either
shall not cure such failure within fifteen (15) days after written notice
thereof to Tenant, or shall cure that particular failure but shall  again
fail  to comply with the same provision of the lease within three  months
after Landlord's written notice.
        (c)  Tenant  or any guarantor of Tenant's obligations under  this
    lease  shall become insolvent, or shall make a transfer in  fraud  of
    creditors, or shall make an assignment for the benefit of creditors.
        (d)    Tenant or any guarantor of Tenant's obligations under this
    lease  shall  file  a petition under any section or  chapter  of  the
    federal  Bankruptcy  Code, as amended, or under any  similar  law  or
    statute of the United States or any state thereof; or Tenant  or  any
    guarantor of Tenant's obligations under this lease shall be  adjudged
    bankrupt  or  insolvent in proceedings filed against  Tenant  or  any
    guarantor of Tenant's obligations under this lease thereunder.
    (e) A receiver or Trustee shall be appointed for the Demised Premises
  or for all or substantially all of the assets of Tenant or any guarantor
  of Tenant's obligation under this lease.
    (f)Tenant shall  desert  or  vacate or shall commence  to  desert  or
              vacate  the Demised Premises or any substantial portion  of
              the Demised Premises or at any time prior to the last month
              of  the  lease  term  shall remove or  attempt  to  remove,
              without  the prior written consent of Landlord,  all  or  a
              substantial  amount  of Tenant's goods,  wares,  equipment,
              fixtures, furniture, or other personal property.
        (g)     Tenant  shall  do  or permit to be  done  anything  which
    creates  a lien upon the Demised Premises or upon all or any part  of
    the Property.
   22.2    Upon  the  occurrence of any such events of default,  Landlord
shall  have  the  option  to  pursue any one or  more  of  the  following
remedies:
        (a)     Without  any further notice or demand whatsoever,  Tenant
    shall be obligated to reimburse Landlord for the damages suffered  by
    Landlord as a result of the event of default, plus interest  on  such
    amount at the maximum contractual rate which could legally be charged
    in  the event of a loan of such amount to Tenant (but in no event  to
    exceed 1-1/2% per month); and Landlord may pursue a monetary recovery
    from Tenant.  In this regard, and without limiting the generality  of
    the immediately preceding sentence, it is agreed that if Tenant fails
    to  occupy the Demised Premises as required in this lease or,  having
    occupied  same  for  business, subsequently deserts  or  vacates  the
    Demised  Premises  or  otherwise ceases to conduct  business  in  the
    Demised  Premises  as required in this lease, then  Landlord  at  its
    option   may  seek  monetary  recovery  for  the  loss  of   Tenant's
    anticipated  contribution to commerce within the Property;  moreover,
    Landlord  and Tenant further agree that inasmuch as the exact  amount
    of  damages would be difficult to determine, liquidated damages  will
    be  due  monthly  in an amount equal to twenty-five  percent  of  the
    monthly  guaranteed rental payable for the month if Tenant  fails  to
    open  for  business as required in this lease or, having  opened  for
    business,  subsequently deserts or vacates the  Demised  Premises  or
    otherwise  ceases  to  conduct business in the  Demised  Premises  as
    required  by  this lease (including, but not limited to,  failing  to
    comply with the requirements of Section 9.1 of this lease).
           (b)     Without  any  further  notice  or  demand  whatsoever,
     Landlord may take any one or more of the actions permissible at  law
     to   insure   performance  by  Tenant  of  Tenant's  covenants   and
     obligations under this lease.  In this regard, and without  limiting

     the  generality of the immediately preceding sentence, it is  agreed
     that  if Tenant fails to open for business as required in this lease
     or,  having  opened  for business, deserts or  vacates  the  Demised
     Premises,  Landlord  may  enter upon and  take  possession  of  such
     premises in order to protect them from deterioration and continue to
     demand from Tenant the monthly rentals and other charges provided in
     this  lease, without any obligation to relet with the provision that
     Landlord  shall  use good faith efforts; however, if Landlord  does,
     elect  to relet the Demised Premises, such action by Landlord  shall
     not  be deemed as an acceptance of Xxxxxx's surrender of the Demised
     Premises   unless  Landlord  expressly  notifies  Tenant   of   such
     acceptance in writing pursuant to this subsection (b), Tenant hereby
     acknowledging that Landlord shall otherwise be reletting as Tenant's
     agent  and Tenant furthermore hereby agreeing to pay to Landlord  on
     demand any deficiency that may arise between the monthly rentals and
     other charges provided in this lease and that actually collected  by
     Landlord.  It is further agreed in this regard that in the event  of
     any  default  described in subsection (b) of Section  22.1  of  this
     lease,  Landlord  shall  have the right to enter  upon  the  Demised
     Premises  by force if necessary without being liable for prosecution
     or  any  claim  for  damages therefore, and do  whatever  Tenant  is
     obligated to do under the terms of this lease; and Xxxxxx agrees  to
     reimburse  Landlord  on demand for any expenses which  Landlord  may
     incur  in thus effecting compliance with Tenant's obligations  under
     this  lease,  and Xxxxxx further agrees that Landlord shall  not  be
     liable  for  any damages resulting to the Tenant from  such  action.
     Finally  it is agreed that in the event of any default described  in
     subsection  (g) of Section 22.1 of this lease, Landlord may  pay  or
     bond  around  such lien whether or not contested by Tenant;  and  in
     such  event  Xxxxxx agrees to reimburse Landlord on demand  for  all
     costs and expenses incurred in connection with any such action, with
     Xxxxxx  further agreeing that Landlord shall in no event  be  liable
     for any damages or claims resulting from such action.
         (c)    Landlord  may terminate this lease by written  notice  to
     Tenant,  in  which  event  Tenant shall  immediately  surrender  the
     Demised Premises to Landlord, and if Tenant fails to do so, Landlord
     may,  without prejudice to any other remedy which Landlord may  have
     for  possession or arrearages in rent (including any late charge  or
     interest  which  may have accrued pursuant to Section  4.7  of  this
     lease),  enter upon and take possession of the Demised Premises  and
     expel  or  remove Tenant and any other person who may  be  occupying
     said  premises  or any part thereof, by force if necessary,  without
     being liable for prosecution or any claim for damages therefor.   In
     addition,  Xxxxxx agrees to pay to Landlord on demand the amount  of
     all  loss  and  damage which Landlord may suffer by  reason  of  any
     termination effected pursuant to this subsection (cl, said loss  and
     damage  to  be  determined  by either of the  following  alternative
     measures of damages:
            (i)      Until Landlord is able, through reasonable  efforts,
        the  nature  of which efforts shall be at the sole discretion  of
        Landlord,  to relet the Demised premises under terms satisfactory
        to Landlord, in its sole discretion, Tenant shall pay to Landlord
        on  or  before the first day of each calendar month, the  monthly
        rentals  and other charges provided in this lease.  If and  after
        the  Demised  Premises have been relet by Landlord, Tenant  shall
        pay  to  Landlord  on  the 20th day of each  calendar  month  the
        difference between the monthly rentals and other charges provided
        in this lease for such calendar month and that actually collected
        by  Landlord for such month.  If it is necessary for Landlord  to

        bring  suit  in  order to collect any deficiency, Landlord  shall
        have  a  right  to allow such deficiencies to accumulate  and  to
        bring an action on several or all of the accrued deficiencies  at
        one time.  Any such suit shall not prejudice in any way the right
        of  Landlord  to  bring  a  similar  action  for  any  subsequent
        deficiency  or  deficiencies.  Any amount collected  by  Landlord
        from  subsequent tenants for any calendar month in excess of  the
        monthly  rentals and other charges provided in this lease,  shall
        be  credited to Tenant in reduction of Tenant's liability for any
        calendar month for which the amount collected by Landlord will be
        less  than the monthly rentals and other charges provided in this
        lease;  but Tenant shall have no right to such excess other  than
        the above-described credit.
            (ii)     When Landlord desires, Landlord may demand  a  final
        settlement.   Upon demand for a final settlement, Landlord  shall
        have  a right to, and Xxxxxx hereby agrees to pay, the difference
        between  the  total  of  all monthly rentals  and  other  charges
        provided  in  this lease for the remainder of the  term  and  the
        reasonable rental value of the Demised Premises for such  period,
        such difference to be discounted to present value at a rate equal
        to  the rate of interest which is allowed by law in the State  of
        Texas  when  the  parties to a contract have not  agreed  on  any
        particular rate of interest (or, in the absence of such  law,  at
        the rate of six percent per annum).
If  Landlord  elects  to  exercise the remedy  prescribed  in  subsection
22.2(b)  above, this election shall in no way prejudice Landlord's  right
at  any  time thereafter to cancel said election in favor of  the  remedy
prescribed in subsection 22.2(c) above, provided that at the time of such
cancellation  Tenant is still in default.  Similarly, if Landlord  elects
to  compute  damages  in  the manner prescribed by subsection  22.2(c)(i)
above,  this election shall in no way prejudice Landlord's right  at  any
time   thereafter  to  demand  a  final  settlement  in  accordance  with
subsection 22.2(c)(ii) above.  Pursuit of any of the above remedies shall
not  preclude pursuit of any other remedies prescribed in other  sections
of  this  lease  and any other remedies provided by law.  Forbearance  by
Landlord to enforce one or more of the remedies herein provided  upon  an
event  of default shall not be deemed or construed to constitute a waiver
of such default.
   22.3   It is expressly agreed that in determining 'the monthly rentals
and  other  charges  provided  in this  lease,'  as  that  term  is  used
throughout subsections 22.2(c)(i) and 22.2(c)(ii) above, there  shall  be
added to the minimum guaranteed rental (as specified in Sections 1.1  (m)
and  4.1 of this lease) a sum equal to the charges for maintenance of the
Property  (as specified in Sections 1. 1 (o) and 7.4 of this lease),  and
the payments for taxes, charges and insurance (as specified in Article VI
of this lease).
   22.4   It  is  further agreed that, in addition to  payments  required
pursuant   to  subsections  22-2(b)  and  22.2(c)  above,  Tenant   shall
compensate Landlord for all expenses incurred by Landlord in repossession
(including,  among  other expenses, any increase  in  insurance  premiums
caused by the vacancy of the Demised Premises), all expenses incurred  by
Landlord   in  reletting  (including,  among  other  expenses,   repairs,
remodeling,  replacements,  advertisements  and  brokerage   fees),   all
concessions  granted  to  a new tenant upon reletting  (including,  among
other concessions, renewal options) all losses incurred by Landlord as  a
direct  or  indirect result of Tenant's default (including,  among  other
losses,  any adverse reaction by Xxxxxxxx's mortgagee or by other tenants
or  potential  tenants  of the Property) and a reasonable  allowance  for
Landlord's  administrative  efforts, salaries and  overhead  attributable

directly  or  indirectly to Xxxxxx's default and Landlord's pursuing  the
rights and remedies provided herein and under applicable law.
     22.5 Landlord may restrain or enjoin any breach of threatened breach
of  any  covenant,  duty or obligation of Tenant herein  contained.   The
remedies  of  Landlord  hereunder shall  be  deemed  cumulative  and  not
exclusive of each other.
     22.6  If  on  account  of any breach or default  by  Xxxxxx  in  its
obligations  hereunder,  Landlord shall employ an  attorney  to  present,
enforce or defend any of Landlord's rights or remedies hereunder,  Xxxxxx
agrees to pay any reasonable attorney's fees incurred by Landlord in such
connection.
     22.7  In  the event that any one or more provisions of this  Article
XXII  authorizes  Landlord  to enter the Demised  Premises,  Landlord  is
entitled and is hereby authorized, without any notice to Tenant, to enter
upon  the  Demised Premises by use of a duplicate key, a  master  key,  a
locksmith's  entry  procedures or any other means not involving  personal
confrontation, and to alter or change the door locks on all  entry  doors
of  the Demised Premises, thereby permanently excluding Tenant.  In  such
event  Landlord, if required by statute, shall place a written notice  on
the  Demised Premises explaining Landlord's action; moreover, it a reason
for  Landlord's action is the failure of Tenant to pay any  one  or  more
rentals  when due pursuant to this lease, Landlord shall not be  required
to  provide  the new key (if any) to Tenant until and unless  all  rental
defaults of Tenant have been fully cured.
     22.8 Tenant acknowledges its obligation to deposit with Landlord the
sum  stated  in  Section 1. I (q) above, to be held by  Landlord  without
interest  as security for the performance by Tenant of Tenant's covenants
and obligations under this lease.  Tenant agrees that such deposit may be
co-mingled  with Landlord's other funds and is not an advance payment  of
rental  or a measure of Landlord's damages in case of default by  Tenant.
Upon the occurrence of any event of default by Tenant, Landlord may, from
time  to  time, without prejudice to any other remedy provided herein  or
provided  by law, use such fund to the extent necessary to make good  any
arrears  of  rentals and any other damage, injury, expense  or  liability
caused  to  Landlord by such event of default, and Tenant  shall  pay  to
Landlord on demand the amount so applied in order to restore the security
deposit  to  its original amount.  If Tenant is not then in default,  and
Tenant shall pay to Landlord on demand the amount so applied in order  to
restore  the security deposit to its original amount.  If Tenant  is  not
then in default hereunder, any remaining balance of such deposit shall be
returned by Landlord to Tenant upon termination of this lease (subject to
the provisions of Section 19.5 above).
     22.9  In  the  event of any default described in subsection  (d)  of
Section  22.1  of this lease, any assumption and assignment must  conform
with  the  requirements of the Bankruptcy Code which provides,  in  part,
that  the Landlord must be provided with adequate assurances (i)  of  the
source  of  rent and other consideration due under this lease, (ill  that
the  financial  condition  and  operating  performance  of  any  proposed
assignee  and  its guarantors, if any, shall be similar to the  financial
condition  and  operating performance of Tenant and  its  guarantors,  if
any,  as  of  the  date  of  execution of  this  lease;  (ill)  that  any
percentage  rent  due  under this lease will not  decline  substantially;
(iv)  that  any  assumption  or assignment  is  subject  to  all  of  the
provisions of this lease (including, but not limited to, restrictions  as
to  use)  and will not breach any such provision contained in  any  other
lease,  financing agreement or other agreement relating to the  Property;
and  (v)  that any assumption or assignment will not disrupt  any  tenant
mix or balance in the Property.

       (a)       In   order  to  provide  Landlord  with  the  assurances
contemplated  by the Bankruptcy Code, Tenant must  fulfill the  following
obligations,  in  addition  to  any  other  reasonable  obligations  that
Landlord  may require, before any assumption of this lease is  effective:
(i)  all defaults under subsection (a) of Section 22.1 of this lease must
be  cured  within ten (1 0) days after the date of assumption;  (ill  all
other  defaults  under  Section  22.1 of  this  lease  other  than  under
subsection  (d)  of Section 22.1 must be cured within fifteen  (151  days
after  the date of assumption; (ill) all actual monetary losses  incurred
by  Landlord  (including, but not limited to, reasonable attorneys  fees)
must  be  paid  to  Landlord within ten (1 0)  days  after  the  date  of
assumption; and (iv) Landlord must receive within ten (10) days after the
date  of  assumption a security deposit in the amount of six  (6)  months
minimum guaranteed rent (using the minimum guaranteed rent in effect  for
the first full month immediately following the assumption) and an advance
prepayment  of minimum guaranteed rent in the amount of three (3)  months
minimum guaranteed rent (using the minimum guaranteed rent in effect  for
the first full month immediately following the assumption), both sums  to
be  held by Landlord in accordance with Section 22.8 above and deemed  to
be  rent  under  this  lease for the purposes of the Bankruptcy  Code  as
amended from time to time in effect.
        (b)     In the event this lease is assumed in accordance with the
requirements  of the Bankruptcy Code and this lease, and is  subsequently
assigned,  then,  in  addition to any other reasonable  obligations  that
Landlord may require and in order to provide Landlord with the assurances
contemplated by the Bankruptcy Code, Landlord shall be provided with  (i)
a  financial  statement of the proposed assignee prepared  in  accordance
with  generally  accepted  accounting  principles  consistently  applied,
though  on  a  cash  basis,  which reveals  a  net  worth  in  an  amount
sufficient,  in  Landlord's reasonable judgment,  to  assure  the  future
performance by the proposed assignee of Tenant's obligations  under  this
lease;  or  (ii)  a  written  guaranty by one  or  more  guarantors  with
financial ability sufficient to assure the future performance of Xxxxxx's
obligations  under this lease, such guaranty to be in  form  and  content
satisfactory to Landlord and to cover the performance of ail of  Tenant's
obligations under this lease.
                              ARTICLE XXIII
                LANDLORD'S CONTRACTUAL SECURITY INTEREST
   23.1    In  addition to the statutory Landlord's lien, 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 damages 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 on the Demised Premises,  and  all  proceeds
therefrom, and such property shall not be removed without the consent  of
Landlord  until all arrearages in rent as well as any and all other  sums
of  money  then  due  to Landlord or to become 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 Demised Premises and take possession of  any  and
all  goods, wares, equipment, fixtures furniture, improvements and  other
personal  property  of Tenant situated on the Demised  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
the  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  in  the  manner
prescribed in this lease at least five days before the time of sale.  Any
sale made pursuant to the provisions of this paragraph shall be deemed to
have been a public sale conducted in a commercially reasonable manner  if
held  in  the  above-described Demises Premises or where the property  is
located  after the time, place and method of sale and general description
of  the  types  of property to be sold have been advertised  in  a  daily
newspaper  published in the county in which the property is located,  for
five consecutive days before the date of the sale.  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
attorney's fees and legal expenses), shall be applied as a credit against
the  indebtedness  secured  by  the security  interest  granted  in  this
paragraph.  Any surplus shall be paid to Tenant or as otherwise  required
by  law; the Tenant shall pay any deficiencies forthwith.  Tenant  hereby
agrees  that a carbon, photographic or other reproduction of  this  lease
shall   be  sufficient  to  constitute  a  financing  statement.   Xxxxxx
nevertheless agrees that upon request by Xxxxxxxx, Xxxxxx agrees that  it
will  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 provision  of  the
Uniform  Commercial Code (or corresponding state statute or statutes)  in
force in the state in which the property is located, as well as any other
state  the  laws  of  which  Landlord may at  any  time  consider  to  be
applicable; moreover, Landlord is hereby irrevocably vested with a  power
of  attorney from Tenant to execute any and all such financing statements
on behalf of Xxxxxx.
    23.2   Notwithstanding Section 23.1, Xxxxxxxx  agrees  that  it  will
 subordinate  its security interest and Xxxxxxxx's lion to  the  security
 interest  of  Xxxxxx's  supplier  or  institutional  financial   source;
 provided   that  the  subordination  must  be  limited  to  a  specified
 transaction and specified items of the fixtures, equipment or  inventory
 involved  in  the  transaction.  Upon execution of this lease,  Xxxxxxxx
 shall execute the Subordination Agreement attached hereto as Exhibit E.
                              ARTICLE XXIV
                              HOLDING OVER
    24.1   In  the  event  Tenant remains in possession  of  the  Demised
 Premises after the expiration of this lease and without the execution of
 a  new  lease,  it shall be deemed to be occupying said  premises  as  a
 tenant  from  month to month at a rental equal to the rental  (including
 any percentage rental) herein provided plus fifty percent of such amount
 otherwise  subject to all the conditions, provisions and obligations  of
 this  lease  insofar  as  the same are applicable  to  a  month-to-month
 tenancy.
                               ARTICLE XXV
                                 NOTICES
    25.1   Wherever  any notice is required or permitted hereunder,  such
 notice  shall  be  in  writing.   Any notice  or  document  required  or
 permitted to be delivered hereunder shall be deemed to be delivered when
 actually  received  by  the  designated addressee  or,  if  earlier  and
 regardless  of whether actually received or not, when deposited  in  the
 United  States  mail,  postage prepaid, certified mail,  return  receipt
 requested,  addressed to the parties hereto at the respective  addresses
 set out in Section 1. 1 above (or at Landlord's option, to Tenant at the

 Demised  Premises), or at such other addresses as they have  theretofore
 specified by written notice.
    25.2  If and when included within the term 'Landlord' as used in this
 instrument  there  are more than one person, firm  or  corporation,  all
 shall jointly arrange among themselves for their joint execution of such
 notice  specifying  some  individual at some specific  address  for  the
 receipt  of  notices and payments to the Landlord; if and when  included
 within the term 'Tenant' as used in this instrument there are more  than
 one  person,  firm  or  corporation, all  shall  jointly  arrange  among
 themselves  for  their joint execution of such a notice specifying  some
 individual  at  some  specific address for the receipt  of  notices  and
 payment to Tenant.  Ail parties included within the terms "Landlord" and
 'Tenant,' respectively, shall be bound by notices and payments given  in
 accordance with the provisions of this Article to the same effect as  if
 each  had  received such notice or payment.  In addition  Xxxxxx  agrees
 that  notices  to  Tenant may be given by Xxxxxxxx's attorney,  property
 manager or other agent.
                            ARTICLE XXVI
                    COMMISSIONS; ADVICE FROM AGENT
    26.1   Landlord  shall  pay  to  Xxxxxxx  &  Xxxxxxx  -  (*Agent),  a
 commission  as  set out in a separate letter agreement  dated  August24,
 1994,  it  being  agreed that such agent's right to  such  a  commission
 irrevocably  vests  upon  the execution of this  lease,  notwithstanding
 subsequent  default by Landlord or Tenant or any amendment, modification
 or termination of this lease.  Landlord shall pay agent one-half of such
 commission  upon  full  execution of the lease  and  one-half  upon  the
 commencement date of the lease.
   26.2   Intentionally deleted.
   26.3   Intentionally deleted.
   26.4   Intentionally deleted.
   26.5   Tenant hereby acknowledges that at the time of the execution of
this  lease, Agent advised Tenant by this writing that Tenant should have
an  abstract  covering the real estate upon which the  Property  and  the
Demised  Premises  are located examined by an attorney  of  Xxxxxx's  own
selection  or, at Tenant's option, that Xxxxxx should obtain a  leasehold
owner's policy of title insurance.
       26.6      Xxxxxx  also acknowledges that Agent has advised  Tenant
that  because  Agent has no expertise with respect to toxic or  otherwise
hazardous substances, Tenant should, prior to executing this lease,  have
qualified  experts conduct proper inspections of the Demised Premises  in
order to determine whether or not toxic or otherwise hazardous substances
exist in, under or around the Demised Premises.
                              ARTICLE XVII
                               REGULATIONS
     27.1  Landlord  and  Tenant acknowledge that  there  are  in  effect
federal, state, county and municipal laws, orders, rules, directives  and
regulations  (collectively referred to hereinafter as the  'Regulations')
and  that  additional Regulations may hereafter be  enacted  or  go  into
effect,  relating to or affecting the Demised Premises or  the  Property,
and  concerning the impact on the environment of construction, land  use,
maintenance  and  operation of structures, toxic or  otherwise  hazardous
substances,  and  conduct of business.  Subject  to  the  express  rights
granted  to Tenant under the terms of this lease, Tenant will not  cause,
or  permit  to be caused, any act or practice by negligence, omission  or
otherwise, that would adversely affect the environment, or do anything or
permit  anything  to  be  done  that would  violate  any  of  said  laws,
regulations or guidelines.  Moreover, Tenant shall have no claim  against
Landlord  by  reason of any changes Landlord may make in the Property  or

the  Demised Premises pursuant to said Regulations or any changes imposed
upon Tenant, Xxxxxx's customers or other invitees pursuant to same.
     27.2 If, by reason of any Regulations, the payment to, or collection
by,  Landlord  of  any rental or other charge (collectively  referred  to
hereinafter  as "Lease Payments') payable by Tenant to Landlord  pursuant
to  the provisions of this lease is in excess of the amount (the 'Maximum
Charge')  permitted thereof by the Regulations, then Tenant,  during  the
period  (the 'Freeze Period') when the Regulations shall be in force  and
effect  shall not be required to pay, nor shall Landlord be permitted  to
collect,  any sum in excess of the Maximum Charge.  Upon the earlier  (i)
the  expiration  of the Freeze Period, or (ii) the issuance  of  a  final
order  or  judgment  of a court of competent jurisdiction  declaring  the
Regulations  to  be invalid or not applicable to the provisions  of  this
lease,  Tenant, to the extent not then proscribed by law, and  commencing
with  the  first  day of the month immediately following,  shall  pay  to
Landlord  as additional rental, in equal monthly installments during  the
balance  of  the  term  of  this lease, a sum  equal  to  the  cumulative
difference between the Maximum Charges and the Lease Payments during  the
Freeze  Period.   If any provisions of this section, or  the  application
thereof, shall to any extent be declared to be invalid and unenforceable,
the  same  shall not be deemed to affect any of the other  provisions  of
this  section  or of this lease, all of which shall be deemed  valid  and
enforceable to the fullest extent permitted by law.
                              ARTICLE XVIII
                              MISCELLANEOUS
     28.1  Nothing  in  this lease shall be deemed or  construed  by  the
parties  hereto, nor by any third party, as creating the relationship  of
principal  and  agent or of partnership or of joint venture  between  the
parties hereto, it being understood and agreed that neither the method of
computation  of rent, nor any other provision contained herein,  nor  any
acts  of  the  parties hereto, shall be deemed to create any relationship
between  the  parties hereto other than the relationship of Landlord  and
tenant.
     28.2  Tenant  shall not for any reason withhold or  reduce  Tenant's
required payments of rentals and other charges provided in this lease, it
being  agreed  that  the obligations of Landlord  under  this  lease  are
independent of Tenant's obligations except as may be otherwise  expressly
provided.  The immediately preceding sentence shall not be deemed to deny
Tenant the ability of pursuing all rights granted it under this lease  or
at  law;  however, at the direction of Landlord, Xxxxxx's claims in  this
regard  shall  be litigated in proceedings different from any  litigation
involving rental claims or other claims by Landlord against Tenant (i.e.,
each  party  may  proceed  to a separate judgment without  consideration,
counterclaim or offset as to the claims asserted by the other party).
     28.3 The liability of Landlord to Tenant for any default by Landlord
under the terms of this lease shall be limited to the proceeds of sale on
execution  of  the  interest  of Landlord in the  Demised  Premises;  and
Landlord  shall not be personally liable for any deficiency, except  that
Landlord shall, subject to the provisions of Section 19.5 hereof,  remain
personally  liable  to account to Tenant for any security  deposit  under
this  lease.   This  clause shall not be deemed  to  limit  or  deny  any
remedies  which  Tenant  may have in the event  of  default  by  Landlord
hereunder which do not involve the personal liability of Landlord.
     28.4  In  all circumstances under this lease where the prior consent
of  one party (the 'consenting party'), whether it be Landlord or Tenant,
is  required before the other party (the 'requesting party) is authorized
to take any particular type of action, such consent shall not be withheld
in  a  wholly unreasonable and arbitrary manner; however, the  requesting
party  agrees that its exclusive remedy if it believes that  consent  has

been withheld improperly (including, but not limited to, consent required
from  Landlord  pursuant  to Section 9.2 or Section  19.1)  shall  be  to
institute litigation either for a declaratory judgment or for a mandatory
injunction  requiring  that such consent be given  (with  the  requesting
party  hereby waiving any claim for damages, attorneys fees or any  other
remedy  unless the consenting party refuses to comply with a court  order
or judgment requiring it to grant its consent).
     28.5  One or more waivers of any covenant, term or condition of this
lease  by either party shall not be construed as a waiver of a subsequent
breach  of the same covenant, term or condition.  The consent or approval
by  either  party  to  or of any act by the other  party  requiring  such
consent  or  approval shall not be deemed to waive or render  unnecessary
consent to or approval of any subsequent similar act.
     28,6 Whenever a period of time is herein prescribed for action to be
taken  by Landlord, Landlord shall not be liable or responsible for,  and
there  shall be excluded from the computation of any such period of  time
any  delays  due to strikes, riots, acts of God, shortages  of  labor  or
materials,  war,  governmental laws, regulations or restrictions  or  any
other  causes  of  any  kind whatsoever which are beyond  the  reasonable
control of Landlord.
     28.7  Xxxxxx agrees that it will from time to time upon  request  by
Xxxxxxxx  execute and deliver to Landlord a statement in recordable  form
certifying that this lease is unmodified and in full force and effect (or
if  there  have  been modifications, that the same is in full  force  and
effect  as  so modified).  In addition, Tenant, upon Xxxxxxxx's  request,
shall furnish to Landlord or to any third party or parties designated  by
Landlord  an estoppel/acceptance certificate in the form attached  hereto
as Exhibit 'F', Any other such recordation of this lease by Xxxxxx, other
than  at  the written request of Landlord, shall constitute an  event  of
default under this lease.
    28.8  * Intentionally Deleted
    28.9   Notwithstanding  anything contained herein  to  the  contrary,
Xxxxxx agrees that Landlord shall have no personal liability with respect
to  any  of the provisions of this lease and Tenant shall look solely  to
the  estate and property of Landlord in the land and buildings comprising
the   Property  of  which  the  leased  premises  form  a  part  for  the
satisfaction  of  Xxxxxx's remedies, including  without  limitation,  the
collection  of  any  judgment or the enforcement of  any  other  judicial
process requiring the payment or expenditure of money by Landlord in  the
event  of  any default or breach by Landlord with respect to any  of  the
terms  and  provisions of this lease to be observed and/or  performed  by
Landlord,  subject, however, to the prior rights of  any  holder  of  any
Mortgage  covering all or part of the Property, and no  other  assets  of
Landlord or any principal of Landlord shall be subject to levy, execution
or  other judicial process f or the satisfaction of Tenant's claim.  This
Section  shall inure to the benefit of Xxxxxxxx's successors and  assigns
and their respective principals.
    28.10 If any provision of this lease should be held to be invalid  or
 unenforceable,  the  validity  and  enforceability  of   the   remaining
 provisions of this lease shall not be affected thereby.
    28.11  If this lease is in fact a sublease, Xxxxxx accepts this lease
 subject to all of the terms and conditions of the underlying lease under
 which  Landlord holds the Property as lessee.  Tenant covenants that  it
 will  do  no act or thing which would constitute a violation by Landlord
 of  his obligation under such underlying lease; provided, however,  that
 Tenant's  agreement in this regard is premised on Landlord's  assurances
 to  the  effect  that  the  terms of this  lease  do  not  violate  such
 underlying lease.

    28.12 The laws of the State of Texas shall govern the interpretation,
 validity,  performance and enforcement of this  lease.   Venue  for  any
 action  under  this lease shall be the county in which rentals  are  due
 pursuant to Section 4.2 and Section 1.1 of this lease.
    28.13  The  captions used herein are for convenience only and do  not
         limit or amplify the provisions hereof.
    28.14  Whenever  herein the singular number is used, the  same  shall
         include the plural, and words of any
 gender shall include each other gender.
    28.15  The  terms, provisions and covenants contained in  this  lease
 shall  apply to, inure to the benefit of and be binding upon the parties
 hereto  and  their  respective heirs, successors in interest  and  legal
 representatives except as otherwise herein expressly provided.
    28.16  This lease contains the entire agreement between the  parties,
 and  no  rights  are  created in favor of either  party  other  than  as
 specified  or  expressly  contemplated  in  this  lease.   No  brochure,
 rendering  information or correspondence shall be deemed to be  part  of
 this  agreement; unless specifically incorporated herein  by  reference.
 In  addition,  no  agreement shall be effective  to  change,  modify  or
 terminate  this lease in whole or in part unless such is in writing  and
 duly  signed  by  the  party against whom enforcement  of  such  change,
 modification or termination is sought.
 28.17  LANDLORD AND TENANT HEREBY ACKNOWLEDGE THAT THEY ARE NOT  RELYING
 UPON ANY BROCHURE, RENDERING, INFORMATION, REPRESENTATION OR PROMISE  OF
 THE  OTHER,  OR  OF  THE AGENT OR COOPERATING AGENT, EXCEPT  AS  MAY  BE
 EXPRESSLY SET FORTH [PLACE AN -X- OR OTHER MARK DESIGNATING A CHOICE  IN
 THE APPROPRAITE BOX]:
    x    IN THIS LEASE
       IN ________ AS WELL AS IN THIS LEASE.
    NOTE:  IF  NO 'X' (OR OTHER MARK DESIGNATING A CHOICE) IS  PLACED  IN
 EITHER  BOX IN THIS SECTION 28.17, THEN THE FIRST BOX WILL BE DEEMED  TO
 HAVE BEEN MARKED.
   28.18 STRIKE IF NOT APPLICABLE:
    28.19  If  Tenant shall breach this lease subsequent to the execution
 hereof, but prior to the Commencement Date, Landlord, in addition to all
 other rights and remedies herein provided, may retain prepaid rental and
 security  deposit  as  partial compensation for Landlord's  damages  and
 expenses due to such breach.
   28.20  Intentionally Deleted
   28.21   Tenant warrants that it has had no dealing with any broker  or
        agent in connection with the negotiation
 or  execution  of  this Lease other Agent.  In the event  any  agent  or
 broker  other  than  Agent shall make a claim for a commission,  or  fee
 based   upon  any  alleged  agreement  with  Tenant,  Tenant  shall   be
 responsible  for  payment  thereof  and  hereby  indemnities  and  holds
 Landlord harmless from such claim for commission or fees.
 28.22  NOTWITHSTANDING ANY PROVISION CONTAINED HEREIN TO  THE  CONTRARY,
 TENANT  HEREBY ACCEPTS THE DEMISED PREMISES IN AN 'AS IS" CONDITION  AND
 ACKNOWLEDGES  AND  AGREES  THAT  (I) NO REPRESENTATIONS  OR  WARRANTIES,
 EITHER EXPRESS OR IMPLIED, WITH RESPECT TO THE CONDITION THEREOF OR  THE
 HABITABILITY OR SUITABILITY OF THE SAME FOR TENANT'S BUSINESS OPERATIONS
 OR ANY OTHER PURPOSE, OR OTHERWISE, HAVE BEEN MADE TO TENANT BY LANDLORD
 OR   ANYONE  FOR  OR  ON  BEHALF  OF  LANDLORD,  AND  ANY  WARRANTY   OF
 HABITABILITY,  SUITABILITY  OR FIT ACTING THE  DEMISED  PREMISES  FOR  A
 PARTICULAR USE OR PURPOSE, EITHER EXPRESS OR IMPLIED, IF ANY, ARE HEREBY
 DISCLAIMED  BY  LANDLORD  AND IRREVOCABLY WAIVED  BY  TENANT,  AND  (if)
 LANDLORD  SHALL  BE  UNDER  NO  OBLIGATION  TO  MAKEANY  ALTERATIONS  OR
 IMPROVEMENTS TO THE DEMISED PREMISES OTHER THAN AS REFERENCED IN EXHIBIT
 "D".

   28.23  This  lease consists of twenty-eight articles and Exhibits  "A"
through "F" With the exception of Article VII, in the event any provision
of  an  exhibit  or  other  attached page shall be  inconsistent  with  a
provision  in  the body of the lease, the provision as set forth  in  the
exhibit shall be deemed to control.
   28.24  This offer to lease shall expire and be of no further force and
effect if not fully executed by 5:00 p.m. October 28, 1994.
   EXECUTED as of the latest date accompanying a signature by Landlord or
   Tenant below.
LANDLORD:
  ATTEST or WITNESS      /s/  Xxxxx X. Xxxxxxx
                         /s/  Xxxxxx X. Xxxxxxx
                         /s/  Xxx X. Xxxxx as Trustee of the Xxx X. Xxxxx
                              Family Trust UA Dated February 23, 1990
          Date of Signature October 27, 1994
               Taxpayer Identification No.
          TENANT:   Xxxxxx Xxxxxx Corporation
 By:   /s/     Xxxx X. Xxxx
     Title:  Vice President
 Date of Signature       October 2, 1994
Taxpayer Identification
     AGENT: Xxxxxxx & Xxxxxxx
By
Address 00000 Xxxxx Xxxxx, Xxxxx 0000, Xxxxxx, XX 00000
LIST OF EXHIBITS
          Exhibit "A"              Site Plan
          Exhibit "B"              Legal Description
          Exhibit "C"              Guaranty
          Exhibit "D"              Construction Exhibit
          Exhibit "E"              Subordination Agreement
          Exhibit "F"              Estoppel
EXHIBIT "B"
LEGAL DESCRIPTION
 BEING a tract of land situated in the X.X. Xxxxxxx Surveys, Abstract No.
 329,  and  being  part of Lot 5, Block A/8042 of Santa Fe  Jupiter  Road
 Industrial  District Addition IV, an addition to the City of  Dallas  as
 recorded  in  Volume  82096, Page 2072, Deed  Records,  Dallas,  County,
 Texas, and being more particularly described as follows:
 BEGINNING  at  an iron rod set for corner situated in the East  line  of
 Petal Street (a 60 foot right-of-way) and being South 00 29' 00" East, a
 distance  of 174.90 feet from the most Southerly point on a  10'  X  10'
 corner clip at the intersection of the South line of Grader Street (a 60
 foot right-of-way), and the East line of said Petal Street;
 THENCE North 89 31' 00" East, departing said Petal Street a distance  of
 453.40  feet to an iron rod set for corner situated in the West line  of
 Lead Track "B" (a 34 foot right-of-way);
 THENCE along the West line of said Lead Track "B" the following:
 South  00  29' 00' East, a distance of 248.85 feet to an iron rod  found
 for corner and
 being the beginning of a curve to the right;
 Along  said  curve  having a central angle of 31 10' 44",  a  radius  of
 461.34  feet, and an arc length of 251.05 feet to an iron rod found  for
 corner situated in the Northeast line of said Petal Street;
 THENCE along the Northeast line of said Petal Street the following:
 North 51 36' 29" West, a distance of 367.65 feet to an iron rod set  for
 corner and being the beginning of a curve to the right;
 Along  said  curve  having a central angle of 51 07' 29",  a  radius  of
 270.00  feet, and an arc length of 240.91 feet to an iron  rod  set  for
 corner;

 North  00  29'  00"  West, a distance of 46.74  feet  to  the  POINT  OF
 BEGINNING  and containing 3.5201 acres or 153,335 square feet  of  land,
 more or less.