(iii)The exclusive rights, under all contracts

 EXHIBIT 10.1

                                  EXHIBIT 10.1

                                  BILL OF SALE

THE STATE OF TEXAS         )
                           )        KNOW ALL MEN BY THESE PRESENTS:
COUNTY OF DALLAS           )

     THAT STERLING NATIONAL CORPORATION,  a Texas corporation ("Sterling"),  for
and in  consideration  of Ten  Dollars  ($10.00)  and  other  good and  valuable
consideration to it in hand paid by ELECTRONIC TRANSMISSION CORPORATION, a Texas
corporation   ("ETC"),   the  receipt  and   sufficiency  of  which  are  hereby
acknowledged,  has  BARGAINED,  SOLD,  CONVEYED,   TRANSFERRED,   ASSIGNED,  AND
DELIVERED,  and by these presents hereby does BARGAIN,  SELL, CONVEY,  TRANSFER,
ASSIGN, AND DELIVER,  unto ETC all of the following personal property located in
Dallas  County,  Texas  (collectively  the  "Property"),  effective  as  of  the
commencement of January 1, 1995 (the "Effective Date"):

     All assets of Sterling  of every kind or  description  as of the  Effective
     Date,  and wherever  then located which are related to, or used or held for
     use  in  connection  with,  the  business  of  electronically  editing  and
     transmitting  medical,  dental,  chiropractic,  and related  claims between
     providers, managed care organizations, third party administrators and other
     payment  organizations  (the  "Purchased  Business"),   including,  without
     limitation, the following:

     (i)  The files and  records  relating  to the  Purchased  Business,  office
          furniture,  and  other  personal  property  located  in  the  Sterling
          offices,  or in storage,  in the Quorum North building at 5025 Arapaho
          Road, Dallas, Texas 75248.

     (ii) All computer equipment and all software,  including without limitation
          (a) the IBM System 36 computer system and other systems with printers,
          monitors,  software,  and related  peripherals located in the Sterling
          offices, or in storage,  in the Quorum North building,  (b) the rights
          of  Sterling  in and to the claim  processing  and  transmission,  and
          physician and other provider billing, software used with that computer
          system, and (c) the software interfaces and proprietary  software used
          with that computer system,  including software modifications purchased
          from Medica  Systems,  Inc. or  developed by Sterling  personnel,  (d)
          proprietary Managed Care Software developed by Sterling.

     (iii)The exclusive  rights,  under all contracts  including but not limited
          to the following:

          a.   Rental Agreement dated August 1, 1994, between Sterling and Suite
               America,  Inc. and Rental Agreement dated August 1, 1994, between
               NCRS, Inc. and Suite America, Inc.

          b.   Joint Marketing  Agreement between Rural Health  Technologies and
               NCRS, Inc. dated July 1, 1994.

          c.   Joint Marketing Agreement between DataTrans International,  Inc.,
               Sterling  National  Corporation,  Michael L.  Taylor and Brent A.
               Ruiz dated September 23, 1994.

          d.   Willford Hall Medical Center Air Force Base ("Lackland").

          e.   Vendor   Participation   Agreement   with   National   Electronic
               Information Corporation dated February 21, 1995.

          f.   Blue Cross and Blue Shield of Texas, Inc. dated March 23, 1995.

          g.   DataTrans International,  Inc. Joint Marketing and Subcontracting
               Agreement dated April 28, 1995.

          h.   Consulting Agreement with Bobby R. Knight dated July 28, 1995.

          i.   Regional  Memorandum of  Understanding  with GTE Southwest,  Inc.
               dated August 24, 1995.

Bill of Sale
From Sterling National Corporation to Electronic Transmission Corporation
Page 2

          j.   Brooke Army Medical Center dated October 1, 1995.

          k.   Consulting  Agreement  with Douglas J. Reeves dated  November 21,
               1995.

     (iv) The exclusive rights,  under agreements reached, but not yet executed,
          with the following parties:

          a.   National Electronic  Information  Corporation,  including a payor
               network service agreement, and agreements under which ETC will be
               designated as the preferred  provider for NEIC under contracts it
               enters  into  with  medical   facilities   administered   by  the
               Department of Defense of the U.S. Veterans Administration.

          b.   William F. Beaumont Hospital.

          c.   Madigan Army Hospital, Seattle - Tacoma, Washington.

          d.   Fort Hood Army Hospital, Fort Hood, Texas

          e.   MedStar, Nacogdoches, Texas

          f.   Facts Services, Inc., Coral Gables, Florida

          g.   MIMS, Colorado

          h.   Anthem Health Network, Dallas, Texas

          i.   Choice One, Fort Worth, Texas

          j.   Group & Pension Administrators, Richardson, Texas

          k.   Health Economics Corporation, Dallas, Texas

          l.   Medical Control, Dallas, Texas

          m.   Pro America Managed Care, Ind., Fort Worth, Texas

          n.   Risk Share, Inc., Dallas, Texas

          o.   Top Priority Administrators, Dallas, Texas

          p.   East Texas Medical

          q.   The L.P. BAIER Company, Fairfax, Virginia

          r.   General/Florida Preferred, Thomasville, Georgia

          s.   WalMart, Rogers, Arkansas

          t.   S.B. Howard & Company, Rogers, Arkansas

     (v)  The  knowledge,  experience,  and  business  know-how  of  Sterling in
          connection  with the Purchased  Business and all documents  disclosing
          the same.

     (vi) The agreements and understandings  between Sterling and its employees,
          affiliated  persons,  and independent  contractors,  including without
          limitation  L. Cade Havard,  Roy W. Mers,  Louann C. Smith,  Dennis G.
          Bissonnette,  Gail Curts, Sharla Drummond,  Tim Powell, Rachel Harris,
          Elaine Boze, Doris Fraley, Ann McDearmon and Scott Vu.

     Sterling hereby covenants and agrees with ETC to execute,  acknowledge, and
deliver all and every such further  instruments as may be necessary or desirable
fully to assure ETC and its successors and assigns title to all of the Property,
and to do or cause to be done all other acts and things necessary or appropriate
fully to bargain,  sell, convey,  transfer,  assign, and deliver the Property to
ETC and to cause title thereto to be vested in ETC.

     TO HAVE AND TO HOLD the  Property  unto ETC,  its  successors  and  assigns
forever;  and Sterling  hereby binds  itself,  its  successors  and assigns,  to
warrant and forever  defend title to the Property unto ETC, its  successors  and
assigns,  against every person whomsoever lawfully claiming or to claim the same
or any part thereof by, through, or under Sterling but not otherwise.

     Bill of Sale From Sterling National Corporation to Electronic  Transmission
Corporation Page 3

         WITNESS THE EXECUTION HEREOF, in multiple original  counterparts,  this
1st day of December,  1995, but effective as of the  commencement  of January 1,
1995.

                                          STERLING NATIONAL CORPORATION

                                          By: /s/ L. Cade Havard
                                              L. Cade Havard
                                              President

THE STATE OF TEXAS         )
                           )
COUNTY OF DALLAS           )

     The foregoing instrument was acknowledged before me on December 1, 1995, by
L. Cade Havard,  President of Sterling National  Corporation,  on behalf of said
corporation.

                                                     /s/ Sharla Drummond
                                                     Notary Public in and for
                                                     The State of Texas

                                  EXHIBIT 10.2

                                  EXHIBIT 10.2

          AGREEMENT FOR PROCESSING MEDICAL CLAIMS ON A TEMPORARY BASIS

     Electronic  Transmission  Corporation  ("ETC") has over the past few months
been working with  WAL-MART  ("WM") to evaluate the manner in which WM processes
its  medical  claims.  During  that time,  ETC has had a chance to work with the
staff at WM and to develop an  interface  with the existing  claims  systems and
receive and process  actual claims that have been received by WM. The results of
the work done on behalf of WM by ETC has been determined by both parties to have
been  successful  and  both  parties  desire  to  take  the  next  step  in  the
relationship between the two companies.

     ETC has  proposed to WM a long term  contract,  which  details the service,
pricing,  and other terms and conditions.  While both WM and ETC have determined
that there is interest in a long term contract of this type,  both have a desire
to begin the work of processing  claims for a shorter period,  during which time
the service, work flows,  benefits,  and other details can be further evaluated.
Since the  process  is new to WM, the time will also be used to  determine  what
additional  services could be furnished by ETC and to see if any of the services
included in ETC's original proposal may not be necessary.

     As a result of the  aforementioned  items,  ETC and WM would like to form a
short term working  relationship  which, if successful,  will grow into a longer
term agreement similar to the one first proposed by ETC. Therefore,  the parties
agree as follows:

     1.   ETC agrees to install the  necessary  equipment  on site at WM to scan
          all of the machine printed HFCA 1500 and UB 92 medical claim forms and
          to capture images of each to be sent to ETC.

     2.   The  equipment  provided  will be the same as proposed to WM by ETC in
          its long term contract, less the telecommunications equipment for high
          speed data transfer. Instead of the telecommunications  equipment, the
          equipment  package will include a high density,  high speed disk drive
          with  removable  media so that the  images  can be copied to disks and
          sent to ETC daily for processing.  At WM's option,  they may use their
          existing T-1 connection to transmit claims.

     3.   If WM chooses to send  claims on disk,  ETC will  supply WM with a two
          week supply of disks for use in sending  claims and will the disk each
          day after the claims have been collected by ETC.

     4.   ETC agrees that it will take the images delivered to it on disk or via
          telecommunication,  extract the data required for WM's claims  system,
          make needed corrections,  reformat the data and send it electronically
          back to WM for processing and claims payment.

     5.   As previously  agreed,  WM will provide  complete data base tables for
          providers  and members to ETC and to keep those tables up to date,  by
          sending  copies of  changes  made  daily to ETC  along  with the disks
          containing the claims.

     6.   ETC agrees to work to connect  the claims flow to the  different  PPOs
          used by WM, initially CCN, Health Advantage  (Columbia HCA) in Florida
          and other  states and others as requested by WM. In the case of claims
          going out to PPOs for  repricing,  WM will  provide  to ETC a means by
          which to determine which claims go to each PPO. Once ETC can determine
          where the claims go it will, before returning the data to WM, send the
          information  required by the  specific  PPOs where such PPOs will work
          with  ETC  to  receive  and  transmit  data,   collect  the  repricing
          information,  combine it with the original  claim data and provide the
          entire  record  back to WM  electronically,  so WM will  be  ready  to
          adjudicate and pay the claims.

     7.   ETC agrees to  install  the  equipment  at WM and train  operators  to
          effectively  image the claims to be sent to ETC.  ETC will  provide an
          onsite  priority  service  contract from Bell & Howell which calls for
          onsite  service  within  4  hours  of  calling,   but  ETC  cannot  be
          responsible  for actual  response  time.  WM will pay all  maintenance
          costs of the equipment  provided and will indemnify ETC for any damage
          to or loss of that  equipment  and will carry  adequate  insurance  to
          cover the damage to or loss of said  equipment.  ETC DOES NOT  WARRANT
          THE  EQUIPMENT  PROVIDED  IN  ANY  WAY,  INCLUDING  ANY  WARRANTY  FOR
          MERCHANTABILITY FOR A PARTICULAR  PURPOSE,  and WM agrees to look only
          to the equipment and manufacturer's  warranty, if any. ETC will do all
          within its ability to see that any service  needed on the equipment is
          provided promptly.

     ETC  warrants its  capability  to perform the  services  described  herein;
however,  quality  performance by ETC is dependent upon the  availability of the
documentation  requested and access to the WM network,  facilities and personnel
at the appropriate times in the process. ETC's obligation under this warranty is
limited to the  correction  of any problems  once  notified of their  existence.
THERE ARE NO OTHER  WARRANTIES  OF ANY KIND  HEREUNDER  OR WITH  RESPECT  TO THE
SOFTWARE AND  SERVICES  INCLUDING,  BUT NOT LIMITED TO,  IMPLIED  WARRANTIES  OF
MERCHANTABILITY   AND  OF  FITNESS  FOR  ANY   PARTICULAR   PURPOSE.   Under  no
circumstances shall ETC be liable for any incidental,

special, indirect, consequential, exemplary, lost profit, business interruption,
or other damages of any sort except as expressly set forth herein.  This section
will survive any termination or expiration of this Agreement.

     In exchange for the time spent on development,  testing, and proving of the
system to date,  and with the further  acquisition of equipment for the WM site,
delivery setup, and training WM employees on the use of the Equipment, WM agrees
to the following:

     1.   WM will use the equipment  provided by ETC to process  machine printed
          HCFA 1500 and UB 92 claim forms it receives.

     2.   WM will provide all the necessary data base tables described in number
          5 above and will provide daily changes to the system tables to ETC.

     3.   While  the  equipment  is  onsite  at WM,  WM  agrees  that all of the
          equipment provided by ETC is and will remain the property of ETC.

     4.   WM agrees to  indemnify  ETC from  financial  loss with regards to the
          equipment,  as a result  of theft or  damage  of any kind  other  than
          normal wear and tear.

     5.   WM  acknowledges  that the software  associated with the system is the
          property  of ETC and will not be copied or used on any  computers  for
          any reason.

     6.   WM agrees to use the service for a minimum of 90 days from the date of
          delivery and setup of the equipment onsite at WM.

     7.   WM agrees  that it wishes for ETC to handle  every  claim  possible in
          order to receive the maximum  benefit of undertaking  this  automation
          project.  In order for ETC to be  successful  in getting  the  maximum
          number of claims  through  the WM  system  electronically,  it will be
          necessary  for ETC to link  with  as  many  of the PPO  networks  that
          provide repricing to WM as possible. In order to eliminate any initial
          resistance  from the  networks,  WM  agrees to pay the fees due to ETC
          during the initial 90 day evaluation  period. At the end of the 90 day
          evaluation  period,  ETC agrees to review the  changes for its service
          and make a decision  as to what fees will be charged in the future and
          make suggestions as to how fees might be allocated among those wishing
          to participate.  It is ETC's experience that, once WM and the networks
          both have a chance to  evaluate  the  impact  of  automation  on their
          respective businesses,  each can more easily justify paying for a fair
          and  equitable  share of the ETC fees.  WM agrees  that for the 90 day
          evaluation  period it will pay to ETC  $1.00 per claim for each  claim
          processed,  but in no case less than $5,000 per month. ETC agrees that
          any fees  collected  from PPO  networks  during the 90 day  evaluation
          period  will  be  immediately  credited  to the  next WM  invoice  for
          services.  ETC further  agrees to follow a guideline  set out by WM on
          attempting  to  negotiate  fees  with  PPO  networks,  which  will not
          interfere with the existing agreements between WM and the networks.

     8.   WM  hereby  authorizes  ETC  (i)  to  take  all  actions  contemplated
          hereunder  including  transmitting Claims on behalf of WM, and (ii) to
          request and/or receive reports with respect to any such  transmissions
          which are  available  from  recipients of such  transmission  or other
          parties.

     It is  agreed  by both  parties  to this  agreement  that  progress  of the
operations  will be reviewed  jointly at least  monthly  during the term of this
agreement.  At the  beginning of the third month,  if both parties agree to move
forward on a long term contract, the initial contract provided to WM by ETC will
be the basis for  completing  a long term  contract.  At this time both  parties
should have  sufficient  information  about the other to  establish  jointly the
objectives,  needs,  service  plans  and  overall  scope  of  work to be able to
negotiate  in good  faith to  complete  a long  term  contract  between  the two
organizations. If agreement can be reached during the third month, the objective
of both  parties  will  be to have an  agreement  signed  and in  place  with an
effective date of 91 days after the initial work begins.  If during the third 30
day  period  neither of the  parties  are ready for a long term  contract,  this
agreement can be extended  with the agreement of both parties.  Should WM decide
at the end of the 90 days that it does not wish to continue with the services of
ETC or to enter into a long term agreement, ETC will be notified and will remove
its equipment  from the WM premises and a final bill will be rendered to WM from
ETC which will due upon  receipt.  The final bill will cover only claims ETC has
processed and will not exceed One Dollar ($1.00) per claim.

     This  Agreement  represents  the  complete  agreement  of the parties  with
respect to the subject matter hereof and may be amended only in writing executed
by the parties. This Agreement may be executed in multiple counterparts,  and by
the parties in separate counterparts, each of which shall be an original but all
of which together shall constitute one and the same  instrument.  This Agreement
shall be governed by and construed in  accordance  with the laws of the State of
Texas.

Electronic Transmission Corporation         WAL-MART

By:/s/ L. Cade Havard                       By:/s/ Charles R. Ratcliff
   ------------------                          ------------------------
Print Name: L. Cade Havard                  Print Name: Charles R. Ratcliff
Title: Chairman, CEO                        Title: Senior Vice President
                                                   Benefits Administration
Address: 5025 Arapaho Road, Suite 515       Address: 922 W. Walnut
         Dallas, TX 75248                            Rogers, AR 72756-3206

Phone: (214) 980-0900                       Phone: (501) 621-2559
Facsimile: (214) 980-0929                   Facsimile: (501) 621-2654

Effective Date:      3-5-96

                                  EXHIBIT 10.3

                                  EXHIBIT 10.3

                   EQUIPMENT LEASE AND STOCK OPTION AGREEMENT

     This agreement (this "Agreement") is entered into on the 23rd day of April,
1996 (the "Effective Date") between Electronic Transmission Corporation, a Texas
corporation ("ETC"), and Ironwood Leasing Limited, a Texas corporation ("ILL").

     Whereas, ETC needs to lease scanning equipment to provide to its clients in
connection with its business of transmitting medical claims electronically; and

     Whereas, ILL wishes to supply ETC with scanning equipment for that purpose:

     Now, therefore, the parties agree as follows:

     1. Lease of  Equipment.  ILL does  hereby  lease to ETC and ETC does hereby
lease from ILL the  equipment  described  in  Exhibit  "A"  attached  hereto and
incorporated  herein  (the  "Equipment")  for the term  indicated  in Section 3,
unless sooner  terminated in accordance with the terms of this agreement.  It is
contemplated by the parties that this Agreement may be amended from time to time
to change,  or add to, the  description of the Equipment which is subject hereto
and to adjust the rental payments due hereunder as a result of such change. Upon
any such  change,  a revised  Exhibit  "A" shall be  prepared  and a new monthly
rental payment due pursuant to Section 3 shall be determined;  provided, that no
such amendment  shall be effective  unless  executed in writing by both parties.
ILL will be the  exclusive  source of scanning  equipment for direct or indirect
use by ETC in its business during the term of this Agreement.  ILL has the right
to decline to provide  any  scanner(s)  requested.  In that  event,  ETC may use
whatever means it chooses to secure placement of the desired scanner(s).

     2. Term. This Agreement shall be for a term of five years commencing on the
date hereof, and shall thereafter  automatically  renew for consecutive one year
periods  unless one party gives the other party written  notice of its intention
to terminate this Agreement 90 days prior to the end of a renewal term, in which
case this Agreement shall terminate at the end of such renewal term.

     3.  Rental  Payments.  ILL  will  lease  to ETC  each  piece  of  equipment
constituting  the  Equipment  for the  amount  set forth for each such  piece of
equipment on Exhibit "A", and such rental  payments shall be due on the first of
each month for thirty months beginning the month following delivery.

     4.  Indemnity.  ETC  will  indemnify  ILL for any  loss  or  damage  to the
equipment  and will carry  adequate  insurance  coverage,  or will  require  its
clients to carry adequate insurance  coverage,  (with ILL named as an additional
insured  party) to protect the equipment in an amount not to exceed the purchase
price and with companies that are acceptable to ILL. ETC will indemnify and hold
harmless ILL and each of its employees from and against all liabilities, losses,
damages  or  actions,  suits,  demands  or claims of any kind or nature  (each a
"Claim"),  directly or indirectly  relating to or arising out of the  operation,
possession,  control,  storage or condition of the Equipment or ETC's failure to
comply with the terms of the Agreement during the term, and all reasonable costs
and expenses whatsoever,  to the extent they may be incurred or suffered by such
indemnified party in connection therewith.  The foregoing indemnity shall cover,
without  limitation,  (i) any Claim in connection  with a design or other defect
(latent or patent) in any Equipment,  (ii) any Claim for negligence or strict or
absolute  liability  in tort and  (iii) any Claim  for  damage  due to  business
interruption including, without limitation,  consequential or special damages to
third parties,  incidental,  special, indirect,  consequential,  exemplary, lost
profit  or other  damages  of any  sort.  Costs  and  expenses  covered  by this
indemnity  shall include,  without  limitation,  reasonable  attorneys' fees and
expenses,  fines,  penalties and other charges as applicable.  This section will
survive any termination or expiration of this Agreement.

     5. Warranties: Repairs and Maintenance.

     (a)  ILL  HAS  NOT  MADE,  WILL  NOT  MAKE  AND  EXPRESSLY   DISCLAIMS  ANY
REPRESENTATION  OR WARRANTY  (EXPRESS  OR IMPLIED) AS TO THE DESIGN,  CONDITION,
MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR  PURPOSE OF ANY EQUIPMENT,  OR ITS
CONFORMITY TO THE PROVISIONS AND SPECIFICATIONS OF ANY CONTRACT,  ITS COMPLIANCE
WITH ANY LAWS, RULES, OR GOVERNMENTAL  REQUIREMENTS;  OR ANY PATENT INFRINGEMENT
OR LATENT OR PATENT DEFECTS OF ANY EQUIPMENT.  ETC will not represent or warrant
to any of its customers or potential

customers  that the  Equipment  is fit for any  purpose  or use  other  than any
representation or warranty made by the Equipment's original manufacturer.

     (b) To the extent that the Equipment or components thereof are protected by
warranties  issued by original  manufacturers  from which ILL has  purchased the
Equipment,  ILL agrees to make any and all claims under such  warranties to such
original  manufacturers  as may be  reasonably  requested  or  directed  by ETC;
provided,  however,  that in no event  shall ILL be liable to ETC because of any
failure or refusal of the  original  manufacturer  (or any other party) to honor
any warranty  covering the  Equipment or any part thereof and that ETC agrees to
look only to the equipment manufacturer's warranty, if any.

     (c) Except as provided in Section 4, to the extent repairs to the Equipment
are not covered by any  manufacturer  warranty,  maintenance of the Equipment is
the  responsibility  of ILL and ILL  will  bear the  cost  and  expenses  of all
necessary repairs not caused in whole or in part by the improper or careless use
of the Equipment by ETC or ETC's clients; provided,  however, that ILL shall not
be liable to ETC for,  and ETC  agrees to  indemnify  ILL  against,  any  claims
related  to  Equipment  down time or lack of, or  failure  to  properly  perform
maintenance.

     6. Location; Use, Inspection and Return.

     (a) Each scanner will be designated  for a client or for ETC's use. ETC may
move the Equipment to any place within the United States,  provided that the ILL
is notified of such change in location in writing.

     (b) The Equipment shall be used solely in the conduct of ETC's business and
shall be operated by  competent  and  qualified  employees of ETC or its clients
only and in the manner and for the use  contemplated  by its  manufacturer.  ETC
shall pay all expenses of operation.  ETC will not use,  maintain,  or store any
Equipment  improperly,  carelessly  or in  violation  of this  Agreement  or any
applicable statutes, laws or regulation.

     (c) The Equipment  shall be used for commercial  purposes only, and not for
consumer, personal, home or family purposes.

     (d) ILL shall  have the  right to  inspect  the  Equipment  during  regular
business hours at its expense for travel to client site.

     (e) Upon the  termination  of this Agreement with respect to any Equipment,
such  Equipment  shall be returned in good  condition at ETC's expense to ILL at
its principal place of business.

     7. Title to  Equipment.  The  Equipment  shall at all times be the sole and
exclusive  property of ILL.  ETC shall not have any rights or property  interest
therein other than pursuant to this  Agreement.  ETC may not assign any right to
or interest in the Equipment or permit any lien or encumbrance to exist thereon,
other  than liens and  encumbrances  placed  thereon by ILL or persons  claiming
against ILL. The  Equipment  shall at all times remain  personal  property,  and
shall not become affixed to real property in any way such that any portion of it
becomes a fixture.

     8. True Lease:  Security Interest.  This Agreement  describes the terms of,
and is intended by the parties  hereto to be, a true lease;  provided,  however,
that the parties acknowledge that the terms and conditions of the Agreement may,
alternatively,  create a  secured  financing  or  lease  for  security.  If this
Agreement  constitutes a security  agreement or lease for  security,  ETC hereby
grants a security  interest to ILL in all of ETC's right,  title and interest in
the  Equipment,  to secure all of ETC's  obligations  under this  Agreement.  If
requested  by  ILL,  ETC  shall  execute  and  deliver  to ILL  UCC-1  Financing
Statements  reflecting that the Equipment is personal property subject to a true
lease.

     9.  Taxes.  ILL shall pay any  personal  property  taxes that may be levied
against the Equipment, and ETC shall promptly reimburse ILL for such taxes.

     10. Escrow. ETC agrees to escrow all accounts received derived from the use
of this equipment,  less third party costs,  through March 31, 1996 or until any
class of securities  of ETC or any company ETC merges with is  registered  under
the Securities  Exchange Act of 1934 (the "Exchange  Act") or otherwise  becomes
publicly  traded,  or the fund in escrow (the  "Escrow  Funds")  equal the total
purchase  price of the Equipment  set forth on Exhibit "A" hereto,  whichever is
sooner.

     11. Stock Option.  At any time during the term of this  Agreement,  ILL has
the option to (i) sell to ETC any or all of the  Equipment  in exchange  for the
number of shares of ETC common  stock (or stock of any company ETC merges  with)
("ETC Stock"),  that is equal to the purchase price set forth on Exhibit "A" for
the Equipment  divided by 1.25 per share or (ii)  purchase,  at $1.25 per share,
the  number of shares of ETC Stock (or stock of any  company  ETC  merges  with)
equal to the purchase  price of the equipment  divided by 1.25, and give ETC the
option to purchase the equipment at the end of the lease for

$1.00;  provided,  however, that, if ETC issues or agrees to issue, or grants an
option to  purchase,  ETC Stock to any other person for a price less than $1.25,
the price payable by ILL shall be reduced to such lower price.  If ILL elects to
exercise the option granted to it by ETC in this section, such exercise shall be
pursuant to a stock  purchase  agreement  containing  customary  representation,
warranties and covenants.

     12. Stock Rights.  All stock received by ILL will be unencumbered  and free
of trading  restrictions except those required by SEC regulations.  ETC will use
its best efforts to register shares flowing to ILL in any registration of shares
by ETC.

     13.  Anti-dilution.  ETC will not issue  additional  securities  before ETC
merges with a public company.

     14. Events of Defaults.  The following  events are referred to collectively
as "Events of Default", or individually as an "Event of Default":

     (a) ETC defaults in the due and punctual  payment of rent, and such default
continues uncured for five days after written notice from ILL;

     (b) The  Equipment  is subject to any  attachment  at the  instance  of any
creditor of or claimant  against ETC, and said  attachment is not  discharged or
disposed of within fifteen days after its levy;

     (c) ETC files a petition in bankruptcy or insolvency or for  reorganization
or  arrangement  under the  bankruptcy  laws of the  United  States or under any
insolvency  act of an state,  or admits  the  material  allegations  of any such
petition by answer or otherwise,  or is dissolved or makes an assignment for the
benefit of creditors;

     (d) Involuntary proceedings under any such bankruptcy law or insolvency act
or for the  dissolution  of ETC are  instituted  against ETC, or a receiver or a
trustee is appointed  for all or  substantially  all of the property of ETC, and
such  proceeding is not dismissed or such  receivership  or trusteeship  vacated
within sixty days after such institution or appointment;

     (e) ETC fails or refuses to perform  its  obligations  under  Section 12 of
this Agreement;

     (f) ETC fails or refuses to perform  its  obligations  under  Section 13 of
this Agreement; and

     (g)  ETC  breaches  any  of  the  other  agreements,  terms,  covenants  or
conditions  which  this  Agreement  requires  ETC to  perform,  and such  breach
continues  uncured for a period of thirty  days after  notice from ILL to ETC of
such  breach;  or,  if such  breach  cannot  reasonably  be  cured  within  such
thirty-day  period, ETC fails to commence to cure such breach within thirty days
after notice from ILL or fails to proceed  diligently to cure such breach within
a reasonable time period thereafter.

     15. Remedies.

     (a) If one or more Events of Default  described in subdivisions (a) through
(g) of Section 14 occur then ILL has the right, at its election:

          (i) To terminate this Agreement and collect the purchase price for the
     Equipment set forth on Exhibit "A" from the Escrow Funds and, to the extent
     that the Escrow Funds are not  sufficient to fully pay the purchase  price,
     from ETC;

          (ii) To give ETC written  notice of ILL's  intention to terminate this
     Agreement  on the  earliest  date  permitted  by law or on any  later  date
     specified in such notice,  in which case ETC's right to  possession  of the
     Equipment will cease;

          (iii) Without  further  demand or notice,  to enter ETC's premises and
     take  possession of the Equipment or any part of the Equipment,  and remove
     such Equipment or any part thereof,  using such  reasonable  force for such
     purposes as may be necessary, without being liable for prosecution, without
     being deemed guilty of any manner of trespass, and without prejudice to any
     remedies for arrears of rent or other amounts  payable under this Agreement
     or as a result of any preceding breach of covenants or conditions; or

          (iv) Without  further  demand or notice,  to cure any Event of Default
     and to charge ETC for the cost of effecting such cure,  including,  without
     limitation,  attorneys'  fees and interest on the amount so advanced at the
     rate  of  fifteen  percent  per  annum,  provided  that  ETC  will  have no
     obligation to cure any such Event of Default.

Should ILL elect to take  possession  of the  Equipment  as  provided  in clause
(iii),  above,  or should ILL take possession  pursuant to legal  proceedings or
pursuant to any notice  provided  by law,  ILL may,  from time to time,  without
terminating this Agreement,  relet the Equipment or any part of the Equipment in
ILL's or ETC's name,  but for the account of ETC,  for such term or terms (which
may be greater or less than the period  which would have  otherwise  constituted
the balance of the term of this  Agreement) and on such conditions and upon such
other  terms  (which may include  concessions  of free rent) as ILL, in its sole
discretion,  may  determine,  and ILL may collect and receive the rent.  In such
event ETC will continue to pay to ILL monthly rent and other sums as provided in
this Agreement, which would be payable under this Agreement if such repossession
had not  occurred,  less  the net  proceeds,  if any,  of any  reletting  of the
Equipment  after deducting all of ILL's  reasonable  expenses in connection with
such reletting, including, without limitation, all repossession costs, brokerage
commissions,  attorneys'  fees,  alteration  and repair  costs,  and expenses of
preparation for such  reletting.  ILL will in no way be responsible or liable to
ETC for any failure to relet the Equipment, or any part of the Equipment, or for
any  failure  to  collect  any rent  due upon  such  reletting.  No such  taking
possession  of the  Equipment  by ETC will be  construed as an election on ETC's
part to terminate  this  Agreement  unless a written notice of such intention is
given to ETC.  No notice  from ILL  under  this  paragraph  will  constitute  an
election by ILL to terminate this Agreement  unless such notice  specifically so
states.  ILL reserves  the right  following  any such  reletting to exercise its
right to terminate  this Agreement by giving ETC such written  notice,  in which
event this Agreement will terminate as specified in such notice.

     (b) The remedies  described in this Section 15 shall be  cumulative of each
other and shall not limit or impair  any other  rights or  remedies  that may be
available to the parties hereunder or under applicable law.

     16.  Line of Credit.  ILL will use its best  efforts to provide  ETC with a
$500,000 line of credit for operating capital. ETC may draw from this line up to
eighty percent (80%) of its accounts receivable that are under 65 days due. This
draw will be  re-evaluated  monthly.  To secure  this line of  credit,  ETC will
pledge shares of its common stock on a two for one basis (i.e., two dollar trade
value of its stock for every one dollar  drawn from the line of  credit).  Stock
options  will enure to ILL to the  amount of credit  drawn on by ETC at the same
rate as described herein for scanners.

     17.  Loan  Origination  Fee.  ETC  will  pay  ILL a loan  origination  fee,
beginning  three  months  after ETC merges with a public  company,  in an amount
equal  to ten  percent  (10%) of  ILL's  total  exposure  under  this  Agreement
including  the amount spent to purchase  scanners and the amount drawn by ETC on
the line of credit, such amount being paid in ETC stock (or stock of any company
ETC merges with) valued at $1.25 per share.  This loan origination fee will be a
cumulative amount calculated each quarter.

     18. Financial Information. ETC shall use its best efforts to deliver to ILL
no later than 30 days after the end of each  quarter or 90 days after the end of
each fiscal year,  unaudited  financial  statements of ETC as of the end of such
quarter or year, until such time as ETC's financial  statements are audited,  in
which case ETC shall deliver to ILL such audited financial statements as soon as
they  have  been  prepared;  provided,  however,  that,  this  obligation  shall
terminate as soon as any class of ETC's securities  becomes registered under the
Exchange Act or becomes publicly traded.

     19.  Arbitration.  Any and all  controversies  or claims  arising out of or
relating to this Agreement  shall be resolved by arbitration in accordance  with
the rules of the  American  Arbitration  Association  and  judgment on the award
rendered  by the  arbitrator  or  arbitrators  shall be final and binding on the
parties. Any arbitration shall take place in Dallas, Texas.

     20.  Notices.  All  notices  hereunder  shall be in writing  and  delivered
personally or by certified U.S. Mail,  return receipt  requested,  or recognized
courier  service,  addressed  to  the  respective  addresses  set  forth  on the
signature  page hereof or to such other  address for itself as either  party may
specify.

     21.  Assignments.  Neither  party  hereto may assign this  Agreement or its
rights  hereunder to any third party  without the prior  written  consent of the
other party hereto. Subject to the foregoing,  this Agreement shall inure to the
benefit  of  and be  binding  upon  the  parties  hereto  and  their  respective
successors and assigns.

     22. Complete Agreement. This Agreement represents the complete Agreement of
the parties with respect to the subject matter hereof and may be amended only in
writing  executed by the  parties.  This  Agreement  may be executed in multiple
counterparts,  and by the parties in separate counterparts,  each of which shall
be an  original  but all of which  together  shall  constitute  one and the same
instrument. This Agreement shall be governed by and construed in accordance with
the laws of the State of Texas.

     IN WITNESS  WHEREOF,  ETC AND ILL have  caused  this  Agreement  to be duly
executed and delivered by their authorized representatives,  effective as of the
Effective Date.

Electronic Transmission Corporation              Ironwood Leasing Limited

By:  /s/ L. Cade Havard                          By: /s/ Alexis P. Shelokov
     L. Cade Havard                                  Alexis P. Shelokov
     Chairman, CEO

Address:  5025 Arapaho Road, Suite 515           Address:
          Dallas, Texas 75248

Telephone: (214) 980-0900                        Telephone:
Facsimile: (214) 980-0929                        Facsimile:

                                  EXHIBIT 10.4

                                  EXHIBIT 10.4

                             IRONWOOD LEASING, LTD.
                                  4132 Hockaday
                               Dallas, Texas 75229
                                 (214) 350-8882

June 20, 1996

Mr. L. Cade Havard, Chairman
Electronic Transmission Corporation
5025 Arapaho Road, Suite 515
Dallas, Texas 75248

     Re:  Equipment Lease and Stock Option (the "Agreement")  between Electronic
          Transmission   Corporation   ("ETC")  and   Ironwood   Leasing,   Ltd.
          ("Ironwood")

Dear Mr. Havard:

This letter  shall serve as  acknowledgment  by Ironwood of its waiver to escrow
requirements  imposed upon ETC pursuant to Section 10 of the  Agreement  for the
period  commencing  on the  effective  date of the Agreement and ending June 30,
1996. It is further understood that ETC shall not be required to comply with the
provisions of Section 10 of the Agreement  until it has received 30 days written
notice from  Ironwood of its intention to enforce the  obligations  of ETC under
said Section 10 of the Agreement.

Ironwood  also hereby  acknowledges  that any option to  purchase  shares of the
Common  Capital Stock of ETC pursuant to Section 11 of the Agreement  shall have
an exercise  price of $1.25 per share.  The option  exercise  price shall not be
adjusted for any other options to purchase  shares of ETC Common Stock issued to
any employee by ETC.

Very truly yours,

Ironwood Leasing, Limited

/s/ Dennis Barnes

Dennis Barnes

                                  EXHIBIT 10.5

                                  EXHIBIT 10.5

                                 PROMISSORY NOTE

     FOR VALUE RECEIVED, the undersigned,  Electronic Transmission  Corporation,
whose  address  is 5025  Arapaho  Road,  Suite 515,  Dallas,  Texas  75248,  its
representatives,  guarantors, successors and assigns (hereinafter referred to as
the  "MAKER"),  hereby  unconditionally  promises  to pay to  the  order  of ETC
Transaction Corporation,  whose address is 5025 Arapaho Road, Suite 515, Dallas,
Texas 75248  (hereinafter  referred to as  "TRANSACTION"),  the principal sum of
U.S. seven hundred  seventy-nine  thousand five hundred seventy-four dollars and
fifty cents (U.S. $779,574.50), such amount to be payable in lawful money of the
United  States of  America  at six  percent  annual  interest,  such  payment of
principal and interest being due and payable on or before July 1, 1997. All past
due  principal and interest of this Note shall bear interest at the Maximum Rate
until paid. The term "Maximum  Rate" as used herein shall mean,  with respect to
the holder hereof, the maximum  non-usurious  interest rate, if any, that at any
time, or from time to time, may be contracted for, taken, reserved,  charged, or
received  on the  indebtedness  evidenced  by this Note under the laws which are
presently in effect of the United  States and the State of Texas  applicable  to
such holder and such indebtedness or, to the extent permitted by law, under such
applicable  laws of the United States and the State of Texas which may hereafter
be in effect and which allow a higher  maximum  non-usurious  interest rate than
applicable laws now allow.  Regardless of any provision  contained in this Note,
no holder of this Note shall ever be entitled to receive,  collect or apply,  as
interest on any amount owing hereunder,  any amount in excess of an amount which
would result in exceeding the maximum  charged by applicable law. Any rights and
remedies  herein  expressly  conferred  are  cumulative  of all other rights and
remedies  by law or in equity  provided,  and  shall  not be  deemed to  deprive
TRANSACTION of any such other legal or equitable rights or remedies, by judicial
proceedings or otherwise,  appropriate to enforce the conditions,  covenants and
terms of this Note,  and the employment of any remedy  hereunder,  or otherwise,
shall  not  prevent  the  concurrent  or  subsequent  employment  of  any  other
appropriate remedy or remedies.

     If this Note is placed in the hands of an attorney for collection, or if it
is collected  through any legal proceeding at law or in equity or in bankruptcy,
receivership  or other  court  proceedings,  MAKER  agrees  to pay all  costs of
collection,  including but not limited to court costs and reasonable  attorney's
fees.

     MAKER and each surety, endorser,  guarantor and other party ever liable for
payment of any sums of money  payable on this Note jointly and  severally  waive
presentment and demand for payment,  protest, notice of protest and non-payment,
as to this Note and agree  that  their  liability  under  this Note shall not be
affected by any renewal or  extension in the time of payment  hereof,  or in any
indulgences,   and  hereby   consent  to  any  and  all  renewals,   extensions,
indulgences,  releases  or changes  regardless  of the number of such  renewals,
extensions, indulgences, releases or changes.

EXECUTED this 1st day of June, 1996.
                                      Electronic Transmission Corporation, MAKER

                                      By:/s/ L. Cade Havard
                                         L. Cade Havard,
                                         President, CEO

                                  EXHIBIT 10.6

                                  EXHIBIT 10.6

Network Employers Group, Inc.

                        Staff Leasing Services Agreement

     This STAFF LEASING SERVICES  AGREEMENT  ("Agreement") is made on January 1,
1996, by and between Network Employers Group, Inc. ("NEG"), a Texas corporation,
and Electronic Transmission  Corporation ("Client"),  both parties acting by and
through their duly  authorized  representatives.  NEG is a duly  licensed  Texas
staff leasing  services  company  regulated by the Texas Department of Licensing
and Regulation under the Texas Staff Leasing Services Act (including TAC Chapter
72  Rules)  (Exhibit  "B").  Under the terms of this  Agreement,  NEG  agrees to
maintain the employment of the employees listed on the payroll register (Exhibit
"A")  (the  "Payroll  Register  and Fee  Schedule"),  and NEG will  periodically
designate  and lease to Client  certain  employees to work at Client's  place of
business  and  perform   services   for  Client   ("Assigned   Employees").   In
consideration  of the sum of Ten and No/100 Dollars  ($10.00),  mutual  promises
herein  contained  and other good and valuable  considerations,  the receipt and
sufficiency of which are hereby acknowledged and confessed, the parties agree as
follows:

1.   TERM OF AGREEMENT.

     This Agreement  begins on the Effective  Date, and remains in effect at the
same rates and terms  specified  herein (unless the parties  otherwise  agree in
writing) until either party terminates,  with or without cause, at any time, and
without  payment  of any  penalty  or  premium  charge,  by giving 30 days prior
written  notice,  or by shorter notice as provided  elsewhere in this Agreement.
Upon  termination,  neither party shall have any further  duties or  obligations
hereunder,  except  Client  shall  pay NEG any  fees  due,  earned  through  the
effective date of termination,  and NEG shall perform its obligations  hereunder
through the effective date of termination.

2.   PERSONNEL.

     Client  will  provide  NEG  the  following  information  on any  individual
proposed  to be hired by NEG:  (i) Name,  (ii)  Social  Security  Number,  (iii)
Expected Date and Time of Hire, and (iv) Job Description.  An individual becomes
an Assigned  Employee under this Agreement only after an offer of employment has
been made by NEG, and accepted by the individual,  whether or not the individual
is then so designated an Assigned Employee on Exhibit "A".

3.   SERVICE FEES.

     a) Client shall pay NEG service fees,  due and payable,  based on the gross
payroll  of the  Assigned  Employees  and a  service  fee  equal to the fee rate
percentage as specified on Exhibit "A", upon receipt or at least one working day
prior to the date payroll checks are  distributed.  Client agrees to provide NEG
with accurate  payroll  information at least four days prior to each payroll due
date. The parties  understand and agree that Exhibit "A" represents  payroll for
the Assigned  Employees as at the date of this Agreement,  that Exhibit "A" will
periodically  vary, and that NEG's duties hereunder are based on Client's entire
leased Assigned Employee payroll,  regardless of whether all Assigned  Employees
are  reflected on Exhibit "A". If the payroll  information  in Exhibit "A" is or
becomes  inaccurate,  Client agrees to immediately  amend Exhibit "A" to reflect
current  information and shall pay, within 10 days notice from NEG of the error,
any additional costs incurred by NEG as a result of the inaccuracy.

     b) NEG shall not  unilaterally  adjust the fee rate percentage as specified
on Exhibit "A", except for adjustments made necessary by:

          (i)  statutory and  regulatory  changes,  including but not limited to
               adjustments to FICA, federal and/or state unemployment taxes, and
               insurance premiums changes; and/or

          (ii) changes  in  Exhibit  "A"   requested  by  Client  which  require
               recalculation  of the fee rate  percentage,  to the  extent  such
               recalculation  results in a fee rate  percentage  change  greater
               than 1%.

     c) Any  increases in the fee rate  percentages  for statutory or regulatory
changes  in  employment  taxes,  insurance  costs or job  descriptions  shall be
effective on the date of such statutory or regulatory increase or change.

     d) Any increase in the fee will be billed with the next  effective  payroll
period  and be kept  current  at all times  except  for  retroactive  changes or
statutory and regulatory changes known at the time the payroll is billed.

     e) Any change in the fee rate  percentage  shall be  reflected in a revised
Exhibit "A", which shall then be made
a part of this Agreement.

     f) Client shall use a method of payment approved in advance by NEG.

     g) Client or on-site  supervisor shall report to NEG all time worked by all
NEG Assigned Employees furnished to Client each pay period and shall provide NEG
with written verification of same.

     h) Client  shall notify NEG within two working days of any invoice or other
communication error.

     i) If Client  fails to pay any amount owed under this  Agreement  when due,
Client  shall pay a service  charge of 1/2% per month  (pro rated to the date of
payment) on the unpaid  balance  from invoice  date until  payment.  In no event
shall the service  charge exceed the lawful rate of interest  chargeable on such
debt.

4.   REQUIREMENTS AND ACKNOWLEDGEMENTS.

     Client understands and acknowledges the following:

     a) This Agreement, and all obligations and duties hereunder, are subject to
and governed by the Texas Staff Leasing Services Act and TAC Chapter 72 Rules.

     b) Workers' Compensation Insurance.  NEG will furnish and keep in force and
effect  at all  times  during  the  term of this  Agreement  a  policy  of Texas
statutory  workers'  compensation  insurance covering all NEG Assigned Employees
furnished  to Client  pursuant  to the  terms of this  Agreement.  Upon  written
request,  NEG will provide a certificate  of insurance  verifying such coverage.
Client will assist NEG in posting,  and will maintain posting during the term of
this  Agreement,  the workplace  notices  required under state law in connection
with NEG's  subscriber  status  (Exhibit "C") in  conspicuous  locations at each
Client worksite, as required by the Texas Workers' Compensation Act.

     c)  Pursuant  to  the  Texas  Staff  Leasing  Services  Act,  for  workers'
compensation insurance purposes,  both NEG and Client are co-employers,  subject
to ss.ss.  3.08 and 4.01 of the Texas  Workers'  Compensation  Act (now codified
under Tex. Labor Code Ann.  ss.ss.  406.034 and 408.001).  Unless a NEG Assigned
Employee  gives  proper  notice  to  NEG of his or  her  desire  to  retain  the
common-law right of action to recover damages for workplace personal injuries or
death, as provided by ss.406.034(b),  he or she waives the right to sue both NEG
and Client to recover  damages for personal  injuries or death  sustained in the
course  and scope of  employment.  Under  ss.408.001,  both NEG and  Client  are
protected by the "exclusive remedy" provision: recovery of workers' compensation
benefits  is  the  exclusive  remedy  of  an  Assigned  Employee   sustaining  a
workrelated injury or death against NEG and/or Client (excepting  wrongful death
due to intentional act or omission or gross negligence).

     d) Pursuant to TWCC and Texas  Department  of Insurance  ("TDI")  rules and
regulations, NEG will (1) notify each existing Assigned Employee in writing that
NEG does have workers' compensation insurance coverage; (2) notify each Assigned
Employee hired  hereafter,  at the time of hire, in writing,  that NEG does have
workers' compensation insurance coverage; (3) provide Client required notices to
post at conspicuous worksite locations that NEG does have workers'  compensation
insurance  coverage;  and (4) perform all reporting and filing  requirements and
any other actions required of subscribing employers.

     e) Notice Requirements Under The Texas Staff Leasing Services Act. NEG will
(1) disclose to the Texas Department of Licensing and Regulation  ("TDLR"),  the
Client,  and all  Assigned  Employees  information  in writing  relating  to any
insurance  or benefit  plan  provided  for the  benefit of  Assigned  Employees,
including  (i) the type of coverage;  (ii) the identity of each insurer for each
type of  coverage;  (iii)  the  amount  of  benefits  provided  for each type of
coverage and to whom or on whose behalf benefits are to be paid; (iv) the policy
limits on each insurance policy;  and (v) whether the coverage is fully insured,
partially insured,  or fully self-funded;  (2) require each Assigned Employee to
sign a written  notification  of service  agreement  (Exhibit  "D")  (Employment
Agreement),  giving notice of this Agreement,  as it affects Assigned  Employees
hereunder,  and that NEG shall provide  employee injury benefits as described in
the  Plan;  and (3)  notify  the Texas  Employment  Commission  ("TEC")  of this
Agreement in the form prescribed by the TEC.

     f) NEG will notify each Assigned  Employee and Client of the name,  mailing
address, and telephone number of the TDLR; such notice shall be made on a 2-inch
by  3-inch  notification  card  (Exhibit  "E"),  and  will be made a part of all
contractual  agreements  between NEG and Client. A poster-sized  version of this
notice will be posted by Client at each Assigned Employee worksite location in a
place that is in clear and unobstructed public view (Exhibit "F").

     g) Liability Insurance.  Client shall furnish, and keep in force and effect
at all times during the term of this Agreement,  comprehensive general liability
insurance including  products/completed  operations coverage with minimum limits
of $1,000,000.00 per occurrence and $2,000,000.00 aggregate.  Client shall cause
its insurance carrier to issue a certificate of

insurance  to NEG  confirming  this  coverage and give not less than thirty (30)
days advance notice of cancellation or material change.

     h) Client shall  furnish,  and keep in force and effect at all times during
the  term  of  this  Agreement,  comprehensive  automobile  liability  insurance
covering all owned,  hired and  non-owned  automobiles  with a minimum  limit of
$1,000,000.00  per occurrence  combined  single limit bodily injury and property
damage liability.  The policy shall also provide uninsured  motorists  insurance
with a minimum  combined single limit of $60,000.00.  In states where "no fault"
laws apply,  Personal Injury Protection (P.I.P.) or equivalent coverage shall be
required  to meet the  requirements  of the state.  The Client  shall  cause its
insurance  carrier to issue a certificate  of insurance to NEG  confirming  this
coverage  and to  give  not  less  than  thirty  (30)  days  advance  notice  of
cancellation or material change.

     i)  Client  shall  deliver  copies  of  all  insurance   policy  forms  and
certificates required under this Agreement, signed by authorized representatives
of the insurance companies to NEG within fifteen (15) days of the Effective Date
of this Agreement.

     j) Bonds.  Client shall pay all expenses  relating to any Bonds or Fidelity
Bonds which Client currently maintains,  or later obtains, and shall provide NEG
copies of each within 15 days of receipt.

     k) Subrogation.  NEG and Client mutually waive any claim against each other
by way of subrogation,  which may arise during the term of this Agreement, for a
loss of or damage to any property,  covered by an insurance policy,  but only to
the extent  such  property  loss or damage is  recovered  under  such  insurance
policy,  and  not  otherwise.  This  waiver  shall  bind,  and be  evidenced  on
endorsements issued by, each party's insurers.

     l) Unemployment Compensation. NEG is the employer of the Assigned Employees
for purposes of the Texas Unemployment Compensation Act (now codified under Tex.
Labor  Code Ann.  ss.ss.  201.001.  et seq.  and ss.  61.001).  NEG will  report
quarterly to the TEC Client's name,  address,  telephone number,  federal income
tax  identification  number,  and  classification  code  (as  described  in  the
"Standard  Industrial  Classification  Manual" as published by the United States
Office of Management and Budget) on TEC prescribed forms.

     m)  Professional  Licenses.  Client shall be liable for compliance with any
professional   licensing   requirements  and  responsible  for  maintaining  any
professional licenses required of Assigned Employees under this Agreement.

     n)  Professional  Liability.   Client  shall  be  liable  for  professional
liability,  including  but not limited to  malpractice  or errors and  omissions
coverage and compliance with any regulation mandating such coverage.

5.   SUPERVISION.

     NEG will  periodically  designate,  on the "Designation of Supervisor Form"
(Exhibit  "G"), one or more Assigned  Employee(s)  as the on-site  supervisor(s)
("Supervisor",  whether  one or  more).  The  Supervisor  shall  have  sole  and
exclusive  authority  to direct and control the  workplace  activity of Assigned
Employees and carry out NEG policies and procedures under this Agreement.

6.   ADMINISTRATION.

     a) NEG is the sole  employer of the  Assigned  Employees,  and except those
employment responsibilities which are in fact shared by NEG and Client and those
duties  with  regard to  safety  which  are the duly  responsibility  of NEG and
Client, NEG shall have certain exclusive duties and powers,  including,  but not
limited to, the following:

          (i)  The right to hire, fire, discipline, reassign, direct and control
               the work and conduct of the Assigned Employees;

          (ii) The responsibility for adherence to Wage and Hour  Administration
               regulations,  compliance  with applicable  benefits  regulations,
               COBRA compliance when applicable, minimum two-year maintenance of
               employment  and payroll  records,  and  handling of all Texas and
               federal unemployment claims, protests, and appeal hearings;

          (iii)The  responsibility  to pay wages to Assigned  Employees  without
               regard to payments made by the Client to NEG;

          (iv) The  responsibility  to make (and account for same to Client) all
               payroll deductions for income tax, social security tax, and other
               payroll  taxes as  required  under  state or  federal  laws  from
               compensation paid to the Assigned Employees by NEG;

          (v)  The  responsibility  to make (and account for same to Client) all
               payments, including payments for income tax, social security tax,
               unemployment,   and   disability   insurance,   to   the   proper
               governmental  agency or authority required under state or federal
               laws to be made by as employer of the Assigned  Employees  and to
               comply with all federal, state, and local tax regulations;

          (vi) The   responsibility   to  prepare   and  file  with  the  proper
               governmental  agency or  authority  all  returns  and reports and
               comply  with  applicable   reporting  and  record  keeping  rules
               required as employer, in connection with this Agreement;

          (vii)The right to retain  direction  and control  over the adoption of
               employment   and  safety   policies  and  the  management  of  an
               occupational  injury  or  workers'  compensation  claims,  claims
               filing, or any related procedures;

          (viii) The  responsibility  to  manage,  maintain,  collect,  and make
               timely payments for (1) insurance premiums,  (2) welfare benefits
               plans; and (3) other employee withholding.

     b) NEG  agrees to  reimburse  Client  for direct  expenses,  including  any
penalties,  damages and/or  attorney's  fees actually paid by Client,  resulting
from NEG's failure to withhold taxes or failure to provide benefits for Assigned
Employees in accordance with this Agreement. However, NEG shall not be liable in
any  event  for  Client's  loss of  profits,  business  goodwill,  or any  other
consequential, special, or incidental damages.

7.   REPRESENTATIONS AND WARRANTIES OF CLIENT.

     Client warrants and represents to NEG that:

     a) All wages and compensation  owed by Client to any Assigned Employee have
been paid by Client.

     b) No agreement or arrangement exists with respect to any Assigned Employee
that would  obligate  NEG to any  person or entity,  except as set forth in this
Agreement.

     c) Any representations made by Client to NEG elsewhere in, or outside, this
Agreement,  concerning Client, are true for all of Client's operations,  and all
of its workers, wherever located.

     d) All of Client's  pension and profit sharing and employee welfare benefit
plans in existence (if any) are funded,  reported current, and are in compliance
with  applicable  law, and this Agreement shall not be deemed a breach under the
terms of any of those plans.

     e) The Policy  Information  Page and/or the last periodic  premium  billing
under Client's last workers' compensation insurance policy as provided to NEG by
Client with this Agreement are true and correct.

8.   SAFE WORK ENVIRONMENT.

     a) Client will, at its own expense,  comply with all applicable  health and
safety laws, regulations, ordinances, directives, and rules (including its joint
duty with NEG to comply with those safety duties as stated in Section 6). Client
will notify NEG of any workplace injury to an Assigned  Employee within 24 hours
on the "Injury Reporting Form" (Exhibit "H").

     b) If Client  fails to promptly  comply  with any written  safety or health
recommendation  from NEG or its agents, or with any provision under this Section
8, NEG may terminate this Agreement by written notice effective the later of (i)
five  working  days  after  delivery  of  notice,  or (ii) the end of NEG's next
regular pay period.  If Client does not desire to comply with any written safety
recommendation,  Client may terminate this Agreement by written notice effective
the later of (i) five working days after delivery of notice,  or (ii) the end of
NEG's next regular pay period.

     c) Client shall assist in implementing the NEG's safety plan as provided to
Client,  or other safety plan  previously  implemented by Client and accepted in
writing  as  policy  by  NEG.  Client  shall  provide  all  personal  protective
equipment,  as required by the safety plan or any  federal,  state or local law,
regulation,  ordinance,  directive, or rule. NEG and Client will both ensure use
of such equipment by Assigned Employees.

     d) NEG  shall  have the right  (but not the  obligation)  to make  periodic
safety surveys, at its own expense, wherever Assigned Employees are working.

     e) Client shall assist NEG in  implementing  and enforcing the NEG Drug and
Alcohol  Policy  (Exhibit  "I") or other drug and  alcohol  policy  accepted  in
writing as policy by NEG.

9.   INSPECTION AND CONFIDENTIALITY.

     NEG and NEG's workers' compensation  insurance carrier shall have the right
to  inspect  Client's  premises,  including  any job site to  which an  Assigned
Employee is assigned. To the extent possible,  such inspection will be scheduled
at a mutually  convenient time.  During the term of this Agreement,  Client will
allow NEG to review  files,  records,  and similar  items which relate to or are
regularly  used in operation of Client's  business.  Neither NEG, nor any of its
officers,   directors,   shareholders,   attorneys,   affiliates,   agents,   or
representatives,  shall  disclose  to  any  third  party  any  of  the  business
information of Client,  either  directly or indirectly,  during the term of this
Agreement,  or at any time  thereafter,  except as  required by state or federal
law.

10.  INDEMNIFICATIONS.

     a) Upon a showing by Client that Client has  complied  with all written NEG
and  governmental  safety  recommendations  or directives,  NEG shall indemnify,
defend and hold  harmless  Client  from all suits,  actions,  demands,  damages,
losses, or claims brought or made for or on account of a physically identifiable
on-the-job  injury  suffered by, or death of, an Assigned  Employee while in the
course and scope of employment with,  arising out of, or occasioned by, Assigned
Employee's employment by NEG.

     b) NEG agrees to indemnify,  hold harmless,  protect and defend Client, its
directors,  officers and shareholders  from any claims,  expense and liabilities
(including  but not limited to  reasonable  attorney's  fees and other costs and
expenses of litigation) incident to the failure of NEG to pay Assigned Employees
maintained  hereunder,  to pay  withholding or employment  taxes with respect to
Assigned Employees,  or to maintain a policy of statutory workers'  compensation
insurance covering Assigned Employees.

     c) Notwithstanding any other provision of this Agreement,  Client agrees to
indemnify,   defend  and  hold   harmless   NEG,  its  agents,   employees   and
representatives,  from and against  any and all  liability,  expense  (including
attorneys' fees) and claims for damages of any nature whatsoever,  whether known
or  unknown  which  NEG may  incur  suffer,  become  liable  for or which may be
asserted or claimed  against NEG, in whole or in part,  as a result of the acts,
errors or omissions of i) third parties, ii) Client, or iii) Assigned Employees,
except as provided by Paragraph 10(a), or by any party arising out of any defect
in personal or real property owned or provided by Client.

11.  ASSIGNMENT.

     Neither  party  shall  assign  this  Agreement  or its  rights  and  duties
hereunder,  or any interest  herein,  without the prior  written  consent of the
other party, which consent shall not be unreasonably withheld.

12.  NOTICES.

     All notices,  requests and  communications  provided  hereunder shall be in
writing, and hand delivered or mailed by United States registered, certified, or
express mail, return receipt  requested,  and addressed to the party's principal
place of business as set forth in this Agreement  adjacent the signature of each
party (or to such other address provided in writing by such party).

13.  DEFAULT.

     Each of the following,  without  limitation,  shall  constitute a breach of
this  Agreement  by  Client:  (1)  failure to pay any sum due NEG within 10 days
after  delivery  of notice of default,  (2)  knowingly  committing  any act that
usurps any right or  obligation of NEG as sole  employer or  co-employer  of any
Assigned Employee or (3) violation of any provision of this Agreement by Client.
In event of  dispute,  the  prevailing  party  shall be  entitled to recover its
attorneys' fees and costs of court.

14.  MISCELLANEOUS.

     a) This Agreement constitutes the entire agreement between the parties with
regard to this subject matter,  and no other  agreement,  statement,  promise or
practice  between the parties relating to the subject matter shall be binding on
the parties. This Agreement supersedes and renders void and all previous written
or oral agreements between the parties.

     b) THIS AGREEMENT MAY BE CHANGED ONLY BY WRITTEN  AMENDMENT  SIGNED BY BOTH
PARTIES.

     c) Failure  or delay by either  party to demand  performance  or to claim a
breach of any provision of this Agreement will not be construed as waiver of any
subsequent  breach nor otherwise affect this Agreement or prejudice either party
in any subsequent action.

     d) Should any provision of this Agreement be held invalid or unenforceable,
such provision  shall be deleted or modified to the minimum extent  necessary to
make its application valid and enforceable,  and the remainder of this Agreement
shall remain enforceable to the greatest extent permitted by law.

     e) The paragraph  headings of this  Agreement  are for  reference  only and
shall not be considered in interpretation of this Agreement.

     f) This  Agreement  is between  NEG and Client  and  creates no  individual
rights of Assigned Employees as against Client.

     g) This Agreement shall be governed by and construed in accordance with the
laws of the State of Texas, and all obligations of Client created  hereunder are
performable in Dallas County.  Venue for any action arising under this Agreement
shall lie only in Dallas County, Texas.

     h) The following  exhibits are attached to this Agreement and  incorporated
herein by reference for all purposes:

                    EXHIBIT "A": Payroll Register and Fee Schedule

                    EXHIBIT "B":  Staff Leasing  Services Act and TAC Chapter 72
                    Rules

                    EXHIBIT  "C":  Notices  required  under the  Texas  Workers'
                    Compensation Act

                    EXHIBIT "D": Employment Agreement

                    EXHIBIT "E": Staff Leasing Services Act Notice Card

                    EXHIBIT "F": Staff Leasing Services Act Notice Poster

                    EXHIBIT "G": Designation of Supervisor Form

                    EXHIBIT "H": Injury Reporting Forms and Authorizations

                    EXHIBIT "I": Drug and Alcohol Policy

     This AGREEMENT is duly executed effective this 15th day of December, 1995.

NETWORK EMPLOYERS GROUP, INC.:

By: /s/ Randy Evan                         Address:    5025 Arapaho,
Title: President                                       Suite 475
                                                       Dallas, TX 75248

                                           Phone:      (214) 789-3950
                                           Fax:        (214) 789-3990

CLIENT: Electronic Transmission Corporation

By: /s/ L. Cade Havard                     Address:    5025 Arapaho,
Title: Chairman, CEO                                   Suite 515
                                                       Dallas, TX 75248

                                           Phone:      (214) 980-0900
                                           Fax:        (214) 980-0929

                                  EXHIBIT 10.7

                                  EXHIBIT 10.7

                       EMPLOYMENT AND SETTLEMENT AGREEMENT

     This  Employment and Settlement  Agreement  (this  "Agreement") is made and
entered into this 2nd day of January, 1995, by and among Electronic Transmission
Corporation,  and L. Cade Havard, an individual resident in Dallas County, Texas
("Mr. Havard").

     ETC  has  been  developing  a  business  of   electronically   editing  and
transmitting  medical and dental  claims from health care  providers to entities
that pay such claims.  ETC  anticipates  entering into a series of  transactions
(the  "Merger")   whereby  Solo  Petroleums  Ltd.   ("Solo")  will  acquire  all
outstanding  shares of common  stock of ETC (the "ETC  Stock") in  exchange  for
shares of common  stock of Solo  ("Solo  Stock").  Mr.  Havard  has (i)  devoted
considerable  time and effort to assisting ETC in developing this business since
January 1994; (ii)  contributed  approximately  $1,000,000 to the development of
this business:  and (iii)  contributed  computer  equipment and software to this
business;  and ETC owes  compensation  to Mr.  Havard  for  these  services  and
contributions.  In addition,  ETC now desires to employ Mr.  Havard as its Chief
Executive  Officer,  and Mr. Havard desires to accept such  employment with ETC,
all on the following terms and subject to the following conditions.

     NOW, THEREFORE, ETC and Mr. Havard hereby agree as follows.

     1. Employment. ETC hereby employs Mr. Havard, and Mr. Havard hereby accepts
employment  by ETC, for the term and  compensation  and subject to the terms and
conditions hereinafter set forth.

     2. Duties of Mr.  Havard.  Mr.  Havard  shall serve in the  capacity  Chief
Executive  Officer  of ETC,  subject  at all times to the  terms and  conditions
hereof and to the  ultimate  control and  direction of the Board of Directors of
ETC. In that  capacity,  Mr. Havard shall have  responsibility  for assisting in
developing  and  administering  the business of ETC for the long term benefit of
its stockholders,  and in accordance with industry standards. During the term of
this  Agreement,  Mr.  Havard shall devote most of his entire  business time and
efforts to the performance of the duties and responsibilities  contained in this
Agreement,  though it is  recognized  that Mr.  Havard owns  business  interests
unrelated to ETC.

     3.  Compensation.  As compensation for his services  rendered to ETC in the
capacities set forth above,  ETC shall pay to Mr. Havard a base salary at a rate
not less than one hundred eighty thousand dollars  ($180,000.00)  per year. This
will be paid to him at the rate of eight  thousand  dollars  ($8,000)  per month
until  ETC has two  consecutive  months of  showing  a profit.  At that time Mr.
Havard may elect to receive fifteen  thousand  dollars  ($15,000) per month. Mr.
Havard also has the option of  receiving  all or part of the balance owed him at
the end of 1995 or in 1996. It is contemplated  that such  compensation  will be
increased significantly after the first year of the term of this Agreement,  and
that Mr. Havard will receive annual raises  consistent with performance and will
receive an annual  bonus in an amount  equal to three  percent (3%) of the gross
pretax net profits of ETC as well as yearly  "cost of living"  adjustments.  Mr.
Havard shall have rights to stock  options to purchase  ETC stock,  such options
being  sufficient  for him to obtain at least  twenty  percent  (20%) of all ETC
stock options granted at any time.

     4.  Benefits.  During the term  hereof,  Mr.  Havard  shall be  entitled to
participate in all benefit plans,  including stock option plans, provided by ETC
on the same  basis as other ETC  officers  and will  additionally  receive  free
medical  insurance.  ETC reserves the right  unilaterally  to modify,  amend, or
terminate  any such plans and  programs at any time and from time to time during
the term of this  Agreement.  Mr.  Havard shall be entitled to six weeks of paid
vacation  time each year and will be provided  with a company car of his choice.
Mr.  Havard may perform all of his duties while living in Dallas,  Texas and may
not be relocated against his will. Should Mr. Havard die during the term of this
agreement.  ETC must offer his heirs the option of selling Mr. Havard's stock to
ETC at the highest price that has ever been paid for such stock sold in an "arms
length" transaction.

     5.  Reimbursement  of  Expenses.  ETC shall  reimburse  Mr.  Havard for all
expenses actually incurred by him in connection with ETC business, provided that
such  expenses are  reasonable  and are in accordance  with ETC  policies.  Such
reimbursement shall be made to Mr. Havard upon appropriate documentation of such
expenditures in accordance with ETC policies.

     6. Term. The term of this Agreement  shall be for the period  commencing on
January 1, 1995, and ending on December 31, 2010, subject to earlier termination
as provided  in Section 7. The term of this  Agreement  may be  extended  beyond
December 31,  2010,  by mutual  consent of ETC and Mr.  Havard.  Mr.  Havard may
terminate this Agreement at any time without penalty.

     7. Termination.  This Agreement and Mr. Havard's employment hereunder shall
terminate in the event of Mr. Havard's death. If Mr. Havard becomes  permanently
disabled  (as  determined  by the ETC Board of  Directors)  for two  consecutive
years,  ETC may terminate  this Agreement as Mr.  Havard's  early  retirement by
paying one year's salary as severance  pay, plus providing  health  insurance to
Mr. Havard for life, and allowing him to participate in any existing  retirement
program

Employment and Settlement Agreement Between ETC and L. Cade Havard
Page 2

in place at the  time.  ETC must  also  offer to buy Mr.  Havard's  stock at the
highest  price that has ever been paid for such  stock sold in an "arms  length"
transaction.  This  Agreement  and  Mr.  Havard's  employment  hereunder  may be
terminated by ETC "for cause" at any time the ETC Board of Directors determines,
in the exercise of its good faith judgment, that Mr. Havard has engaged in gross
malfeasance or willful  misconduct in performing  his duties  hereunder and that
his continued employment by ETC no longer is in the best interests of ETC.

     8. Noncompetition for Existing Clients After Term. Mr. Havard agrees, for a
period of two years after the expiration of the term hereof, not to solicit,  on
his own behalf or on behalf of any future employer or other entity, any business
from any entity with which ETC did business, during the term hereof. The parties
recognize  that this  covenant  not to compete  for  specified  customers  for a
limited time period is an integral part of this Agreement and that ETC would not
enter  into  this  Agreement,  or  would do so only on the  basis  of  decreased
compensation to Mr. Havard, without this covenant.

     9.  Nondisclosure  of Information and Trade Secrets.  During his employment
hereunder and  thereafter,  Mr. Havard will not disclose to any person or entity
not directly  connected  with ETC, or use for his own benefit,  any of the trade
secrets, financial information,  systems, records, or business methods of ETC or
its  affiliates,  or  any  of  the  business  relationships  between  ETC or its
affiliates  and  any of  their  business  partners  or  customers,  unless  such
disclosure  shall  be in  direct  connection  with  or a part  of  Mr.  Havard's
performance  of his duties  hereunder.  The  provisions  of this  section  shall
survive any termination of this Agreement.

     10. ETC Stock for Services.  As additional  compensation  for his services,
Mr. Havard shall be offered  options to purchase blocks of 100,000 shares of ETC
stock for one hundred dollars  ($100.00) per block.  These options shall be open
for five years from the date  given.  ETC stock  options  shall be issued to Mr.
Havard on the  following  schedule  if, on the dates  specified  below,  he then
remains in the employment of ETC hereunder.

                  Date                              Number of Shares of Stock
                  ----                              -------------------------

                  Consummation of Merger with Solo           100,000
                  January 1, 1996                            100,000
                  January 1, 1997                            100,000
                  January 1, 1998                            100,000

     Mr. Havard represents and warrants that:

     (a) he has received and  carefully  read this  Agreement  and the materials
prepared by ETC regarding its respective  businesses  and statuses,  is familiar
with and understands them, has based his investment  decision on the information
contained therein, and has not asked any questions or requested any materials of
ETC which have not been answered or supplied; and

     (b) he (i) is acquiring  the Stock for his own account for  investment  and
not with a view to distribution  or resale  thereof,  (ii) meets the suitability
standards for an investment in the Stock as set forth in the  Securities  Act of
1933, all applicable U.S. state and Canadian and provincial securities laws, and
all  applicable  regulations  under  any  of  the  foregoing  (collectively  the
"Securities Laws and  Regulations"),  (iii)  understands that the Stock, and the
issuance  thereof,  have not  been  registered  under  the  Securities  Laws and
Regulations  and are not  expected  to be so  registered,  (iv) will not sell or
otherwise  transfer the Stock except in compliance  with the Securities Laws and
Regulations, and (v) resides at his address as set forth in section 11 below.

     11.  Unauthorized   Termination.   If  ETC  shall  terminate  Mr.  Havard's
employment hereunder prior to the expiration of the term hereof, other than "for
cause"  as set  forth  above,  and  recognizing  that  there  is no  right so to
terminate  such  employment,  then  ETC  shall  promptly  pay to Mr.  Havard  as
liquidated  damages in  immediately  available  funds all  compensation  for the
remainder  of the term  hereof  under  section 3 above,  all shares of Stock not
theretofore issued to Mr. Havard under section 10 above shall promptly be issued
to him, and ETC must  purchase  all his ETC stock at the highest  price that has
ever been paid for such stock in an "arms length" transaction.  Mr. Havard shall
also  receive an amount each year until the end of this  contract  term equal to
what his yearly raises and bonuses  would have been had he remained  employed by
ETC, and ETC must  purchase the company car provided to Mr.  Havard and transfer
the title to him. If ETC shall  remove Mr.  Havard from the offices set forth in
section 2 above,  or  significantly  change  his  duties  as set forth  therein,
without his consent,  then Mr. Havard at his option may treat such actions as an
unauthorized  termination under this section 11. As further liquidated  damages,
Mr. Havard will be treated as an early retiree and ETC must provide free medical
insurance  coverage to Mr. Havard for the rest of his life, and Mr. Havard shall
have the option to  participate  in all pension and profit  sharing  programs as
other ETC directors and employees.

     12.  Notices.  All  notices  hereunder  shall be in writing  and  delivered
personally  or sent by U.S.  Mail or recognized  courier  service,  addressed as
follows or to such other address for itself as any party may specify hereunder:

Employment and Settlement Agreement Between ETC and L. Cade Havard
Page 3

                         If to ETC:         Electronic Transmission Corporation
                                            5025 Arapaho, Suite 515
                                            Dallas, Texas 75248
                                            Attention:  Mr. L. Cade Havard, 
                                              Chief Executive Officer

                  If to Mr. Havard:         Mr. L. Cade Havard
                                            2608 Fairbourne Cr.
                                            Plano, Texas 75093

     13.  Mandatory  Arbitration.  Any  controversy  or claim  arising out of or
relating  to  this  contract,  or  the  breach  thereof,  shall  be  settled  by
arbitration in accordance with the Commercial  Arbitration Rules of the American
Arbitration   Association,   and  judgment  upon  the  award   rendered  by  the
arbitrator(s) may be entered in any court having jurisdiction thereof.

     14. Entire Agreement, Counterparts, Governing Law. This Agreement expresses
the complete  understanding  of the parties  with respect to the subject  matter
hereof, superseding all prior or contemporaneous  understandings,  arrangements,
or agreements  of the parties,  and may be amended,  supplemented,  or waived in
whole or in part  only by an  instrument  in  writing  executed  by the  parties
hereto.  However,  this  Agreement  and the  provisions  hereof  are  subject to
amendment or  modification  to comply with any  requirements  of duly  appointed
regulatory  bodies.  No  party  may  assign  this  Agreement  or its  rights  or
obligations  hereunder  without the written consent of all other parties hereto.
Subject to the foregoing,  this Agreement shall be binding upon and inure to the
benefit  of the  parties  hereto  and their  respective  heirs,  administrators,
successors,  and assigns.  The headings  herein are for convenience of reference
only and shall not affect the meaning or interpretation of this Agreement.  This
Agreement  may be  executed  in  multiple  counterparts,  and by the  parties in
separate  counterparts,  each of  which  shall be an  original  but all of which
together shall constitute one and the same  instrument.  This Agreement shall be
governed by and construed in accordance with the laws of the State of Texas.

     IN WITNESS WHEREOF,  each party hereto has caused this Agreement to be duly
executed and delivered by its duly authorized representatives,  on and effective
as of the Effective Date.

                                             ELECTRONIC TRANSMISSION CORPORATION

                                             By: /s/ L. Cade Havard
                                                 L. Cade Havard
                                                 Chairman and Chief Executive
                                                     Officer

                                             MR. HAVARD

                                             /s/ L. Cade Havard
                                             L. Cade Havard

                                  EXHIBIT 10.8

                                  EXHIBIT 10.8

                       EMPLOYMENT AND SETTLEMENT AGREEMENT

     This  Employment and Settlement  Agreement  (this  "Agreement") is made and
entered  into  this  4th  day  of  December,   1995,  by  and  among  Electronic
Transmission  Corporation,  and Elaine Boze,  an  individual  resident in Denton
County, Texas ("Ms. Boze").

     ETC  has  been  developing  a  business  of   electronically   editing  and
transmitting  medical and dental  claims from health care  providers to entities
that pay such claims.  ETC  anticipates  entering into a series of  transactions
(the  "Merger")   whereby  Solo  Petroleums  Ltd.   ("Solo")  will  acquire  all
outstanding  shares of common  stock of ETC (the "ETC  Stock") in  exchange  for
shares  of  common  stock of Solo  ("Solo  Stock").  Ms.  Boze  has (i)  devoted
considerable  time and effort to assisting ETC in developing this business since
June 1995;  (ii)  contributed to the  development  of this  business;  and (iii)
contributed  computer  equipment  and  software to this  business;  and ETC owes
compensation to Ms. Boze for these services and contributions.  In addition, ETC
now desires to employ Ms. Boze as its General  Counsel,  and Ms. Boze desires to
accept such  employment  with ETC, all on the following terms and subject to the
following conditions.

     NOW, THEREFORE, ETC and Ms. Boze hereby are as follows.

     1.  Employment.  ETC hereby  employs Ms. Boze,  and Ms. Boze hereby accepts
employment  by ETC, for the term and  compensation  and subject to the terms and
conditions hereinafter set forth.

     2. Duties of Ms.  Boze.  Ms.  Boze shall  serve in the  capacity of General
Counsel of ETC,  subject at all times to the terms and conditions  hereof and to
the  ultimate  control and  direction  of the Board of Directors of ETC. In that
capacity,  Ms. Boze shall have  responsibility for preparing and reviewing legal
documents for ETC and giving  opinions on Texas and federal law when  requested.
During the term of this  Agreement,  Ms. Boze shall devote thirty (30) hours per
week of her  business  time and  efforts  to the  performance  of the duties and
responsibilities  contained in this Agreement.  ETC will provide an office,  two
telephone lines,  and a secretary,  all of which may be used by Ms. Boze for her
private law practice as well as for performing work for ETC.

     3.  Compensation.  As compensation for her services  rendered to ETC in the
capacities  set forth  above,  ETC shall pay to Ms. Boze a base salary at a rate
not  less  than  sixty  thousand  dollars  ($60,000.00)  per  year,  net  of any
deductions for taxes and other authorized deductions.  When ETC's revenues reach
one hundred thousand  dollars  ($100,000) per month, a review will be made for a
salary increase. Thereafter, there will be annual reviews for raises and bonuses
as  declared  by the Board of  Directors.  Ms.  Boze shall have  rights to stock
options to purchase ETC stock, such options being equal to the percent her total
salary is to the total salaries paid (L. Cade Havard's  salary  excluded),  such
percentage then applied to 80% of the options issued by ETC.

     4.  Benefits.  During  the term  hereof,  Ms.  Boze  shall be  entitled  to
participate in all benefit plans,  including stock option plans, provided by ETC
on the same basis as ETC  officers  and will  additionally  receive free medical
insurance for herself. ETC reserves the right unilaterally to modify,  amend, or
terminate  any such plans and  programs at any time and from time to time during
the term of this  Agreement.  Ms.  Boze shall be  entitled to four weeks of paid
vacation  time each year which may be  scheduled to allow her to do work for the
Methodist Church. Ms. Boze may perform all of her duties while living in Dallas,
Texas and may not be relocated against her will.

     5. Reimbursement of Expenses. ETC shall reimburse Ms. Boze for all expenses
actually  incurred by her in connection  with ETC  business,  provided that such
expenses  are  reasonable  and  are  in  accordance  with  ETC  policies.   Such
reimbursement  shall be made to Ms. Boze upon appropriate  documentation of such
expenditures in accordance with ETC policies.

     6. Term. The term of this Agreement  shall be for the period  commencing on
January 1, 1996, and ending on December 31, 1998, subject to earlier termination
as provided  in Section 7. The term of this  Agreement  may be  extended  beyond
December 31, 1998, by mutual consent of ETC and Ms. Boze. Ms. Boze may terminate
this Agreement at any time without penalty.

     7. Termination.  This Agreement and Ms. Boze's  employment  hereunder shall
terminate in the event of Ms.  Boze's  death.  If Ms. Boze  becomes  permanently
disabled (as determined by the ETC Board of Directors), ETC may terminate

Employment and Settlement Agreement Between ETC and Elaine Boze
Page 2

this  Agreement as Ms.  Boze's early  retirement  by paying one year's salary as
severance  pay,  plus  providing  health  insurance  to Ms.  Boze for life,  and
allowing her to participate in any existing  retirement  program in place at the
time.  This Agreement and Ms. Boze's  employment  hereunder may be terminated by
ETC "for  cause"  at any time the ETC  Board  of  Directors  determines,  in the
exercise  of its good  faith  judgment,  that  Ms.  Boze  has  engaged  in gross
malfeasance or willful  misconduct in performing  her duties  hereunder and that
her continued employment by ETC no longer is in the best interests of ETC.

     8.  Noncompetition  for Existing Clients After Term. Ms. Boze agrees, for a
period of two years after the expiration of the term hereof, not to solicit,  on
her own behalf or on behalf of any future employer or other entity, any business
done by ETC from any entity with which ETC did business, during the term hereof.
The parties recognize that this covenant not to compete for specified  customers
for a limited  time period is an integral  part of this  Agreement  and that ETC
would  not  enter  into  this  Agreement,  or would  do so only on the  basis of
decreased compensation to Ms. Boze, without this covenant.

     9.  Nondisclosure  of Information and Trade Secrets.  During her employment
hereunder and thereafter, Ms. Boze will not disclose to any person or entity not
directly  connected  with  ETC,  or use for her own  benefit,  any of the  trade
secrets, financial information,  systems, records, or business methods of ETC or
its  affiliates,  or  any  of  the  business  relationships  between  ETC or its
affiliates  and  any of  their  business  partners  or  customers,  unless  such
disclosure  shall  be  in  direct  connection  with  or a  part  of  Ms.  Boze's
performance  of her duties  hereunder.  The  provisions  of this  section  shall
survive any termination of this Agreement.

     10. Unauthorized Termination.  If ETC shall terminate Ms. Boze's employment
hereunder prior to the expiration of the term hereof,  other than "for cause" as
set forth above,  and  recognizing  that there is no right so to terminate  such
employment,  then ETC shall  promptly pay to Ms. Boze as  liquidated  damages an
amount equal to twenty-five percent (25%) of all salary due for the remainder of
the term hereof under section 3 above, such amount payable at Ms. Boze's current
salary rate until the balance is paid.  Should there be a sale of ETC other than
to Solo Petroleums, Ltd. or change of control from ETC's current management, the
following  provisions  will apply.  Ms.  Boze shall  receive an amount each year
until the end of this contract term equal to what her yearly salary,  raises and
bonuses  would have been had she  remained  employed by ETC. If ETC shall remove
Ms. Boze from the office set forth in section 2 above, or  significantly  change
her duties as set forth  therein,  without  her  consent,  then Ms.  Boze at her
option may treat such actions as an unauthorized  termination under this section
10. As further liquidated damages,  Ms. Boze will be treated as an early retiree
and ETC must provide free medical insurance coverage to Ms. Boze for the rest of
her life,  and Ms. Boze shall have the option to  participate in all pension and
profit sharing programs as other ETC directors and employees.

     11.  Notices.  All  notices  hereunder  shall be in writing  and  delivered
personally  or sent by U.S.  Mail or recognized  courier  service,  addressed as
follows or to such other address for itself as any party may specify hereunder:

                       If to ETC:           Electronic Transmission Corporation
                                            5025 Arapaho, Suite 515
                                            Dallas, Texas 75248
                                            Attention: Mr. L. Cade Havard, Chief
                                                Executive Officer

                  If to Ms. Boze:           Ms. Elaine Boze
                                            3701 Verlaine Drive
                                            Carrollton, Texas 75007

     12.  Mandatory  Arbitration.  Any  controversy  or claim  arising out of or
relating  to  this  contract,  or  the  breach  thereof,  shall  be  settled  by
arbitration in accordance with the Commercial  Arbitration Rules of the American
Arbitration   Association,   and  judgment  upon  the  award   rendered  by  the
arbitrator(s) may be entered in any court having jurisdiction thereof.

     13. Entire Agreement, Counterparts, Governing Law. This Agreement expresses
the complete  understanding  of the parties  with respect to the subject  matter
hereof, superseding all prior or contemporaneous  understandings,  arrangements,
or agreements  of the parties,  and may be amended,  supplemented,  or waived in
whole or in part  only by an  instrument  in  writing  executed  by the  parties
hereto.  However,  this  Agreement  and the  provisions  hereof  are  subject to
amendment or  modification  to comply with any  requirements  of duly  appointed
regulatory  bodies.  No  party  may  assign  this  Agreement  or its  rights  or
obligations  hereunder  without the written consent of all other parties hereto.
Subject to the foregoing,  this Agreement shall be binding upon and inure to the
benefit  of the  parties  hereto  and their  respective  heirs,  administrators,
successors,  and assigns.  The headings  herein are for convenience of reference
only, and shall not affect the meaning or interpretation of this Agreement.

Employment and Settlement Agreement Between ETC and Elaine Boze
Page 3

This Agreement may be executed in multiple  counterparts,  and by the parties in
separate  counterparts,  each of  which  shall be an  original  but all of which
together shall constitute one and the same  instrument.  This Agreement shall be
governed by and construed in accordance with the laws of the State of Texas.

     IN WITNESS WHEREOF,  each party hereto has caused this Agreement to be duly
executed and delivered by its duly authorized representatives,  on and effective
as of the Effective Date.

                                            ELECTRONIC TRANSMISSION CORPORATION

                                            By: /s/ L. Cade Havard
                                                L. Cade Havard
                                                Chairman and Chief Executive 
                                                    Officer

                                            MS. BOZE

                                            /s/ Elaine Boze
                                            Elaine Boze

                                  EXHIBIT 10.9

                                  EXHIBIT 10.9

                       EMPLOYMENT AND SETTLEMENT AGREEMENT

     This  Employment and Settlement  Agreement  (this  "Agreement") is made and
entered into this 1st day of March,  1995, by and among Electronic  Transmission
Corporation,  and Tim Powell,  an individual  resident in Dallas  County,  Texas
("Mr. Powell").

     ETC  has  been  developing  a  business  of   electronically   editing  and
transmitting  medical and dental  claims from health care  providers to entities
that pay such claims.  ETC  anticipates  entering into a series of  transactions
(the  "Merger")   whereby  Solo  Petroleums  Ltd.   ("Solo")  will  acquire  all
outstanding  shares of common  stock of ETC (the "ETC  Stock") in  exchange  for
shares of common  stock of Solo  ("Solo  Stock").  Mr.  Powell  has (i)  devoted
considerable  time and effort to assisting ETC in developing this business since
September, 1994; (ii) contributed to the development of this business, and (iii)
contributed  computer  equipment  and  software to this  business;  and ETC owes
compensation  to Mr. Powell for these services and  contributions.  In addition,
ETC now desires to employ Mr. Powell as its Vice-President of Data Services, and
Mr.  Powell  desires to accept such  employment  with ETC, all on the  following
terms and subject to the following conditions.

     NOW, THEREFORE, ETC and Mr. Powell hereby agree as follows.

     1. Employment. ETC hereby employs Mr. Powell, and Mr. Powell hereby accepts
employment  by ETC, for the term and  compensation  and subject to the terms and
conditions hereinafter set forth.

     2.  Duties  of Mr.  Powell.  Mr.  Powell  shall  serve in the  capacity  of
Vice-President  of Data  Services of ETC,  subject at all times to the terms and
conditions  hereof and to the  ultimate  control and  direction  of the Board of
Directors of ETC. In that  capacity,  Mr. Powell shall have  responsibility  for
assisting in developing and  administering the business of ETC for the long term
benefit of its stockholders,  and in accordance with industry standards.  During
the term of this Agreement,  Mr. Powell shall devote most of his entire business
time and efforts to the performance of the duties and responsibilities contained
in this Agreement.

     3.  Compensation.  As compensation for his services  rendered to ETC in the
capacities set forth above,  ETC shall pay to Mr. Powell a base salary at a rate
not less than  seventy-two  thousand  dollars  ($72,000.00)  per  year,  paid as
specified by Mr. Powell.  When ETC's revenues reach one hundred thousand dollars
($100,000) per month, a review will be made for a salary  increase.  Thereafter,
there will be annual  reviews for raises and bonuses as declared by the Board of
Directors.  Mr. Powell shall have rights to stock options to purchase ETC stock,
such  options  being  equal to the  percent  his  total  salary  is to the total
salaries paid (L. Cade Havard's salary  excluded),  such percentage then applied
to 80% of the options issued by ETC.

     4.  Benefits.  During the term  hereof,  Mr.  Powell  shall be  entitled to
participate in all benefit plans,  including stock option plans, provided by ETC
on the same  basis as other ETC  officers  and will  additionally  receive  free
medical  insurance for himself.  ETC reserves the right  unilaterally to modify,
amend,  or  terminate  any such plans and  programs at any time and from time to
time during the term of this  Agreement.  Mr.  Powell shall be entitled to three
weeks of paid vacation time each year.  Mr. Powell may perform all of his duties
while living in Dallas, Texas and may not be relocated against his will.

     5.  Reimbursement  of  Expenses.  ETC shall  reimburse  Mr.  Powell for all
expenses actually incurred by him in connection with ETC business, provided that
such  expenses are  reasonable  and are in accordance  with ETC  policies.  Such
reimbursement shall be made to Mr. Powell upon appropriate documentation of such
expenditures in accordance with ETC policies.

     6. Term. The term of this Agreement  shall be for the period  commencing on
March 1, 1995, and ending on December 31, 1998,  subject to earlier  termination
as provided  in Section 7. The term of this  Agreement  may be  extended  beyond
December 31,  1998,  by mutual  consent of ETC and Mr.  Powell.  Mr.  Powell may
terminate this Agreement at any time without penalty.

     7. Termination.  This Agreement and Mr. Powell's employment hereunder shall
terminate in the event of Mr. Powell's death. If Mr. Powell becomes  permanently
disabled (as determined by the ETC Board of  Directors),  ETC may terminate this
Agreement  as Mr.  Powell's  early  retirement  by paying one  year's  salary as
severance  pay, plus  providing  health  insurance to Mr.  Powell for life,  and
allowing him to participate in any existing  retirement  program in place at the
time. This Agreement and Mr. Powell's employment  hereunder may be terminated by
ETC "for cause" at any time the ETC Board of

Employment and Settlement Agreement Between ETC and Tim Powell
Page 2

Directors  determines,  in the  exercise  of its good faith  judgment,  that Mr.
Powell has engaged in gross malfeasance or willful  misconduct in performing his
duties  hereunder and that his  continued  employment by ETC no longer is in the
best interests of ETC.

     8. Noncompetition for Existing Clients After Term. Mr. Powell agrees, for a
period of two years after the expiration of the term hereof, not to solicit,  on
his own behalf or on behalf of any future employer or other entity, any business
from any entity with which ETC did business, during the term hereof. The parties
recognize  that this  covenant  not to compete  for  specified  customers  for a
limited time period is an integral part of this Agreement and that ETC would not
enter  into  this  Agreement,  or  would do so only on the  basis  of  decreased
compensation to Mr. Powell, without this covenant.

     9.  Nondisclosure  of Information and Trade Secrets.  During his employment
hereunder and  thereafter,  Mr. Powell will not disclose to any person or entity
not directly  connected  with ETC, or use for his own benefit,  any of the trade
secrets, financial information,  systems, records, or business methods of ETC or
its  affiliates,  or  any  of  the  business  relationships  between  ETC or its
affiliates  and  any of  their  business  partners  or  customers,  unless  such
disclosure  shall  be in  direct  connection  with  or a part  of  Mr.  Powell's
performance  of his duties  hereunder.  The  provisions  of this  section  shall
survive any termination of this Agreement.

     10.  Unauthorized   Termination.   If  ETC  shall  terminate  Mr.  Powell's
employment hereunder prior to the expiration of the term hereof, other than "for
cause"  as set  forth  above,  and  recognizing  that  there  is no  right so to
terminate  such  employment,  then  ETC  shall  promptly  pay to Mr.  Powell  as
liquidated  damages an amount equal to  twenty-five  percent (25%) of all salary
due for the  remainder  of the term hereof  under  section 3 above,  such amount
payable at Mr.  Powell's  current salary rate until the balance is paid.  Should
there be a sale of ETC other than to Solo Petroleums,  Ltd. or change of control
from ETC's current management,  the following  provisions will apply. Mr. Powell
shall  receive an amount each year until the end of this  contract term equal to
what his yearly  salary,  raises  and  bonuses  would have been had he  remained
employed  by ETC.  If ETC shall  remove Mr.  Powell from the office set forth in
section 2 above,  or  significantly  change  his  duties  as set forth  therein,
without his consent,  then Mr. Powell at his option may treat such actions as an
unauthorized  termination under this section 10. As further liquidated  damages,
Mr. Powell will be treated as an early retiree and ETC must provide free medical
insurance  coverage to Mr. Powell for the rest of his life, and Mr. Powell shall
have the option to  participate  in all pension and profit  sharing  programs as
other ETC directors and employees.

     11.  Notices.  All  notices  hereunder  shall be in writing  and  delivered
personally  or sent by U.S.  Mail or recognized  courier  service,  addressed as
follows or to such other address for itself as any party may specify hereunder:

                         If to ETC:         Electronic Transmission Corporation
                                            5025 Arapaho, Suite 515
                                            Dallas, Texas 75248
                                            Attention: Mr. L. Cade Havard, Chief
                                                 Executive Officer

                  If to Mr. Powell:         Mr. Tim Powell
                                            2661 Midway Road, #224-194
                                            Carrollton, Texas 75006-2359

     12.  Mandatory  Arbitration.  Any  controversy  or claim  arising out of or
relating  to  this  contract,  or  the  breach  thereof,  shall  be  settled  by
arbitration in accordance with the Commercial  Arbitration Rules of the American
Arbitration   Association,   and  judgment  upon  the  award   rendered  by  the
arbitrator(s) may be entered in any court having jurisdiction thereof.

     13. Entire Agreement, Counterparts, Governing Law. This Agreement expresses
the complete  understanding  of the parties  with respect to the subject  matter
hereof, superseding all prior or contemporaneous  understandings,  arrangements,
or agreements  of the parties,  and may be amended,  supplemented,  or waived in
whole or in part  only by an  instrument  in  writing  executed  by the  parties
hereto.  However,  this  Agreement  and the  provisions  hereof  are  subject to
amendment or  modification  to comply with any  requirements  of duly  appointed
regulatory  bodies.  No  party  may  assign  this  Agreement  or its  rights  or
obligations  hereunder  without the written consent of all other parties hereto.
Subject to the foregoing,  this Agreement shall be binding upon and inure to the
benefit  of the  parties  hereto  and their  respective  heirs,  administrators,
successors,  and assigns.  The headings  herein are for convenience of reference
only and shall not affect the meaning or interpretation of this Agreement.  This
Agreement  may be  executed  in  multiple  counterparts,  and by the  parties in
separate counterparts, each of which shall be

Employment and Settlement Agreement Between ETC and Tim Powell
Page 3

an  original  but all of  which  together  shall  constitute  one  and the  same
instrument. This Agreement shall be governed by and construed in accordance with
the laws of the State of Texas.

     IN WITNESS WHEREOF,  each party hereto has caused this Agreement to be duly
executed and delivered by its duly authorized representatives,  on and effective
as of the Effective Date.

                                             ELECTRONIC TRANSMISSION CORPORATION

                                             By: /s/ L. Cade Havard
                                                 L. Cade Havard
                                                 Chairman and Chief Executive 
                                                       Officer

                                              MR. POWELL

                                                 /s/ Tim Powell
                                                 Tim Powell

                                  EXHIBIT 10.10

                                  EXHIBIT 10.10

                              EMPLOYMENT AGREEMENT

     This Employment  Agreement (this "Agreement") is made and entered into this
1st day of May, 1996, by and among Electronic Transmission Corporation,  a Texas
corporation ("ETC"), and Ann Compton McDearmon ("Ms. McDearmon").

     ETC now  desires to employ  Ms.  McDearmon  as  Executive  Vice  President,
Marketing and Ms.  McDearmon  desires to accept such employment with ETC, all on
the following terms and subject to the following conditions.

     NOW, THEREFORE, ETC and Ms. McDearmon hereby agree as follows.

     1. Employment.  ETC hereby employs Ms. McDearmon,  and Ms. McDearmon hereby
accepts  employment  by ETC,  for the term and  compensation  and subject to the
terms and conditions hereinafter set forth.

     2. Duties of Ms.  McDearmon.  Ms.  McDearmon shall serve in the capacity of
Executive Vice President and Director of Marketing,  subject at all times to the
terms and  conditions  hereof and to the ultimate  control and  direction of the
President,  the Chief Executive  Officer,  and the Board of Directors of ETC. In
that capacity,  Ms.  McDearmon shall have a substantial role in the marketing by
ETC of the services it offers to its clients.  Ms.  McDearmon shall not make any
agreements,  representations,  or performance guarantees, or execute or agree to
any  instruments or contracts,  on behalf of ETC or any of its  subsidiaries  or
affiliates  without prior consent of ETC's chief  executive  officer or Board of
Directors.  During the term of this  Agreement,  Ms.  McDearmon shall devote her
entire   business  day  and  efforts  to  the  performance  of  the  duties  and
responsibilities contained in this Agreement.

     3.  Compensation.  As compensation for her services  rendered to ETC in the
capacities  set forth  above,  ETC shall pay to Ms.  McDearmon  a base salary of
forty-eight  thousand dollars  ($48,000) per year and shall receive a commission
of nine  percent  (9%) of all gross  income  generated  from sales to  companies
brought to ETC by her. She shall also  receive a commission  of two percent (2%)
of all gross income  generated from sales to companies  brought to ETC by Marsha
Wilcox. Gross income shall be calculated for each calendar month during the term
hereof  by (i)  determining  the gross  income  received  by ETC in  immediately
available funds during such calendar month from commissions,  administrative and
other fees, fees for editing and  transmitting  claims and other direct sources,
from accounts  credited to Ms.  McDearmon,  and (ii) subtracting any third party
subcontractor  or consultant or other third party expenses  incurred by ETC with
respect to such accounts during such calendar month.  The percentages  specified
above of the gross income so calculated  for each calendar month during the term
hereof,  less any authorized  deductions,  shall be paid to Ms. McDearmon in the
next calendar month.  There shall be no carry-over from one month to the next of
any negative net income.

     Commissions shall continue for the life of the above described  accounts so
long as this Agreement or any extension  thereof is in effect. If this Agreement
is terminated or not renewed, commissions shall be paid on said accounts for one
year after  termination  or  non-renewal.  Should this  Agreement be  terminated
without cause by ETC, the liquidated  damages shall be payment of commissions to
Ms.  McDearmon for the remainder of the term of this  Agreement and for one year
thereafter.

     Ms.  McDearmon  hereby  assigns her  twenty-five  percent (25%) interest in
Claims, Etc. to ETC.

     4. Benefits.  During the term hereof,  Ms.  McDearmon  shall be entitled to
participate  in any benefit  plans,  stock option plans,  and medical  insurance
programs, provided by ETC on the same basis as other ETC employees.

     5.  Reimbursement  of Expenses.  ETC shall reimburse Ms.  McDearmon for all
expenses actually incurred by her in connection with ETC business, provided that
such  expenses are  reasonable  and are in accordance  with ETC  policies.  Such
reimbursement  shall be made to Ms. McDearmon upon appropriate  documentation of
such expenditures in accordance with ETC policies.

     6. Term. The term of this Agreement  shall be for the period  commencing on
May 1, 1996, and ending on December 31, 1998, subject to earlier  termination as
provided  in  Section  7.  The term of this  Agreement  may be  extended  beyond
December 31, 1998, by mutual consent of ETC and Ms. McDearmon.

     7. Termination.  This Agreement and Ms.  McDearmon's  employment  hereunder
shall  terminate  in the  event of Ms.  McDearmon's  death  or if Ms.  McDearmon
becomes permanently disabled as determined by the ETC board of Directors.

Employment and Settlement Agreement Between ETC and Ann
  McDearmon
Page 2

This Agreement and Ms. McDearmon's employment hereunder may be terminated by ETC
"for cause" at any time the ETC Board of Directors  determines,  in the exercise
of its good faith judgment,  that Ms. McDearmon has engaged in gross malfeasance
or willful  misconduct in performing her duties hereunder and that her continued
employment by ETC no longer is in the best  interests of ETC. Ms.  McDearmon may
terminate this agreement at any time.

     8.  Noncompetition  for Existing Clients After  Termination.  Ms. McDearmon
agrees, for a period of six months after the termination of this Agreement,  not
to  solicit,  on her own  behalf or on behalf of any  future  employer  or other
entity,  any business from any entity with which ETC or any of its  subsidiaries
did business during the term hereof, unless Ms. McDearmon purchases Claims, Etc.
In that  event,  she may  continue  that  business  but may not  solicit any ETC
business outside of Claims, Etc. The parties recognize that this covenant not to
compete for specified customers for a limited time period is an integral part of
this Agreement and that ETC would not enter into this Agreement,  or would do so
only on the basis of  decreased  compensation  to Ms.  McDearmon,  without  this
covenant.

     9.  Nondisclosure  of Information and Trade Secrets.  During her employment
hereunder  and  thereafter,  Ms.  McDearmon  will not  disclose to any person or
entity not directly  connected with ETC, or use for her own benefit,  any of the
trade secrets,  financial information,  systems, records, or business methods of
ETC or its  subsidiaries  or  affiliates,  or any of the business  relationships
between ETC or its subsidiaries or affiliates and any of their business partners
or customers,  unless such  disclosure  shall be in direct  connection with or a
part of Ms.  McDearmon's  performance  of her  duties  hereunder.  All  software
development  code  written  while Ms.  McDearmon  is employed by ETC will be the
intellectual  property  of ETC and  will be  protected  by ETC  copyrights.  The
provisions of this section shall survive any termination of this Agreement.

     10.  Notices.  All  notices  hereunder  shall be in writing  and  delivered
personally  or sent by U.S.  Mail or recognized  courier  service,  addressed as
follows or to such other address for itself as any party may specify hereunder:

                  If to ETC:                Electronic Transmission Corporation
                                            5025 Arapaho, Suite 515
                                            Dallas, Texas 75248
                                            Attention: Mr. L. Cade Havard, Chief
                                                  Executive Officer

                  If to Ms. McDearmon:      Ms. Ann McDearmon
                                            6503 N. Ridge
                                            Dallas, Texas 75214

     11. Entire Agreement, Counterparts, Governing Law. This Agreement expresses
the complete  understanding  of the parties  with respect to the subject  matter
hereof, superseding all prior or contemporaneous  understandings,  arrangements,
or agreements  of the parties,  and may be amended,  supplemented,  or waived in
whole or in part  only by an  instrument  in  writing  executed  by the  parties
hereto.  This  Agreement  replaces  all other  agreements  between the  parties,
including but not limited to the Employment  Agreement  dated December 27, 1996.
No party may  assign  this  Agreement  or its  rights or  obligations  hereunder
without  the  written  consent  of all  other  parties  hereto.  Subject  to the
foregoing,  this Agreement shall be binding upon and inure to the benefit of the
parties  hereto and their  respective  heirs,  administrators,  successors,  and
assigns. The headings herein are for convenience of reference only and shall not
affect the meaning or  interpretation  of this Agreement.  This Agreement may be
executed in multiple counterparts,  and by the parties in separate counterparts,
each of which shall be an original but all of which  together  shall  constitute
one and the same  instrument.  This Agreement shall be governed by and construed
in accordance with the laws of the State of Texas.

Employment and Settlement Agreement Between ETC and Ann
  McDearmon
Page 3

     IN WITNESS WHEREOF,  each party hereto has caused this Agreement to be duly
executed and delivered by its duly authorized representatives,  on and effective
as of the Effective Date.

                                             ELECTRONIC TRANSMISSION CORPORATION

                                                     By:  /s/ L. Cade Havard
                                                          L. Cade Havard
                                                          Chairman and Chief
                                                              Executive Officer

                                                     MS. McDEARMON

                                                     /s/ Ann Compton McDearmon
                                                     Ann Compton McDearmon

                                  EXHIBIT 10.11

                                  EXHIBIT 10.11

                              EMPLOYMENT AGREEMENT

     This Employment  Agreement (this "Agreement") is made and entered into this
1st day of April, 1996, between Electronic Transmission Corporation ("ETC"), and
Louann C. Smith, an individual resident in Dallas County, Texas ("Ms. Smith").

     ETC  has  been  developing  a  business  of   electronically   editing  and
transmitting  medical and dental  claims from health care  providers to entities
that  pay such  claims.  ETC  desires  to  employ  Ms.  Smith  as its  Corporate
Secretary,  Treasurer  and  Controller,  and Ms.  Smith  desires to accept  such
employment  with ETC, all on the  following  terms and subject to the  following
conditions.

     NOW, THEREFORE, ETC and Ms. Smith hereby agree as follows.

     1.  Employment.  ETC hereby employs Ms. Smith, and Ms. Smith hereby accepts
employment  by ETC, for the term and  compensation  and subject to the terms and
conditions hereinafter set forth.

     2. Duties of Ms. Smith.  Ms. Smith shall serve in the capacity of Corporate
Secretary,  Treasurer and  Controller of ETC,  subject at all times to the terms
and conditions  hereof and to the ultimate control and direction of the Board of
Directors  of ETC. In that  capacity,  Ms. Smith shall have  responsibility  for
keeping all the corporate and financial  records of ETC. During the term of this
Agreement, Ms. Smith shall devote all of her entire business time and efforts to
the performance of the duties and responsibilities contained in this Agreement.

     3.  Compensation.  As compensation for her services  rendered to ETC in the
capacities  set forth  above,  ETC shall pay to Ms.  Smith a salary at a rate of
fifty thousand dollars ($50,000.00) per year.  Thereafter,  there will be annual
reviews for raises and bonuses as declared by the Board of Directors.

     4.  Benefits.  During the term  hereof,  Ms.  Smith  shall be  entitled  to
participate in all benefit plans,  including stock option plans, provided by ETC
on the same  basis as other ETC  officers  and will  additionally  receive  free
medical  insurance for herself.  ETC reserves the right  unilaterally to modify,
amend or terminate any such plans and programs at any time and from time to time
during the term of this  Agreement.  Ms. Smith shall be entitled to two weeks of
paid  vacation  time each year.  Ms.  Smith may perform all of her duties  while
living in Dallas, Texas and may not be relocated against her will.

     5.  Reimbursement  of  Expenses.  ETC  shall  reimburse  Ms.  Smith for all
expenses actually incurred by her in connection with ETC business, provided that
such  expenses are  reasonable  and are in accordance  with ETC  policies.  Such
reimbursement shall be made to Ms. Smith upon appropriate  documentation of such
expenditures in accordance with ETC policies.

     6. Term. The term of this Agreement  shall be for the period  commencing on
April 1, 1996, and ending on December 31, 1998,  subject to earlier  termination
as provided  in Section 7. The term of this  Agreement  may be  extended  beyond
December  31,  1998,  by mutual  consent  of ETC and Ms.  Smith.  Ms.  Smith may
terminate this Agreement at any time without penalty.

     7. Termination.  This Agreement and Ms. Smith's employment  hereunder shall
terminate in the event of Ms.  Smith's death.  If Ms. Smith becomes  permanently
disabled (as determined by the ETC Board of  Directors),  ETC may terminate this
Agreement  as Ms.  Smith's  early  retirement  by paying  one  year's  salary as
severance  pay,  plus  providing  health  insurance to Ms.  Smith for life,  and
allowing her to participate in any existing  retirement  program in place at the
time. This Agreement and Ms. Smith's  employment  hereunder may be terminated by
ETC "for  cause"  at any time the ETC  Board  of  Directors  determines,  in the
exercise  of its good  faith  judgment,  that Ms.  Smith  has  engaged  in gross
malfeasance or willful  misconduct in performing  her duties  hereunder and that
her continued employment by ETC no longer is in the best interests of ETC.

     8.  Noncompetition for Existing Clients After Term. Ms. Smith agrees, for a
period of two years after the expiration of the term hereof, not to solicit,  on
her own behalf or on behalf of any future employer or other entity, any business
from any entity with which ETC did business, during the term hereof. The parties
recognize  that this  covenant  not to compete  for  specified  customers  for a
limited time period is an integral part of this Agreement and that ETC would not
enter  into  this  Agreement,  or  would do so only on the  basis  of  decreased
compensation to Ms. Smith, without this covenant.

Employment Agreement Between ETC and Louann Smith
Page 2

     9.  Nondisclosure  of Information and Trade Secrets.  During her employment
hereunder  and  thereafter,  Ms. Smith will not disclose to any person or entity
not directly  connected  with ETC, or use for her own benefit,  any of the trade
secrets, financial information,  systems, records, or business methods of ETC or
its  affiliates,  or  any  of  the  business  relationships  between  ETC or its
affiliates  and  any of  their  business  partners  or  customers,  unless  such
disclosure  shall  be in  direct  connection  with  or a  part  of  Ms.  Smith's
performance  of her duties  hereunder.  The  provisions  of this  section  shall
survive any termination of this Agreement.

     10. Unauthorized Termination. If ETC shall terminate Ms. Smith's employment
hereunder prior to the expiration of the term hereof,  other than "for cause" as
set forth above,  and  recognizing  that there is no right so to terminate  such
employment,  then ETC shall  promptly pay to Ms. Smith as liquidated  damages an
amount equal to twenty-five percent (25%) of all salary due for the remainder of
the term  hereof  under  section 3 above,  such  amount  payable at Ms.  Smith's
current  salary  rate until the balance is paid.  Should  there be a sale of ETC
other  than to ETC  Transaction  Corporation  or change of  control  from  ETC's
current management, the following provisions will apply. Ms. Smith shall receive
an amount each year until the end of this contract term equal to what her yearly
salary,  raises and bonuses would have been had he remained  employed by ETC. If
ETC shall  remove Ms.  Smith  from the  office set forth in section 2 above,  or
significantly change her duties as set forth therein,  without her consent, then
Ms.  Smith at her option may treat such actions as an  unauthorized  termination
under this section 10. As further liquidated damages,  Ms. Smith will be treated
as an early retiree and ETC must provide free medical insurance  coverage to Ms.
Smith  for the  rest of her  life,  and Ms.  Smith  shall  have  the  option  to
participate  in all pension and profit  sharing  programs as other ETC directors
and employees.

     11.  Notices.  All  notices  hereunder  shall be in writing  and  delivered
personally  or sent by U.S.  Mail or recognized  courier  service,  addressed as
follows or to such other address for itself as any party may specify hereunder:

                           If to ETC:       Electronic Transmission Corporation
                                            5025 Arapaho, Suite 515
                                            Dallas, Texas 75248
                                            Attention: Mr. L. Cade Havard, Chief
                                                Executive Officer

                     If to Ms. Smith:       Ms. Louann C. Smith
                                            16300 Ledgemont Lane, #106
                                            Addison, Texas 75248

     12.  Mandatory  Arbitration.  Any  controversy  or claim  arising out of or
relating  to  this  contract,  or  the  breach  thereof,  shall  be  settled  by
arbitration in accordance with the Commercial  Arbitration Rules of the American
Arbitration   Association,   and  judgment  upon  the  award   rendered  by  the
arbitrator(s) may be entered in any court having jurisdiction thereof.

     13. Entire Agreement, Counterparts, Governing Law. This Agreement expresses
the complete  understanding  of the parties  with respect to the subject  matter
hereof, superseding all prior or contemporaneous  understandings,  arrangements,
or agreements  of the parties,  and may be amended,  supplemented,  or waived in
whole or in part  only by an  instrument  in  writing  executed  by the  parties
hereto.  However,  this  Agreement  and the  provisions  hereof  are  subject to
amendment or  modification  to comply with any  requirements  of duty  appointed
regulatory  bodies.  No  party  may  assign  this  Agreement  or its  rights  or
obligations  hereunder  without the written consent of all other parties hereto.
Subject to the foregoing,  this Agreement shall be binding upon and inure to the
benefit  of the  parties  hereto  and their  respective  heirs,  administrators,
successors,  and assigns.  The headings  herein are for convenience of reference
only and shall not affect the meaning or interpretation of this Agreement.  This
Agreement  may be  executed  in  multiple  counterparts,  and by the  parties in
separate  counterparts,  each of  which  shall be an  original  but all of which
together shall constitute one and the same  instrument.  This Agreement shall be
governed by and construed in accordance with the laws of the State of Texas.

Employment Agreement Between ETC and Louann Smith
Page 3

     IN WITNESS WHEREOF,  each party hereto has caused this Agreement to be duly
executed and delivered by its duly authorized representatives,  on and effective
as of the Effective Date.

                                          ELECTRONIC TRANSMISSION CORPORATION

                                          By: /s/ L. Cade Havard
                                              L. Cade Havard
                                              Chairman and Chief Executive 
                                                   Officer

                                              MS. SMITH

                                              /s/ Louann C. Smith
                                              Louann C. Smith

                                  EXHIBIT 10.12

                                  EXHIBIT 10.12

                       SETTLEMENT AND EMPLOYMENT AGREEMENT

     This  Settlement and Employment  Agreement  (this  "Agreement") is made and
entered into this 1st day of May, 1996 (the  "Effective  Date"),  by and between
Electronic  Transmission  Corporation,  a Texas corporation  ("ETC"), and Roy W.
Mers, collectively referred to as "Employee".  ETC desires to retain Employee to
assist ETC, and Employee  desires to accept such retainer,  all on the following
terms and subject to the following conditions.

     NOW, THEREFORE, ETC and Employee hereby agree as follows.

     1. Employment.  ETC hereby retains  Employee as an independent  Employee to
ETC, and Employee  hereby accepts such retainer,  for the term and  compensation
and subject to the terms and conditions hereinafter set forth.

     2. Duties of Employee. Employee shall assist ETC in obtaining financing for
ETC's business  ventures.  During the term of this Agreement,  Employee will not
market,  provide or recommend any products or services  which might compete with
those  offered,  or  contemplated  to be offered,  by ETC. ETC  recognizes  that
Employee is involved with various other  business  endeavors for his own account
and for third  parties.  Specifically,  Employee's  rights to the Managed Vision
Care project  developed with Sterling  National  Corporation  and all rights and
revenues  attributable  thereto  belong  solely  to  Employee  and  survive  any
termination of this Agreement.

     3.  Compensation.  As  compensation  for  services  rendered  to ETC in the
capacities  set forth  above,  ETC shall pay to Employee  compensation  for each
calendar month during the term hereof for funding  obtained  through  Employee's
efforts as follows:

     (a) For all capital  invested by private  investors for which no commission
is due to any other  funding  source ETC will pay  Employee a fee of ten percent
(10%) of the capital invested.

     (b) On additional  capital provided by any investment  banking or brokerage
group to which a commission  is due, a fee will be paid to Employee on a "Lehman
Formula" five per cent (5%) on the first one million dollars ($1,000,000),  four
percent (4%) on the second million dollars,  three per cent on the third million
dollars,  two percent (2%) on the fourth million dollars and one percent (1%) on
the capital raised in excess of five million dollars.

     (c) On any loans  generated  or credit  lines  established  by  Employee on
behalf  of ETC,  ETC will pay a fee of two  percent  (2%) of the loan  amount or
maximum amount used on any credit line.

     (d) Employee will  additionally be compensated  with ETC stock at a rate of
one  hundred  thousand  (100,000)  shares for the first one  million  dollars ($
1,000,000) of capital  raised,  seventy-five  thousand  (75,000)  shares for the
second million dollars of capital raised, fifty thousand (50,000) shares for the
third million  dollars of capital  raised,  and  twenty-five  thousand  (25,000)
shares for the fourth million  dollars and each  additional  million  dollars in
capital  raised.  The stock may be earned  pro-rata  beginning  at five  hundred
thousand  dollars  ($500,000)  in  capital  raised.  If less than  five  hundred
thousand  dollars in capital is provided during the term of this  agreement,  no
shares  will be earned.  No stock will be earned by  providing  access to credit
lines.

     (e) ETC will continue to provide  medical  insurance to Employee during the
term of this agreement and any extensions  thereof.  At the  termination of this
agreement,  Employee  will have any  rights  afford  him  under law for  medical
insurance, ie., COBRA.

     4.  Status as  Employee.  Employee  shall be an  employee of ETC and not an
agent of ETC.  Employee  shall  be  responsible  for  determining  the  means of
accomplishing  his duties as set forth herein,  subject to overall direction and
guidance of ETC's chief executive officer and Board of Directors. Employee shall
not make any agreements,  representations, or performance guarantees, or execute
or agree to any instruments or contracts, on behalf of ETC without prior consent
of its chief executive officer or Board of Directors.

     5. Term. The term of this Agreement  shall be for the period  commencing on
the Effective Date and ending on August 1, 1996, subject to earlier  termination
as provided in Section 6. At that time, if Employee has secured a minimum of two
million dollars  ($2,000,000) or greater in capital,  ETC agrees to negotiate in
good faith to redefine  the duties of Employee  and enter into a new  employment
agreement with Employee. ETC will honor Employee's  compensation including stock
bonuses should any entity the Employee  introduced to ETC  subsequently  provide
financing to the company prior to August 1, 1997.

Employment Agreement Between ETC and Roy Mers
Page 2

     6. Termination. This Agreement be terminated by ETC "for cause" at any time
the ETC  Board of  Directors  determines,  in the  exercise  of its  good  faith
judgment,  that  Employee or its agents  have  engaged in gross  malfeasance  or
willful  misconduct  in performing  his duties  hereunder and that his continued
retainer by ETC no longer is in the best interests of ETC.

     7.  Noncompetition for Existing Clients After Term.  Employee agrees, for a
period of one year after payments to Employee cease, not to solicit,  on his own
behalf or on behalf of any future  employer or other  entity,  any business from
any entity  with which ETC did  business,  during the term  hereof.  The parties
recognize  that this  covenant  not to compete  for  specified  customers  for a
limited time period is an integral part of this Agreement and that ETC would not
enter  into  this  Agreement,  or  would do so only on the  basis  of  decreased
compensation to Employee,  without this covenant. This covenant does not replace
any additional non-disclosure,  non-compete agreements in place between Employee
and ETC.

     8.  Nondisclosure  of Information and Trade Secrets.  During his employment
hereunder and thereafter, Employee will not disclose to any person or entity not
directly  connected  with  ETC,  or use for his own  benefit,  any of the  trade
secrets, financial information,  systems, records, or business methods of ETC or
its  affiliates,  or  any  of  the  business  relationships  between  ETC or its
affiliates and any of its business partners or customers, unless such disclosure
shall be in direct  connection  with or a part of Employee's  performance of his
duties  hereunder and is done with the full  knowledge  and informed  consent of
ETC.  The  provisions  of this section  shall  survive any  termination  of this
Agreement.

     9.  Notices.  All  notices  hereunder  shall be in  writing  and  delivered
personally  or sent by U.S.  Mail or recognized  courier  service,  addressed as
follows  or to such  other  address  for  itself  as either  party  may  specify
hereunder:

                           If to ETC:       Electronic Transmission Corporation
                                            5025 Arapaho, Suite 515
                                            Dallas, Texas 75248
                                            Attention: Mr. L. Cade Havard, Chief
                                               Executive Officer

                      If to Employee:       Mr. Roy W. Mers
                                            3537 Normandy, Unit C
                                            Dallas, Texas 75205

     10. Waiver of Liability and Hold  Harmless.  For the receipt of one hundred
and twenty thousand  (120,000)  shares of pre-merger ETC stock and other of good
and valuable consideration,  the receipt of which is herein acknowledged, Roy W.
Mers has  resigned  his  position as  President of ETC and as a Director and has
canceled  all  employment  agreements  or  arrangements  he may have  with  ETC,
Sterling National  Corporation,  or L. Cade Havard. The parties hereby desire to
compromise  and settle all  claims  and  causes of action  arising  out of their
business relationships and agreements and agree as follows:

     Except as  described  herein,  the  parties  hereby  terminate  any and all
agreements  with  each  other  and  waive  any  and  all  claims  of any  nature
whatsoever,  known or  unknown  against  each  other.  In  consideration  of the
premises and the mutual promises and covenants herein  contained,  and for other
good and valuable  consideration,  the receipt of which is hereby  acknowledged,
each of the parties  above named,  for its  predecessors,  successors,  assigns,
administrators,  and legal representatives,  releases and forever discharges the
other,  its  predecessors,   successors,   assigns   administrators   and  legal
representatives,  of and from any and all  claims,  demands,  damages,  actions,
causes of  action,  or suits in equity,  of  whatsoever  kind or nature  whether
heretofore  or  hereafter  accruing  or  whether  now  known or not known to the
parties,  for or because of any matter or thing done, omitted, or suffered to be
done by any of such parties  prior to and  including  the date hereof and in any
way  directly  or  indirectly  arising  out  of  the  business   agreements  and
relationships  between the parties  and holds the other party  harmless  for any
acts or omissions it committed  during the time Employee  served as President of
ETC.

     11. Entire Agreement, Counterparts, Governing Law. This Agreement expresses
the complete  understanding  of the parties  with respect to the subject  matter
hereof, superseding all prior or contemporaneous  understandings,  arrangements,
or agreements  of the parties,  and may be amended,  supplemented,  or waived in
whole or in part  only by an  instrument  in  writing  executed  by the  parties
hereto.  No party  may  assign  this  Agreement  or its  rights  or  obligations
hereunder  without the written consent of all other parties  hereto.  Subject to
the foregoing,  this Agreement shall be binding upon and inure to the benefit of
the parties hereto and their respective heirs,  administrators,  successors, and
assigns. The headings herein are for convenience of reference only and shall not
affect the meaning or  interpretation  of this Agreement.  This Agreement may be
executed in multiple counterparts,  and by the parties in separate counterparts,
each of which shall be an original but all of which  together  shall  constitute
one and the same  instrument.  This Agreement shall be governed by and construed
in accordance with the laws of the State of Texas.

Employment Agreement Between ETC and Roy Mers
Page 3

     IN WITNESS WHEREOF,  each party hereto has caused this Agreement to be duly
executed, on and effective as of the Effective Date.

Electronic Transmission Corporation              Employee

By:  /s/ L. Cade Havard                          By: /s/ Roy W. Mers
     L. Cade Havard                                  Roy W. Mers
     Chairman and Chief Executive Officer

Employment Agreement Between ETC and Roy Mers
Page 4

                                  EXHIBIT 10.13

                                  EXHIBIT 10.13

                                  OFFICE LEASE

                                  EXHIBIT 10.13

                                  OFFICE LEASE

                             BUILDING: QUORUM NORTH

                      LANDLORD: NATRON LIMITED PARTNERSHIP

                  TENANT: ELECTRONIC TRANSMISSION CORP. ("ETC")

                                TABLE OF CONTENTS

1.       CERTAIN LEASE PROVISIONS
         1.1      Tenant's address and telephone number
         1.2      Premises
         1.3      Leased Premises
         1.4      Total Building Area
         1.5      Tenant's Pro-Rata Share of Building Area
         1.6      Lease Term
         1.7      Commencement Date
         1.8      Expiration Date
         1.9      Base Rent for Lease Term
         1.10     Base Rent, Monthly Installments
         1.11     (a) Address of Landlord for Rent Payments
                  (b) Address of Landlord for Notices
                  (c) Address of Tenant for Notices
         1.12     Geographic Area for CPI Calculation
         1.13     Base Month for CPI Calculation
         1.14     Landlord's Share of Operating Expenses
         1.15     Landlord's Share of Real Estate Taxes
         1.16     Security Deposit
         1.17     Use
         1.18     Brokers
         1.19     Addendum(s)

2.       PREMISES
         2.1      Definition
         2.2      Public Areas

3.       TERMS
         3.1      Term
         3.2      Delay in Commencement
         3.3      Early Possession
         3.4      Delivery of Possession
         3.5      Holding Over

4.       RENTS
         4.1      Base Rent
         4.2      Additional Rent
         4.3      Parking and Storage
         4.4      Acceptance of Rental Payments

5.       ESCALATIONS OF RENT
         5.1      Determination
         5.2      Indexing

6.       SHARED EXPENSES
         6.1      Determination
         6.2      Escalations
         6.3      Statements

7.       SECURITY DEPOSIT

8.       USE

         8.1      Use
         8.2      Compliance With Law
         8.3      Waste and Nuisance

         8.4      Conditions of Premises
         8.5      Insurance Cancellation
         8.6      Landlord's Rules and Regulations

9.       LANDLORD'S SERVICES
         9.1      Basic Services
         9.2      Initial Construction
         9.3      Interruption of Service

10.      MAINTENANCE, REPAIRS AND ALTERATIONS
         10.1     Landlord's Obligations
         10.2     Tenant's Obligations
         10.3     Surrender
         10.4     Alterations and Additions

11.      TENANT'S USE OF PUBLIC AREAS

12.      TAXES AND TELEPHONE

13.      INSURANCE AND INDEMNITY
         13.1     Liability Insurance
         13.2     Property Insurance
         13.3     Insurance Policies
         13.4     Waiver of Subrogation
         13.5     Hold Harmless
         13.6     Exemption of Landlord from Liability

14.      DAMAGE OR DESTRUCTION
         14.1     Option to Terminate Lease
         14.2     Obligation to Repair or Restore
         14.3     Fault of Tenant
         14.4     Obligations of Tenant
         14.5     Termination by Tenant

15.      CONDEMNATION

16.      ASSIGNMENT AND SUBLETTING
         16.1     Landlord's Consent Required
         16.2     No Release of Tenant
         16.3     Attorneys Fees and Administrative Fees
         16.4     Right to Collect Rent

17.      DEFAULTS; REMEDIES
         17.1     Defaults
         17.2     Remedies in Default
         17.3     Default by Landlord
         17.4     Late Charges

18.      RIGHTS OF MORTGAGEES
         18.1     Subordination
         18.2     Mortgagee's Consent to Amendments
         18.3     Mortgagee's Right to Cure

19.      NOTICES

20.      RELOCATION

21.      QUIET POSSESSION

22.      OPTIONS

23.      LANDLORD'S LIEN

24.      HAZARDOUS MATERIALS

25.      GENERAL PROVISIONS
         25.1     Estoppel Certificate
         25.2     Landlord's Interests
         25.3     Severability
         25.4     Interest on Past Due Obligations; Certified Funds
         25.5     Time of the Essence
         25.6     Captions
         25.7     Entire Agreement
         25.8     Waivers
         25.9     Recording
         25.10    Determinations by Landlord
         25.11    Cumulative Remedies
         25.12    Covenants and Conditions
         25.13    Binding Effect; Choice of Law
         25.14    Attorneys Fees
         25.15    Landlord's Access
         25.16    Auctions
         25.17    Merger
         25.18    Corporate Authority
         25.19    Signs
         25.20    Brokers
         25.21    Guarantor
         25.22    Governing Law
         25.23    Joint and Several Liability
         25.24    No Joint Venture

26.       RENEWAL OPTION

EXHIBITS
         Exhibit A -- Legal Description
         Exhibit B -- Premises Site Plan  
         Exhibit C -- Parking Addendum
         Exhibit D -- Rules and Regulations  
         Exhibit E -- Guaranty
         Exhibit F -- Work Letter Addendum

                                  OFFICE LEASE

This  Lease,  dated  January  5,  1995  is made by and  between  Natron  Limited
Partnership (the "Landlord"),  and Electronic  Transmission Corp. ("ETC"),  (the
"Tenant").

1.       BASIC LEASE PROVISIONS

     The  description  and amounts set forth below are  qualified by their usage
elsewhere in this Lease,  including  those  Sections  referred to in parentheses
following such descriptions;

     1.1 Tenant's address and telephone number on occupancy. (Section 19):

         Tenant Name: Electronic Transmission Corp.
         Doing Business As (DBA): Same
         Address: 5025 Arapaho Road, Suite 515 Addison, Texas 75248

     1.2  Tenant's  address and telephone  number prior to  occupancy.  (Section
          19):

          Building Name:

          Address:

     1.3  Premises. (Section 2.1) 4,152 rentable sq. ft. -----

     1.4  Total Building Area. (Section 2.1): 116,403 rentable sq. ft. -------

     1.5  Tenant's Pro-Rata Share of Building Area.  (Section 2.1): 3.57 percent
          (3.57%). ---- -----

     1.6  Lease Term. (Section 3.1): Five (5) years

     1.7  Commencement Date. (Section 3.1): March 1, 1995

     1.8  Expiration Date. (Sections 3.1, 3.2): February 28, 2000

     1.9  Base Rent for Lease Term. (Section 4.1): $282,595.50

     1.10 Base Rent, Monthly Installments.
          (Sections 4.1, 5.2)
 
           Month            Monthly Amount            Per Annum

          01 - 03             $ -0-                   $ -0-
          04 - 12             $4,411.50               $52,938.00
          13 - 24             $4,671.00               $56,052.00
          25 - 36             $4,930.50               $59,166.00
          37 - 48             $5,190.00               $62,280.00
          49 - 60             $5,449.50               $65,394.00

     1.11 Address of Landlord for rent payments and notices.
          (Sections 4.1, 4.2): 5025 Arapaho Road, Suite 400
          Addison, Texas 75248

          Address of Tenant for notices  (Sections  6.3,  19):  (c) 
          5025 Arapaho Road, Suite 515
          Addison, Texas 75248

     1.12 Geographic Area for CPI Calculation. (Section 5.2): None

     1.13 Base Month for CPI Calculation. (Section 5.2): None

     1.14 Landlord's Share of Operating Expenses.  (Section 6.2): Base Year 1995
                                                                  --------------

     1.15 Landlord's Share of Real Estate Taxes. (Section 6.2): Base Year 1995

     1.16 Security Deposit. (Section 7): $5,449.50

     1.17 Use. (Section 8.1): General Office

     1.18 Brokers. (Section 25.20): Ensearch Management Company

     1.19 Addendum(s).  (Sections  __________):  The following  addendum(s)  are
          attached to this Lease:

This Lease  consists of 26 articles on 28 pages,  plus Exhibits A, B, C, D, E, F
and ZERO additional page(s) of Addendum(s).

LANDLORD:         Natron Limited Partnership, by its
                  General Partner, Metro K.L.S., Inc.

BY:                                            /s/ Rodman W. Jordan
NAME:                                            Rodman W. Jordan
TITLE:                                               President
DATE:                                                 1-13-95

TENANT:           Electronic Transmission Corp.

BY:                                             /s/ L. Cade Havard
NAME:                                               Cade Havard
TITLE:                                                  CEO
DATE:                                                 1-13-95
2.       PREMISES.

         2.1 Definition. Landlord hereby leases to Tenant and Tenant leases from
Landlord for the term,  at the rent,  and upon all of the  conditions  set forth
herein,  that portion of the real  property  described in and  consisting of the
approximate  amount of rentable square feet specified in Section 1.3 hereof, and
which is  referred to herein as the  Premises.  The  Premises  are located in an
office building presently consisting of the total number of rentable square feet
specified in Section 1.4 hereof,  which office  building,  the real  property on
which it is  situated  (the legal  description  of which is  attached  hereto as
Exhibit "A"), and any parking facilities or structures  appurtenant  thereto are
hereinafter  collectively  referred  to as  the  "Building".  The  Premises  are
depicted  in  Exhibit  "B"  attached  hereto  and  incorporated  herein  by this
reference,  but the  depiction  of possible  tenants or locations on Exhibit "B"
shall not be construed to be a warranty or  representation  by Landlord that any
such tenants or locations  presently  exist or will continue to exist.  Tenant's
share  of the  total  amount  of  square  feet of the  Building  is equal to the
pro-rata  share  specified  in Section 1.5  hereof,  and said  percentage  shall
hereinafter be referred to as the Tenant's "Pro-Rata Share".

         2.2 Public Areas. As long as this Lease remains in effect and Tenant is
not in default  hereunder,  Tenant shall have the nonexclusive  right, in common
with the Landlord,  other tenants,  subtenants  and invitees,  to use the public
areas of the  Building  which  consist  of the  entrance  foyer and lobby of the
Building,  the  common  corridors  on the  floors of the  Building  on which the
Premises are situated and other areas appurtenant to or servicing the elevators,
shipping and  receiving  areas and  lavatories  in the  Building,  provided that
Landlord  shall  have the  right at any  time and from  time to time to  exclude
therefrom such areas as Landlord may determine so long as access to the Premises
is not unreasonably denied.

3.       TERM.

         3.1 Term.  The term of this  Lease for the  Premises  shall be the term
specified in Section 1.6 hereof,  commencing on the Commencement  Date specified
in Section 1.7 hereof and ending on the Expiration Date specified in Section 1.8
hereof unless sooner terminated pursuant to any provision of this Lease.

         3.2 Delay in Commencement.  Notwithstanding  said Commencement Date, if
for any reason Landlord  cannot deliver  possession of the Premises to Tenant on
said date,  Landlord  shall not be subject to any  liability  therefor nor shall
such  failure  affect the  validity of this Lease or the  obligations  of Tenant
hereunder. However, in such case Tenant shall not be obligated to pay rent until
possession  of the  Premises is tendered to Tenant,  which date shall be the new
Commencement  Date,  and  the  Expiration  Date  shall  remain  unchanged.  Upon
Landlord's request,  the parties agree to execute in writing a Commencement Date
Memorandum to certify the Commencement Date and Expiration Date hereof.

         3.3 Early Possession.  In the event that the Initial Premises are ready
for  occupancy  and a  certificate  of  occupancy  has been issued  prior to the
Commencement Date,  Landlord shall permit Tenant to occupy the Premises prior to
the Commencement  Date, such occupancy shall be subject to all of the provisions
of this Lease but rent shall  abate and not be  payable  until the  Commencement
Date. Said early possession shall not advance the Expiration Date of this Lease.

         3.4  Delivery  of  Possession.  Tenant  shall be deemed  to have  taken
possession of the Premises when the earliest of any of the following  occur: (a)
three (3)  business  days after  Landlord  or  Landlord's  agent,  architect  or
contractor  notifies  Tenant that the Premises are ready for  occupancy;  or (b)
Tenant  commences to occupy or otherwise make use of the Premises.  If Tenant is
notified pursuant to Section 3.4(a), Tenant agrees to occupy the Premises within
five (5) business days thereafter.  As used in this Lease, "business days" shall
mean  Mondays  through  Fridays,  excluding  holidays  generally  recognized  by
landlords of comparable buildings in the geographic area.

         3.5 Holding  Over.  If Tenant  remains in possession of the Premises or
any part thereof after the expiration of the term hereof,  such occupancy  shall
be a tenancy  from  month to month at a monthly  rent  equal to 150% of the Base
Rent for the  last  month of the  term,  plus  additional  rent.  The  foregoing
provisions  of this  Section  3.5 shall  neither be  construed  as consent  from
Landlord to any  holdover nor give Tenant any right to remain in  possession  of
the Premises or any part  thereof  after the  expiration  of the term hereof and
Landlord  does not waive any of its  rights  under  this  Lease to  collect  any
damages to which is may be entitled, whether direct or consequential as a result
of any holdover without Landlord's consent.

4.       RENT.

         4.1 Base Rent.  The Base Rent for the  Premises  for the entire term of
this Lease shall be as specified in Section 1.9, in advance, on the first day of
each month of the term hereof.  Tenant shall pay Landlord  upon the execution of
this Lease the sum specified in Section 1.10 as the installment of Base Rent for
the first full calendar month of the term of the Lease. If the Commencement Date
does not occur on the first day of a calendar month, the aforesaid payment shall
be for  the  initial  thirty  (30)  days  of the  Lease  and  the  next  monthly
installment  of Base  Rent  shall  be due on the  first  day of the  first  full
calendar  month of the term but shall be  prorated  to cover  only those days of
said calendar  month not previously  paid by the Tenant by its initial  payment.
Base Rent for any period  during the term hereof which is less than one calendar
month  shall be a pro rata  portion of the  monthly  installment  based upon the
actual number of days the Lease is in effect during said calendar month.

         4.2      Additional Rent:

         Rent. Both Tenant and Landlord expressly  understand and agree that all
other sums,  excepting  Base Rent,  which may from time to time become due under
this Lease shall be deemed Additional Rent.  Additional Rent shall include,  but
not be limited to, late  charges,  interest,  Shared  Expenses as  described  in
Section 6, attorneys'  fees,  security  deposits and any cash bonds which may by
circumstance  be  required  to be posted  hereunder.  Both  Tenant and  Landlord
expressly understand and agree that all monies paid by Tenant hereunder shall be
first  credited to  Additional  Rent (and  allocated  among  different  items of
Additional Rent as Landlord may determine), and only then to Base Rent. The term
"rent" as used in this  Lease  shall  mean Base Rent and  additional  rent.  All
payments of rent shall be in lawful money of the United States of America, shall
be paid  without any  deduction,  offset or  abatement,  and shall be payable to
Landlord at the address stated in Section 1.11(a) or to such other persons or at
such other places as Landlord may designate in writing.  The  obligation to make
payments of rent hereunder shall be an independent covenant.

         4.3 Parking and Storage. Tenant agrees to pay to Landlord the amount of
Additional Rent for parking as set forth in any Parking Addendum incorporated in
this Lease,  and the amount of  Additional  Rent for storage as set forth in any
Storage Space Addendum  incorporated in this Lease, in advance for each month on
the first day of each month of the term hereof. Unless Tenant executes a Parking
Addendum  or  Storage  Space  Addendum,  Tenant  shall  have no right to use any
parking facilities or storage facilities of the Building, respectively.

         4.4  Acceptance  of Rental  Payments.  No  acceptance  by Landlord of a
lesser sum than the rent then due shall be deemed to be other than on account of
the earliest  amount of such rent due (unless  Landlord elects  otherwise),  nor
shall any endorsement or statement on any check or any letter  accompanying  any
check or payment as rent be deemed an accord and  satisfaction or compromise and
settlement,  and Landlord may accept such check or payment without  prejudice to
Landlord's  right to recover the balance of such  payments  due or to pursue any
other remedy as provided in this Lease.

5.       INTENTIONALLY OMITTED.

6.       SHARED EXPENSES.

         6.1  Determination.  The monthly  obligations  for any Additional  Rent
resulting from Shared Expenses shall be adjusted annually in accordance with the
provisions  of Section  6.2 below.  The term  "Shared  Expenses"  shall mean the
amount by which Operating Expenses  (hereinafter  defined) and Real Estate Taxes
(hereinafter  defined)  incurred in any period  exceed the amount of  Landlord's
obligation for the same as specified in Section 1.14 and 1.15.

         6.2  Escalations.  (a)  Landlord  agrees  to  expend  as its  share  of
Operating  Expenses paid for and  sustained by the Landlord  during any calendar
year an amount not greater than that  specified in Section 1.14.  Said sum shall
constitute the maximum payable by Landlord as its contribution  toward Operating
Expenses.  The term "Operating Expense" means the total amounts paid or payable,
whether by the Landlord or otherwise on behalf of the  Landlord,  in  connection
with the ownership,  leasing, management,  maintenance,  repair and operation of
the Building,  other than those expenses  described in the last sentence of this
Section 6.2(a). Operating Expense shall include, without limiting the generality
of  the  foregoing,   the  aggregate  of  the  amount  paid  for  heating,   air
conditioning,  and  providing  electricity  and water and sewer  charges  to the
Building,  other than that paid by  individual  tenants,  the amount paid to any
persons or entities for all labor and/or wages  (including  the cost to Landlord
of workmen's  compensation and disability insurance,  payroll taxes, welfare and
fringe benefits) for services rendered,  and materials provided to the Building;
administrative  expenses  related to the  Building;  any costs  incurred for any
capital  improvements  or  structural  repairs to the  Building to effect  labor
savings or otherwise  reduce  Operating  Expenses,  or required by law or by any
governmental  or  quasi-governmental  authority  having  jurisdiction  over  the
Building,  which costs shall be amortized over the useful life of the applicable
capital  improvements or structural repairs;  fees for management (not to exceed
5% of the gross revenues from the Building),  legal, accounting,  inspection and
consulting  services  pertaining to the  Building;  any cost of guards and other
protection services; and the amount paid for premiums for all insurance procured
by Landlord to insure the  Building as may be required or  permitted  under this
Lease (including,  without limitation,  business interruption insurance,  and if
there is a mortgage or deed of trust on the Building,  such  insurance as may be
required by the holder of such mortgage or deed of trust).  Notwithstanding  the
foregoing,  Operating  Expenses shall not include the costs of special  services
rendered to tenants (including Tenant) for which a special or separate charge is
made,  any costs of  preparation  of space for new tenants in the Building,  any
costs  borne  directly  by Tenant  under this Lease or  reimbursed  directly  by
insurance  or other  tenants,  leasing  commissions,  depreciation  or  interest
payments, or debt service payments made to a mortgagee.

         (b)  Landlord  agrees to expend as its share of Real Estate  Taxes paid
for and  sustained  by the Landlord  during any  calendar  year in an amount not
greater  than that  specified in Section  1.15.  Said sum shall  constitute  the
maximum payable by Landlord as its  contribution  toward Real Estate Taxes.  The
term "Real  Estate  Taxes"  shall mean any and all general  and  special  taxes,
assessments,  duties and levies, charged and levied upon or assessed against the
Building  and/or any  improvement  situated  on the real  property  on which the
Building stands, any leasehold improvement,  fixtures, installations,  additions
and equipment used in the  maintenance  or operation of the Building,  excluding
those paid  directly by the Tenant.  Further,  if at any time during the term of
this Lease,  in addition  to and/or in lieu of the current  method of  taxation,
there is levied,  assessed or imposed  upon  Landlord,  wholly or  partially,  a
capital levy or otherwise,  or a tax on, or measured by the rents  received from
the  Building,  then such new or altered  taxes  shall be deemed to be  included
within  the term  "Real  Estate  Taxes"  for  purposes  of this  paragraph.  The
reference to "Building" in this subparagraph shall include,  as allocated by the
Landlord,  improvements  or  facilities  utilized in common by the  Building and
other  buildings  upon or  adjacent to the real  property on which the  Building
stands.

         (c)  Commencing  on the  first  day of  January  1996,  and  continuing
thereafter  during the term of this Lease,  Tenant shall pay to Landlord monthly
in advance  on the first day of each  month,  as  Additional  Rent,  one-twelfth
(1/12th of the amount of the Tenant's  Pro-Rata Share of the Shared  Expenses as
estimated by Landlord to be incurred for the then current calendar year in which
the monthly  payments are to be made. From time to time during any calendar year
after  calendar year 1995,  Landlord may estimate and  re-estimate  Tenant's Pro
Rata Share of any Shared Expenses. Thereafter, the monthly installments shall be
appropriately adjusted in accordance with such estimations so that by the end of
the calendar  year in question,  Tenant shall have paid all of Tenant's Pro Rata
Share of Shared Expenses as estimated by Landlord. If the Expiration Date is not
December  31, the  monthly  payments  owing  hereunder  during the last  partial
calendar year of the Lease shall be appropriately adjusted.

         (d) Following the close of each calendar year after calendar year 1995,
Landlord  shall send to Tenant a Landlord's  Statement  setting forth the actual
amount of Operating  Expenses and Real Estate Taxes for the prior  calendar year
and Tenants's Pro Rata Share of any Shared Expenses. If the Landlord's Statement
reveals that Tenant paid more than  Tenant's  Pro Rata Share of Shared  Expenses
for the prior calendar year, then Landlord shall credit or reimburse  Tenant for
such  overpayment  within  thirty  (30)  days of the  date  of  such  Landlord's
Statement. If the Landlord's Statement shows that Tenant paid less than Tenant's
Pro Rata Share,  then Tenant shall pay to Landlord such deficiency as Additional
Rent within thirty (30) days of the date of Landlord's Statement with respect to
any period  shall not  constitute  a waiver by landlord of its right to Tenant's
Pro Rata Share of any Shared Expenses for this period.

         (e) In the event the Building is less than one hundred  percent  (100%)
occupied  during all or any portion of a calendar year,  the Operating  Expenses
for that year shall be allocated by the Landlord, in his sole judgment,  between
the occupied and unoccupied  areas of the Building,  provided,  further,  in the
case of a partial calendar year,  Operating  Expenses shall be annualized on the
basis of a full  calendar  year  before  being  allocated.  In such  event,  the
Tenant's  Additional  Rent for  Shared  Expenses  shall be  determined  by:  (i)
determining  the  Operating  Expenses  allocable  to the  occupied  space in the
Building;

(ii)  subtracting  the  portion  of the  Landlord's  obligation  for the same as
specified  in  Section  1.14 and 1.15  allocable  to the  occupied  space in the
Building;  (iii)  multiplying  by the  Tenant's  Pro-Rata  Share as specified in
Section 1.5. In the event the Building is one hundred  percent  (100%)  occupied
during the entire  calendar  year, all the Basic Costs shall be allocated to the
occupied areas of the Building.  Landlord,  upon Tenant's written request,  will
provide Tenant with a statement  reflecting the allocated  Operating Expenses to
the occupied areas of the Building and the computation of Tenant's share for any
calendar year during the Term in which Operating Expenses exceeds the Landlord's
Share.

         (f) Notwithstanding  any provisions of this Lease to the contrary,  the
maximum liability of Tenant for controllable Operating Expenses shall not exceed
8% compounding cumulative.

         6.3  Statements.  Upon  written  notice  to  Landlord  of not less than
fifteen  (15)  business  days,  Tenant  shall  have  the  right  to  review  the
documentation  relied upon by Landlord  relating  to the  computation  of Shared
Expenses, which review shall occur at the location specified in Section 1.11(b).
All Shared Expenses shall be computed on the actual basis.  In computing  Shared
Expenses, no cost or expense may be accounted more than once, any expenses which
are paid by the proceeds of insurance shall be excluded,  and any expenses which
are separately  metered or billed  directly to and separately  paid by any other
tenant  shall be  excluded.  Tenant shall have the right to cause an audit to be
made of  Landlord's  computation  of Shared  Expenses,  at the  location  of the
Corporate Office in Dallas, Texas, at Tenant's sole expense, not more frequently
than once per calendar year.  Tenant shall not be entitled to withhold or deduct
any  portion of Base Rent or  Additional  Rent  during the  pendency of any such
audit. Any errors disclosed by such audit shall be promptly corrected,  provided
that Landlord shall have the right to cause another independent audit to be made
of such computations,  and in the event of a disagreement  between the auditors,
the mid-point between the closest two audits shall be conclusively  deemed to be
correct.

7.       SECURITY DEPOSIT.

         Tenant  shall  deposit  with  Landlord  upon  execution  hereof the sum
specified  in Section  1.16 as security for  Tenant's  faithful  performance  of
Tenant's obligations hereunder. If Tenant fails to pay rent or other charges due
hereunder,  or otherwise  defaults with respect to any provisions of this Lease,
Landlord may without notice to Tenant use, apply or retain all or any portion of
the  security  deposit  for the  payment  of any rent or any  other  sum owed to
Landlord by Tenant under the provisions of this Lease or to compensate  Landlord
for any loss or damage which  Landlord may suffer  thereby.  If Landlord uses or
applies all or any portion of the security deposit, Tenant shall within five (5)
days after  written  demand  therefor  deposit  cash with  Landlord in an amount
sufficient  to  restore  the  security  deposit to the full  amount  hereinabove
stated.  Landlord  shall not be required to keep the security  deposit  separate
from its general  accounts  and Tenant  shall not be entitled to interest on the
security deposit. If Tenant performs all of Tenant's obligations hereunder,  the
security  deposit or so much  thereof  as had not  theretofore  been  applied by
Landlord,  shall be returned,  without  payment of  interest,  to Tenant (or, at
Landlord's  option,  to the last  assignee,  if any,  of the  Tenant's  interest
hereunder) within sixty (60) days after either the expiration of the term hereof
or after Tenant has vacated the  Premises,  whichever is later.  Landlord  shall
deliver the funds deposited herein by Tenant to the purchaser of the Building in
the event the  Building  is sold (or give such  purchaser  a credit  against the
purchase price in the amount of the security  deposit),  and thereupon  Landlord
shall be  discharged  from all further  liability  with  respect to the security
deposit. If Tenant shall fail to make any payments of Base Rent, Additional Rent
or any other payment  required to be made by Tenant  hereunder  when due on more
than three (3)  occasions  in any  twelve  (12) month  period,  irrespective  of
whether or not failure is cured,  then the security  deposit  shall,  within ten
(10) days after written demand by Landlord,  be increased by Tenant to an amount
equal to the greater of: (i) two (2) times the amount specified in Article 1.16;
(ii) two (2)  months'  fixed  rent;  or (iii) as may be  otherwise  required  by
Landlord.

8.       USE.

         8.1 Use.  The  Premises  shall be used and  occupied  only for the uses
specified in Section  1.17  hereof,  provided  that the  foregoing  shall not be
construed as a  representation  or guarantee by the Landlord  that such business
may lawfully be conducted on the Premises.

         8.2 Waste and Nuisance.  Tenant shall not commit,  suffer or permit any
waste, damage,  disfiguration or injury to the Premises, the common areas in the
Building, or the fixtures and equipment located therein or thereon. Tenant shall
not permit or suffer any overloading of the floors thereof,  and shall not place
therein  any  heavy  business  machinery,   safes,  computers,  data  processing
machines,  or other items  heavier  than  customarily  used for  general  office
purposes  without first obtaining the written consent of Landlord.  Tenant shall
not use or permit to be used any part of the Building for any dangerous, noxious
or  offensive  trade or  business,  and shall not cause or permit any  nuisance,
noise,  action,  or disturbance  of other tenants or Landlord,  in, at or on the
Premises.

         8.3 Conditions of Premises:  Compliance with Law. Tenant hereby accepts
the Initial Premises in their condition existing as of the Commencement Date and
the Expansion  Premises in their condition existing as of the Expansion Premises
Commencement Date, subject to all applicable zoning, municipal, county and state
laws,  ordinances  and  regulations  governing  and  regulating  the  use of the
Premises,  and accepts this Lease subject  thereto and to all matters  disclosed
thereby and by any exhibits  attached hereto.  Tenant shall at Tenant's expense,
comply  promptly  with  all  applicable  laws,  statutes,   ordinances,   rules,
regulations,  orders,  restrictions of record, and requirements in effect during
the term or any part of the term hereof  regulating  the use or occupancy of the
Premises by Tenant.

         8.4  Insurance  Cancellation.  No use shall be made or  permitted to be
made of the  Premises,  nor acts done which will cause the  cancellation  of any
insurance policy covering said Premises or the Building,  and if Tenant's use of
the Premises  causes an increase in said insurance  rates,  Tenant shall pay any
such increase as Additional  Rent,  which,  together with interest on any amount
paid  therefor by  Landlord,  shall be payable by Tenant on the next  succeeding
date on which a Base Rent payment is due.

         8.5 Landlord's Rules and Regulations.  Tenant shall faithfully  observe
and comply with the reasonable  rules and  regulations  that Landlord shall from
time to time promulgate,  including without limitation any rules and regulations
attached to this Lease, which are hereby incorporated wherein by this reference.
Landlord  reserves the right from time to time to make reasonable  modifications
to said rules and regulations. The additions and modification to those rules and
regulations  shall be binding upon Tenant upon Landlord giving notice of them to
Tenant.  Landlord shall not be responsible to Tenant for the  nonperformance  of
any of said rules and regulations by any other tenants or occupants.

9.       LANDLORD SERVICES.

     9.1 Basic  Services.  Subject  to any law,  rule or  governmental  order or
regulation,  and  further  subject to any  circumstance  beyond  the  control of
Landlord, Landlord shall furnish the following services:

     (a) Air  conditioning  and heat,  whichever be  required,  from 8 a.m. to 6
p.m.,  Monday  through Friday and 8 a.m.  through 1 p.m. on Saturday,  excluding
holidays.  If Tenant desires air  conditioning  and heat other than at the times
designated,  such service shall be supplied to Tenant upon prior written request
of Tenant delivered before 3:00 p.m. on the business day required or before 3:00
p.m. on the business  day prior to any weekend day or holiday,  and Tenant shall
pay to Landlord the cost of such service  within ten (10) days after delivery of
an invoice to Tenant therefor;

     (b) Hot and cold water for lavatory purposes.  If a further supply of water
is required by Tenant, then at Tenant's expense,  Landlord shall have the option
to install and maintain a water meter to register such  consumption,  and Tenant
shall pay as Additional  Rent for water consumed,  at the cost to Landlord,  and
for sewer rents and all other rents and charges based upon such  consumption  of
water;

     (c)  Security  Services  in manor and fashion as shall from time to time be
determined  in Landlord's  sole judgment as may be reasonable  for the Building.
Notwithstanding  and subject to the Hold  Harmless and  Indemnity  provisions of
Sections 13.5 and 13.6,  Landlord makes no warranty as to the  effectiveness  of
such  security  services  and assumes no  liability  for any failure  thereof as
provided hereby.

     (d) General day-to-day  janitorial service (excluding carpet shampooing and
hard surface floor  waxing) five days a week,  and elevator  service  during the
same hours for which air  conditioning  and heating services are provided as set
forth above.

     (e) Whenever heat  generating  machine,  or equipment are used by Tenant in
the  Premises  which  affect the  temperature  otherwise  maintained  by the air
conditioning  system, as determined by Landlord,  Landlord reserves the right to
install  supplementary  air  conditioning  units in the Premises,  and the costs
therefor, including the cost of installation, operation and maintenance thereof,
shall be paid by Tenant to  Landlord  upon  demand by  Landlord.  If Tenant,  as
determined  by  Landlord,  requires  electric  current in excess of that usually
furnished or supplied to the Premises,  Landlord  may, at its  election,  either
cause an electric  meter to be installed in the Premises to measure the electric
current  consumed for such excess use or determine  the value of such excess use
by causing an independent  electrical  engineer or consulting firm,  selected by
Landlord, to conduct a survey of Tenant's use of electric current and to certify
such determination in writing to Landlord and Tenant. The cost of any such meter
or  survey,  as the case may be, and of the  installation,  and  maintenance  or
survey,  as the cause may be  indicates  such  excess use by Tenant of  electric
current,  Tenant agrees to pay to Landlord,  as Additional  Rent,  promptly upon
demand  therefor by Landlord,  the amount  determined to be due for the electric
current  consumed  by  Tenant,  as shown by said meter or as  indicated  in said
survey,  as the case may be, at the rate  charged for such  service by the local
public authority or the local

public  utility,  as the case may be,  furnishing the same,  plus any additional
expenses  incurred  by  Landlord  in  keeping  account of the  electric  current
consumed.

     (f) Electric  current for  lighting  the  Premises and for ordinary  office
appliances  and office  machines  only,  provided  that Tenant shall not use any
electrical  equipment  which in  Landlord's  opinion  will  overload  the wiring
insulations  or  interfere  with  the  electrical  use in the  remainder  of the
Building by Landlord or any other tenant in the Building.

         9.2 Initial Construction.  Landlord agrees to perform the work and make
such  installations  in the  Premises as set forth in the Work  Letter  Addendum
which, if attached hereto as indicated in Section 1.19,  constitutes  additional
provisions  of this Lease which are hereby  incorporated  by  reference.  Tenant
acknowledges  that  it  will  examine  the  Premises  before  taking  possession
hereunder  and agrees that unless  Tenant  furnishes  Landlord  with a notice in
writing  specifying any apparent defect in the  construction  within thirty (30)
days after such  taking of  possession,  it shall be  conclusively  deemed  that
Tenant has accepted  the  Premises as being in good order and that  Landlord had
satisfactorily completed the work it agreed to perform. Tenant agrees that there
is no promise,  representation,  or undertaking by or binding upon Landlord with
respect to any construction, alteration, remodeling or redecorating in or to the
Premises except as expressly set forth in the Work Letter Addendum.

         9.3 Interruption of Services.  Landlord reserves the right from time to
time to install,  use,  maintain,  repair,  replace and relocate  service to the
Premises  and other parts of the  Building,  and to alter or relocate  any other
facility in the Building.  Interruption or curtailment of any service maintained
in the Building, if caused by strikes,  mechanical difficulties,  actions of the
Landlord  under the first  sentence of this Section 9.3, or for any other reason
beyond  Landlord's  control,  shall not  entitled  Tenant  to any claim  against
Landlord or to any abatement in rent, nor shall the same constitute constructive
or partial eviction or breach of any implied  warranty.  Unless due to the gross
negligence of Landlord, Landlord shall not be liable to Tenant for any injury or
damage resulting from defects in the plumbing, heating, or electrical systems in
the Building or for any damage resulting from water seepage into the Building or
for any act or failure to act by any other  Tenants at the  Building  or for any
damage resulting from wind storm, hurricane or rain storm.

10.      MAINTENANCE, REPAIRS AND ALTERATIONS.

         10.1 Landlord's  Obligations.  Subject to the provisions of Section 14,
and except for damage caused by any negligent or intentional  act or omission of
Tenant, Tenant's agents, employees,  representatives,  customers or invitees, in
which event Tenant shall repair the damage, at its sole expense,  Landlord shall
keep in good order, condition and repair the structural portions of the Building
and those  portions  of the  Building  which are not  occupied  or leased by any
tenant,  and all costs  incurred  by  Landlord  in making  any such  repairs  or
performing such  maintenance  shall be Operating  Expenses as defined in Section
6.2, provided that Landlord shall have no obligation to perform any act which is
the obligation of Tenant or any other tenant in the Building.  Tenant  expressly
waives the  benefits  of any  statute  now or  hereafter  in effect  which would
otherwise  afford Tenant the right to make repairs at  Landlord's  expense or to
terminate this Lease because of Landlord's  failure to keep the Premises in good
order, condition and repair. Other than as specifically provided in this Section
10.1, Landlord shall not be obligated to make any repairs or improvements of any
kind, in, upon, about, or to the Premises or the Building.

         10.2  Tenant's  Obligations.  Subject to the  provisions of Section 14,
Tenant, at Tenant's expense,  shall keep in good order, condition and repair the
Premises and every part thereof  including,  without  limiting the generality of
the foregoing,  all plumbing,  electrical and lighting  facilities and equipment
within the Premises,  fixtures, interior walls and interior surfaces of exterior
walls,  ceilings,  windows,  doors, plate glass and skylights located within the
Premises.  All repairs made by the Tenant shall be at least of the same quality,
design  and  class as that of the  original  work.  All  damage or injury to the
Building or to the Premises, fixtures,  appurtenances and/or equipment caused by
the Tenant  moving  property  in or out of the  Building  or the  Premises or by
Tenant's  installation or removal of furniture,  fixtures, or other property, or
from any  other  cause of any kind or  nature  whatsoever  due to  carelessness,
omission,  neglect,  improper conduct, or other cause of the Tenant, its agents,
employees,  invitees, contractors or subcontractors shall be repaired, restored,
or  replaced  promptly  by the  Tenant  at its  sole  cost  and  expense  to the
satisfaction  of the  Landlord.  In the event that the Tenant  fails to keep the
Premises in good  order,  condition  and repair,  then upon ten (10) day's prior
written notice from Landlord  (except in an emergency when no prior notice shall
be necessary) if Tenant fails to repair,  restore or replace,  then Landlord may
repair,  restore  and  replace  to cause the  Premises  to be in good  order and
condition  and make such  repairs  without  liability  to Tenant for any loss or
damage that may accrue to Tenant's  property or business by reason thereof,  and
upon  completion  thereof  Tenant  shall  pay to  Landlord  upon  demand  and as
Additional  Rent the  cost of any  such  repairs,  restoration  or  replacement,
together with interest thereon from the date paid.

         10.3  Surrender.  On the last day of the term  hereof or on any  sooner
termination or date on which Tenant ceases to possess the Premises, Tenant shall
surrender  the Premises to Landlord in good and clean  condition,  ordinary wear
and tear excepted. Prior to such surrender Tenant shall repair any damage to the
Premises occasioned by its removal of trade fixtures,

furnishings  and equipment,  which repair shall include the patching and filling
of holes and repair of structural  damage.  Tenant agrees to indemnify  Landlord
and hold Landlord harmless from and against any liability (including  reasonable
attorneys' fees) of Landlord to third parties resulting from Tenant's failure to
timely comply with the provisions of this Section 10.3.

         10.4   Alterations  and  Additions.   (a)  Tenant  shall  not,  without
Landlord's  prior  written  consent,  make  any  alterations,   improvements  or
additions (referred to collectively herein as "Alterations") in, on or about the
Premises.  Should tenant make any Alterations  without the prior approval of the
Landlord, Landlord may require that Tenant immediately remove any or all of such
items  and/or  Landlord  may  declare a  default  by Tenant  under  this  Lease.
Furthermore,  Landlord  may  require  that  Tenant  remove  any or  all of  said
Alterations  at the  expiration  of the term or such other time at which  Tenant
ceases to  possess  the  Premises,  and  restore  the  Premises  to their  prior
condition.  Tenant shall not place any holes in any part of the Premises, and in
no event shall Tenant place any exterior or interior drapes,  blinds, or similar
items  visible  from the  outside  of the  Premises  without  the prior  written
approval of Landlord.

         (b) Any  Alterations  in, on or about the  Premises  that Tenant  shall
desire to make shall be  presented  to  Landlord in written  form with  proposed
detailed plans. If Landlord shall give its consent,  the consent shall be deemed
conditioned  upon  Tenant  acquiring  a permit to do the work  from  appropriate
governmental agencies, the furnishing of a copy thereof to Landlord prior to the
commencement  of the work and the  compliance  by Tenant with all  conditions of
said permit and with all specifications in the plans in a prompt and expeditious
manner.  Tenant shall not permit any of the construction work to be performed by
persons  not  currently   licensed  under  any  applicable   licensing  laws  or
regulations pertaining to the types of work to be performed.  Landlord shall not
be  deemed  unreasonable  in the  exercise  of its  discretion  for  withholding
approval of any  Alterations  which  involve or might affect any  structural  or
exterior  element of the Building,  any area or element outside of the Premises,
or any facility  serving any area of the Building  outside of the  Premises,  or
which will require  unusual expense to readapt the Premises to normal office use
on the termination or expiration of the Lease,  unless in the latter case Tenant
either  desires to or is required to make repairs or  Alterations  in accordance
with this Lease, Landlord may require Tenant, at Tenant's sole cost and expense,
to obtain and provide to Landlord a  performance  and  completion  bond (or such
other  applicable  bond as determined by Landlord) in an amount equal to one and
one-half  (1-1/2)  times  the  estimated  cost of such  improvements,  to insure
Landlord against liability including but not limited to liability for mechanic's
and materialmen's liens and to insure completion of the work.

         (c) Tenant  shall  pay,  when due,  all  claims for labor or  materials
furnished  or alleged to have been  furnished  to or for Tenant at or for use in
the  Premises,  which  claims  are or  may  be  secured  by  any  mechanic's  or
materialmen's  lien  against the  Premises or the  Building.  Tenant  shall give
Landlord  not less than ten (10) days notice  prior to the  commencement  of any
work in, on or about the  Premises,  and  Landlord  shall have the right to post
notices of nonresponsibility  in, on or about the Premises as may be provided by
law.  Tenant shall have no power or authority to do any act or make any contract
which may create or be the basis for any lien upon the interest of the Landlord,
the Premises or the Building,  or any portion thereof. If any mechanics or other
lien or any notice of intention to file a lien shall be filed or delivered  with
respect to the Premises or the Building,  based upon any act of the Tenant or of
anyone  claiming  through the Tenant,  or based upon work performed or materials
supplied  allegedly  for the Tenant,  Tenant shall cause the same to be canceled
and  discharged of record within  fifteen (15) days after the filing or delivery
thereof.  If Tenant has not so  canceled  the lien within  fifteen  (15) days as
required herein,  Landlord may pay such amount,  and the amount so paid together
with interest  thereon from the date of payment and all legal costs and charges,
including  attorneys fees,  incurred by Landlord in connection with said payment
and  cancellation  of the lien or notice of intent shall be Additional  Rent and
shall be payable on the next succeeding date on which a Base Rent installment is
due. Landlord may, at its option and without waiving any of its rights set forth
in the immediately preceding sentence,  permit Tenant to contest the validity of
any such lien or claim,  provided that in such circumstances the Tenant shall at
its  expense  defend  itself  and  Landlord  against  the same and shall pay and
satisfy  any such  adverse  judgment  that may be  rendered  thereon  before the
enforcement thereof against the Landlord, the Premises or the Building, provided
further  that  Landlord  may at any time  require the Tenant to deposit with the
court exercising  jurisdiction  over such claim, such amount as may be necessary
under applicable statutes to cause the release and discharge of the lien, and if
Tenant  shall not  immediately  make such  payment upon the request of Landlord,
Landlord may make said payment and the amount so paid,  together  with  interest
thereon  from the date of payment  and all legal  costs and  charges,  including
attorneys  fees,  incurred by Landlord in connection  with said payment shall be
deemed Additional Rent and shall be payable on the next succeeding date on which
a Base Rental  installment  is due. In addition,  Landlord may require Tenant to
pay  Landlord's  attorney  fees and  costs in  participating  in such  action if
Landlord  shall  decide  it is in its best  interest  to do so.  Nothing  herein
contained shall be construed as a consent on the part of Landlord to subject the
interest and estate of Landlord to liability  under any lien law of the state in
which the Premises are situated, for any reason or purpose whatsoever,  it being
expressly understood that Landlord's interest and estate shall not be subject to
such liability and that no person shall have any right to assert any such lien.

         (d) Unless  Landlord  requires their  removal,  as set forth in Section
10.4(a),  all  Alterations  which  may be made  on the  Premises  shall,  at the
expiration  of the term or such other time at which Tenant ceases to possess the
Premises, become

the property of Landlord and remain upon and be  surrendered  with the Premises.
Notwithstanding  the provisions of this Section 10.4(d),  Tenant's machinery and
equipment, other than that which is affixed to the Premises so that it cannot be
removed without  material  damage to the Premises,  shall remain the property of
Tenant and may be removed by Tenant  subject to all  provisions  of Section 10.3
hereof and provided  that Tenant is not in default  under this Lease at the time
Tenant ceases to possess the Premises.

11.      TENANT'S USE OF PUBLIC AREAS.

         Tenant's non-exclusive use of the public areas described in Section 2.2
shall be  subject  to such  reasonable  Rules  and  Regulations  promulgated  by
Landlord  pursuant  to  Section  8.5.  Tenant  agrees  to repair at its cost all
deteriorations  or damages to the public areas  occasioned by its  negligence or
intentional  misconduct  or  that  of  its  officers,  agents,  representatives,
customers, employees or invitees.

12.      TAXES AND TELEPHONE.

         12.1 Personal Property Taxes. Tenant shall pay prior to delinquency all
taxes  assessed  against  and  levied  upon  leasehold  improvements,  fixtures,
furnishings,  equipment and all other personal  property of Tenant  contained in
the Premises or elsewhere.  If Tenant shall cause said  leasehold  improvements,
trade  fixtures,  furnishings,  equipment and all other personal  property to be
assessed  with  Landlord's  real  property,  Tenant shall pay Landlord the taxes
attributable  to Tenant within (10) days after receipt of a written  notice from
Landlord setting forth the taxes applicable to Tenant's property,  and if Tenant
fails to do so, Landlord may make such payment and the amount so paid,  together
with interest  thereon from the date paid, shall be Additional Rent and shall be
due and payable to Landlord on the next  succeeding  date on which a Base Rental
installment is due.

         12.2 Evidence of Payment.  Tenant shall  promptly  deliver to Landlord,
upon Landlord's  written request,  receipts for payments of all taxes,  charges,
dues,  assessments  and licenses in respect of all  improvements,  equipment and
facilities of the Tenant on or in the Premises which were due and payable within
a period up to one year prior to Landlord's making such request.

         12.3  Telephone.  Tenant  shall  separately  arrange  and  pay  for the
furnishing of and use of all telephone services as Tenant may deem necessary for
its use of the  Premises,  and Landlord  shall have no  liability in  connection
therewith.  Any telephone contractor shall,  however,  contact Landlord prior to
making any installation in the Premises or to equipment  maintained elsewhere in
the Building.

13.      INSURANCE AND INDEMNITY.

         13.1 Liability Insurance. Tenant shall, at Tenant's expense, obtain and
keep in force  during  the term of this  Lease a policy  of  commercial  general
liability;  insuring  against  claims for bodily injury and property  damage and
arising out of the use,  occupancy or  maintenance of the Premises and all areas
appurtenant  thereto.  Such  insurance  shall  be in an  amount  not  less  than
$2,000.000.00  combined  single limit.  The limits of said insurance  shall not,
however,  limit the liability of Tenant hereunder.  Tenant shall also obtain and
keep in force during the term of this Lease, at Tenant's  expenses,  "all risk",
including  fire and  extended  coverage  insurance  upon the  property  of every
description  and kind  owned by the Tenant and  located in the  Building  or for
which  Tenant is legally  liable,  or  installed  by or on behalf of the Tenant,
including without limitation, furniture, fittings, installations,  alternations,
additions,  partitions,  fixtures  and  anything  in  the  nature  of  leasehold
improvements  in an amount  sufficient  to enable Tenant to rebuild and carry on
its business after such a loss. All insurance  hereunder shall insure the Tenant
and  Landlord,  and in the event that there  shall be a dispute as to the amount
which comprises the full replacement cost. The decision of the Landlord shall be
conclusive.  If Tenant shall fail to procure and maintain the insurance required
hereunder,  Landlord  may but shall not be required to procure and  maintain the
same, and any amount so paid by Landlord for such insurance  shall be Additional
Rent which,  together with interest thereon from the date paid, shall be due and
payable by Tenant on the next succeeding  date on which a Base Rent  installment
is due. If in the opinion of Landlord the amount of liability insurance required
hereunder becomes  materially less than that customarily  provided by tenants in
space  comparable  to that by leased  by Tenant  hereunder,  then  Tenant  shall
increase said insurance coverage to correspond with customary levels so provided
by other comparable tenants as required by Landlord.  The failure of Landlord to
require any additional  insurance coverage shall not be deemed to relieve Tenant
from any obligations under this Lease.

         13.2 Property Insurance. Landlord shall obtain and keep in force during
the term of this Lease fire and  extended  coverage on the  Building  (including
Building standard leasehold  improvements).  Landlord may also, but shall not be
required to,  procure any other  insurance  policies  respecting the Premises or
Building which Landlord deems necessary.

         13.3 Insurance  Policies.  Insurance required by Tenant hereunder shall
be primary and not require  contribution  from insurance carried by Landlord and
shall be carried  with  companies  rated  A+/XI or better in  "Best's  Insurance
Guide".  Tenant  shall  deliver to Landlord  prior to taking  possession  of the
Premises  copies of policies of such  insurance or  certificates  evidencing the
existence and amounts of such  insurance  with loss payable  clauses  reasonably
satisfactory  to  Landlord.  No such policy  shall be  cancelable  or subject to
reduction of coverage or other modification except after thirty (30) days' prior
written notice to Landlord.  Tenant shall,  within thirty (30) days prior to the
expiration of such policies, furnish Landlord with renewals thereof, or Landlord
may order such  insurance  and charge the cost thereof to Tenant,  which amount,
together with interest thereon, shall be Additional Rent and shall be payable by
Tenant on the next  succeeding  date on which a Base Rent payment is due. Tenant
shall not do or permit to be done anything which shall  invalidate the insurance
policies  referred to in Section 13.1.  Tenant shall forthwith,  upon Landlord's
demand,  reimburse Landlord for any additional premiums  attributable to any act
or omission or operation of Tenant causing an increase in the cost of insurance.

         13.4 Waiver of  Subrogation.  As long as their  respective  insurers so
permit,  Tenant and Landlord each waives any and all rights of recovery  against
the other, or against the officers, employees, agents and representatives of the
other for loss or damage to such  waiving  party or its property or the property
of others under its control,  where such loss or damage is insured against under
any  insurance  policy in force at the time of such loss or  damage.  Tenant and
Landlord  shall,  upon obtaining the policies of insurance  required  hereunder,
give  notice to the  insurance  carriers  that the  foregoing  mutual  waiver of
subrogation  contained  in this  Lease and  obtain  policies  of  insurance,  if
obtainable,  which  shall  include  a  waiver  by the  insurer  of all  right of
subrogation  against  Landlord or Tenant in  connection  with any loss or damage
thereby insured against.

         13.5 Hold Harmless.  Tenant shall  indemnify,  defend and hold Landlord
harmless  from any and all claims,  liabilities,  damages  and costs,  including
attorneys  fees,  incurred by  Landlord  which  arise from  Tenant's  use of the
Premises  or the  Building  or from  the  conduct  of its  business  or from any
activity,  work or things which may be permitted or suffered by Tenant in, on or
about the Premises or the Building, and shall further indemnify, defend and hold
Landlord harmless from and against any and all claims, liabilities,  damages and
costs,  including  attorneys  fees,  incurred by  Landlord  which arise from any
breach or default in the  performance  of any  obligation on Tenant's part to be
performed  under any provision of this Lease or which arise from any  negligence
of  Tenant  or any of  its  agents,  representatives,  customers,  employees  or
invitees.

         13.6  Exemption of Landlord from  Liability.  Tenant hereby agrees that
Landlord  shall not be liable for  injury to  Tenant's  business  or any loss of
income  therefrom,  or for  damage to the  goods,  wares,  merchandise  or other
property  of Tenant,  Tenant's  employees,  representatives,  agents,  invitees,
customers  or any other  person in, on or about the  Premises or  Building,  nor
shall Landlord be liable for injury to the person of Tenant, Tenant's employees,
representatives,  agents,  customers,  or  invitees,  whether any such damage or
injury is caused by or results  from fire,  steam,  electricity,  gas,  water or
rain,  or from the  breakage,  leakage,  obstruction  or other defects of pipes,
sprinklers, wires, appliances,  plumbing, air conditioning or lighting fixtures,
or from any other  cause,  and whether the said  damage or injury  results  from
conditions  arising upon the  Premises or any other cause,  and whether the said
damage or injury results from conditions  arising upon the Premises or Building,
or from other  sources or places,  and  regardless  of whether the cause of such
injury or the means of repairing the same is inaccessible to Landlord or Tenant,
unless such injury,  loss of income or damage is caused by the Landlord's  gross
negligence. Landlord shall not be liable for any damages arising from any act or
neglect of any other tenant, if any, of the Building.  Tenant hereby assumes all
risk of damage to property or injury to persons in, on or about the  Premises or
the  Building  from any cause and  Tenant  hereby  waives  all claims in respect
thereof  against  Landlord,  excepting where said damage arises out of the gross
negligence of Landlord.

14.      DAMAGE OR DESTRUCTION.

         14.1 Option to Terminate Lease.  Except as provided in Section 14.2, if
the  Premises  or any  material  part  (equal to 30% or more)  thereof  shall be
damaged or destroyed  by fire or other  casualty,  Landlord  may, at its option,
elect to terminate  this Lease by giving notice to the Tenant within ninety (90)
days after Landlord  receives actual notice of the fire or other  casualty,  and
thereupon  the term of this Lease  shall  expire by lapse of time upon the tenth
(10th)  day after  such  notice is given.  Instead of  exercising  said  option,
Landlord  may elect to repair or restore the  Premises to the same  condition as
existed before such damage or  destruction.  Upon electing to repair or restore,
Landlord may proceed with reasonable dispatch to perform the necessary work, and
Base Rent and  Additional  Rent shall be abated in the  portion of the  Premises
which is unusable during the period of repair and  restoration.  However,  there
shall be no abatement,  apportionment or reduction in the rental  obligations of
Tenant if the damage or destruction is caused by the Tenant or Tenant's  agents,
representatives,  employees, customers or invitees. Landlord shall not be liable
to Tenant for any delay which arises by reason of labor strikes,  adjustments of
insurance or any other cause beyond  Landlord's  control,  and in no event shall
Landlord be liable for any loss of profits or income.

     14.2 Fault of Tenant. Landlord may exercise its option to repair or restore
as described in Section  14.1 even if such damage or  destruction  is due to the
fault  or  neglect  of  Tenant,  Tenant's  agents,  representatives,  employees,
customers or

invitees,  but in such event  Landlord's  election to repair or restore shall be
without prejudice to any other rights and remedies of Landlord under this Lease,
and there shall be no apportionment or abatement of any rent of any kind.

         14.3 Obligations of Tenant. Except as provided in this Section 14, none
of  Tenant's  obligations  under this Lease  shall be  affected by any damage or
destruction  of the Premises by any cause  whatsoever.  Tenant hereby  expressly
waives any and all rights it might  otherwise have under any law,  regulation or
statute which would act to modify the  provisions of the  immediately  preceding
sentence.

         14.4  Termination by Tenant.  In the event that more than sixty percent
(60%) of rentable  square feet of the Premises  shall be damaged or destroyed by
fire  or  other   casualty  not  caused  by  the  Tenant  or  Tenant's   agents,
representatives,  employees,  customers or invitees,  Tenant may terminate  this
Lease by giving notice to Landlord within thirty (30) days after the date of the
fire or other casualty, and upon such termination the rent and other obligations
of the  Tenant  shall  be duly  apportioned  as of the date of the fire or other
casually,  provided,  however,  that Tenant shall have no right to terminate the
Lease under this Section 14.4 if Tenant is in default of any of its  obligations
under the Lease as of the date of the fire or other casualty.

15.      CONDEMNATION.

         If all or a  portion  of the  Premises  are taken  under any  public or
private  power of eminent  domain,  or sold by Landlord  under the threat of the
exercise of said power,  or if any portion of the  Building is so  condemned  so
that it would not be practical,  in Landlord's judgment, to continue to maintain
the Building (all of which is herein referred to as "condemnation"),  this Lease
shall  terminate  as of  the  date  the  condemning  authority  takes  title  or
possession,  whichever  occurs  first.  If only a  portion  of the  Premises  or
Building are so condemned and Landlord  does not elect to  terminate,  the Lease
shall  remain in full force and effect as to the portion of the  Premises not so
taken,  and Tenant's  rental  obligations  shall be reduced  proportionately  to
reflect the number of rentable  square feet remaining in the Premises,  and such
rental reduction,  if any, shall take effect as of the date which is thirty (30)
days after the date of which the condemning authority takes title or possession,
whichever  first  occurs.  If repairs  or  restorations  to that  portion of the
Premises  not so taken are deemed  necessary  by Landlord to render such portion
reasonably  suitable for the purposes for which it was leased,  as determined by
Landlord, Landlord shall perform such work at its own cost and expense but it no
event shall  Landlord be required to expend any amount  greater  than the amount
received by Landlord as  compensation  for the portion of the Premises  taken by
the  condemnator.  All awards for the taking of any part of the  Premises or any
payment made under the threat of the  exercise of power of eminent  domain shall
be the property of Landlord,  whether made as  compensation  for  diminution  of
value of the  leasehold  or for the taking of the fee or as  severance  damages.
(Remainder of paragraph omitted by agreement of parties.)

16.      ASSIGNMENT AND SUBLETTING.

         16.1 Transfers:  Consent.  Tenant shall not,  without the prior written
consent of Landlord  (which Landlord shall not be  unreasonably  withheld):  (a)
assign,  transfer,  or  encumber  this Lease or any estate or  interest  herein,
whether  directly or by  operation of law, (b) permit any other entity to become
Tenant hereunder by merger, consolidation, or other reorganization (c) if Tenant
is an entity other than a corporation whose stock is publicly traded, permit the
transfer  fifty percent (50%) or more of the ownership  interest in Tenant so as
to result in a change in the current  control of Tenant,  (d) sublet any portion
of the Premises, (e) grant any license,  concession, or other right of occupancy
of any  portion of the  Premises,  or (f) permit the use of the  Premises by any
parties other than Tenant (any of the events listed in Sections  16.1(a) through
16.1(f)  being  a  "Transfer").  If  Tenant  requests  Landlord's  consent  to a
Transfer,  then Tenant shall provide Landlord with a written  description of all
terms  and  conditions  of  the  proposed  Transfer,   copies  of  the  proposed
documentation, and the following information about the proposed transferee: name
and address; reasonably satisfactory information about its business and business
history; its proposed use of the Premises;  banking, financial, and other credit
information;  and general references  sufficient to enable Landlord to determine
the proposed transferee's creditworthiness and character. Tenant stall reimburse
Landlord for its attorneys' fees and other expenses  incurred in connection with
considering  any request for its consent to a Transfer  and also pay to Landlord
an administrative fee of $200.00 in connection with Landlord's consideration. If
Landlord  consents to a proposed  Transfer,  then the proposed  transferee shall
deliver  to  Landlord  a written  agreement  whereby it  expressly  assumes  the
Tenant's obligations hereunder;  however, any transferee of less than all of the
space in the Premises shall be liable only for obligations under this Lease that
are property  allocable to the space  subject to the  Transfer,  and only to the
extent of the rent it has agreed to pay Tenant therefor. Landlord's consent to a
Transfer shall not release Tenant from  performing  its  obligations  under this
Lease,  but rather  Tenant and its  transferee  shall be jointly  and  severally
liable therefor.  Landlord's  consent to any Transfer shall not waive Landlord's
rights as to any subsequent  Transfers.  If an Event of Default occurs while the
Premises  or any part  thereof  are subject to a  Transfer,  then  Landlord,  in
addition to its other  remedies,  may collect  directly from such transferee all
rents  becoming  due to Tenant and apply such rents  against  the rent due under
this Lease.  Tenant authorizes its transferees to make payments of rent directly
to Landlord upon receipt of notice from Landlord to do so.  Notwithstanding  the
foregoing, Landlord

hereby consents to the Transfer to Solo Petroleums, Ltd. of all or substantially
all outstanding stock of Tenant,  provided that Tenant does not sell or transfer
any material assets of Solo Petroleums Ltd.

         16.2  Cancellation.   Landlord  may,  within  thirty  (30)  days  after
submission of Tenant's  written  request for  Landlord's  consent to a Transfer,
cancel  this Lease  (or,  as to a  subletting  or  assignment,  cancel as to the
portion of the  Premises  proposed to be sublet or  assigned) as of the date the
proposed Transfer was to be effective.  If Landlord cancels this Lease as to any
portion of the  Premises,  then this Lease shall  cease for such  portion of the
Premises  and  Tenant  shall  pay to  Landlord  all  rent  accrued  through  the
cancellation  date  relating  to the  portion  of the  Premises  covered  by the
proposed Transfer.  Thereafter,  Landlord may lease such portion of the Premises
to the  prospective  transferee  (or to any other person)  without  liability to
Tenant.

         16.3 Additional Compensation. Tenant shall pay to Landlord, immediately
upon receipt thereof,  all  compensation  received by Tenant for a Transfer that
exceeds the Base Rent and Tenant's Pro Rata Share of Shared  Expenses  allocable
to the portion of the Premises covered thereby.

         16.4 Right to Collect Rent. The acceptance of rent by Landlord from any
person  other than Tenant  shall not be deemed to be a waiver by Landlord of any
provision of this Lease.  If the Premises are sublet or occupied by anyone other
than  Tenant and Tenant is in default  hereunder,  or this Lease is  assigned by
Tenant,  then,  in any such event,  Landlord may collect rent from the assignee,
subtenant or occupant and apply the net amount collected to the rent reserved in
this Lease,  but no such collection  shall be deemed a waiver of the covenant in
this Lease against assignment and subletting or the acceptance of such assignee,
subtenant or occupant as tenant, or a release of Tenant from further performance
of the covenants contained in this Lease.

17.      DEFAULTS; REMEDIES.

     17.1 Defaults.  The  occurrence of any one or more of the following  events
shall constitute a default and breach of this Lease by Tenant:

         (a)      The vacating or abandonment of the Premises by Tenant; or

         (b) The failure by Tenant to make any payment of Base Rent,  Additional
Rent or any other payment required to be made by Tenant  hereunder,  as and when
due, where such failure shall continue for a period of ten (10) days after being
due; or

         (c) The failure by Tenant to observe or perform  any of the  covenants,
conditions  or  provisions  of this Lease to be observed or performed by Tenant,
other than  described in paragraph (b) above,  where such failure shall continue
for a period  of ten (10)  business  days  after  written  notice  thereof  from
Landlord to Tenant; provided, however, that if the nature of Tenant's default as
determined  by  Landlord  is such  that  more  than ten (10)  business  days are
reasonably  required  for its  cure,  then  Tenant  shall not be deemed to be in
default if Tenant  commences such cure as soon as possible  within said ten (10)
business  day  period  and  thereafter   diligently   prosecutes  such  cure  to
completion,  and in any case  completes  said cure within thirty (30) days after
the aforesaid written notice; or

         (d) (i) The  insolvency of the Tenant or the execution by the Tenant of
an  assignment  for the benefit of  creditors,  or the  convening by Tenant of a
meeting of its creditors,  or any class thereof, for the purposes of effecting a
moratorium  upon or extension or composition of its debts; or the failure of the
Tenant to generally  pay its debts as they mature;  or (ii) the filing by or for
reorganization  or arrangement  under any law relating to bankruptcy  (unless in
the case of a petition filed against Tenant,  the same is dismissed within sixty
(60) days); or (iii) the appointment of a trustee or receiver to take possession
of  substantially  all of Tenant's assets located at the Premises or of Tenant's
interest in this Lease, where possession is not restored to Tenant within thirty
(30)  days;  or (iv) the  attachment,  execution  or other  judicial  seizure of
substantially  all of  Tenant's  assets  located at the  Premises or of Tenant's
interest in this Lease,  where such seizure is not discharged within thirty (30)
days.

         17.2  Remedies in Default.  Upon an event of default,  Landlord may, in
addition to any other rights or remedies afforded  Landlord  hereunder or by law
or equity, take any of the following actions.

         Terminate this Lease in which event Tenant shall immediately  surrender
the Premises to Landlord,  and if Tenant fails to do so,  Landlord may,  without
prejudice to any other remedy which it may have for  possession or arrearages in
rent,  enter upon and take  possession  and expel or remove Tenant and any other
person who may be  occupying  said  Premises  or any part hereof  without  being
liable for prosecution of any claim of damages thereof; and Tenant agrees to pay
to Landlord, as hereinafter

set forth, on demand the amount of all loss and damage which Landlord may suffer
by reason of such  termination,  whether through inability to relet the Premises
on  satisfactory  terms  or  otherwise,  including  the loss of  rental  for the
remainder of the lease term.

         Enter  upon and take  possession  of the  Premises  and expel or remove
Tenant  and any other  person  who may be  occupying  the  Premises  or any part
thereof  without  being  liable for such  prosecution  or any claim for  damages
therefor,  and if  Landlord  so  elects,  relet the  Premises  on such  terms as
Landlord shall deem  advisable and receive the rent therefor;  and Tenant agrees
to pay  Landlord  on  demand  any  deficiency  that may  arise by reason of such
reletting for the remainder of the term.

         Enter upon the Premises  without  being liable for  prosecution  or any
claim for damages therefor,  and do whatever Tenant is obligated to do under the
terms of this Lease;  and Tenant 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 Tenant further agrees that Landlord shall not
be liable for any damages resulting to the Tenant for such action.

         Alter all locks and  security  devices at the  Premises  without  being
obligated to return the key to Tenant in the event  Landlord has elected  either
to terminate  this Lease under (a) above or  permanently  repossess the Premises
under (b)  above.  If  Landlord  alters  all locks and  security  devices at the
Premises  without  electing  either  to  terminate  this  Lease  or  permanently
repossess the premises, then Landlord shall return the key to Tenant only during
the regular business hours of Landlord's  property manager and only in the event
Tenant has paid the rent or otherwise  performed  the  obligations  necessary to
cure its  default  under the Lease  and,  further,  Tenant  provides  reasonable
assurances  to Landlord  evidencing  Tenant's  ability to perform its  remaining
obligations  under this Lease.  In the event  Landlord  alters the locks and the
keys are not returned to Tenant,  then, upon the prior written request of Tenant
accompanied by such releases and waivers as Landlord may require,  Landlord,  at
its  option,  may  (i)  escort  Tenant  to the  Premises  to  retrieve  personal
belongings  and other  property  not  subject to any lien of  Landlord,  or (ii)
obtain from Tenant a list of such personal  belongings and personal property and
advise  Tenant of a time and place  where such items will be made  available  to
Tenant.  If Landlord  elects the latter option,  then Tenant shall  reimburse to
Landlord the cost of moving and/or storing the items prior to Landlord's  making
same available.

         No re-entry or taking  possession of the Premises by Landlord  shall be
construed as an election on its part to terminate  this Lease,  unless a written
notice of such  intention  shall be given to  Tenant.  Notwithstanding  any such
reletting or re-entry or taking possession,  Landlord may at any time thereafter
elect to terminate  this Lease for a previous  default.  Landlord shall not have
any obligation to relet the Premises.  Pursuit of any of the foregoing  remedies
shall not preclude  pursuit of any of the other remedies  provided in this Lease
or any other remedies  provided by law. The specific  remedies to which Landlord
may resort under this Lease are  cumulative and are not intended to be exclusive
of any other  remedies to which  Landlord may be lawfully  entitled in case of a
breach or  threatened  breach of the Lease.  In addition  to any other  remedies
provided in the Lease,  Landlord shall be entitled to seek injunctive  relief to
restrain any violation or threatened  violation of the covenants,  conditions or
provisions of this Lease or to compel specific  performance.  The pursuit of any
remedy provided in this Lease shall not constitute a forfeiture or waiver of any
rent due to Landlord under this Lease or of any damages  accruing to Landlord by
reason of the violation of any of the terms,  provisions and covenants contained
in this  Lease.  Landlord's  acceptance  of rent  following  an event of default
hereunder shall not be construed as Landlord's  waiver of such event of default.
No  waiver  by  Landlord  of any  violation  or  breach  of  any  of the  terms,
provisions,  and  covenants  herein  contained  shall be deemed or  construed to
constitute  a waiver of any  other  violation  or  breach  of any of the  terms,
provisions,  and covenants herein contained.  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 any other violation of default.

         The loss or damage that Landlord may suffer by reason of termination of
this Lease or the  deficiency  from any  reletting  as provided  for above shall
include the expense of repossession and any repairs or remodeling  undertaken by
Landlord  following  repossession.  Should  Landlord at any time  terminate this
Lease for an event of  default,  in addition to any other  remedy  Landlord  may
have,  Landlord shall recover from Tenant and, Tenant shall be liable and pay to
Landlord,  a sum equal to (i) the costs of  recovering  the  Premises,  (ii) the
unpaid  rent and other  charges  accrued  to the date of  termination,  (iii) an
amount equal to the  difference  between (A) the total rent  reserved  hereunder
(e.g., Base Rent and Tenant's) from the date of termination for the remainder of
the Lease term,  and (B) the fair rental  value of the  Premises for such period
(such  value  determined  at the time of the  award  hereunder),  discounted  to
present  value using the Federal  Reserve Bank of Dallas  Discount Rate plus one
percent  (1%) on the date of the  award,  and (iv) all  other  damages  owing by
Tenant to Landlord at the time of the award.  Landlord may estimate Tenant's Pro
Rata Share of Shared Expenses for future periods based on actual amounts due and
owing for prior years.

         Should Landlord re-enter and take possession of the Premises,  Landlord
shall also have the right to remove from the Premises  (without the necessity of
obtaining a distress warrant,  writ of sequestration or other legal process) all
or any  portion  of such  furniture,  fixtures,  equipment  and  other  personal
property located on the Premises and place same in storage at any

location  within the county in which the Premises is located and, in such event,
Tenant shall be liable to Landlord for costs  incurred by Landlord in connection
with such removal and storage and shall  indemnify  and hold  Landlord  harmless
from all loss,  damage,  cost,  expense and  liability in  connection  with such
removal and storage. Landlord shall also have the right to relinquish possession
of all or any portion of such furniture,  fixtures, equipment and other property
to any person  claiming  to be  entitled to  possession  thereof.  The rights of
Landlord  herein  stated  shall be in addition to any and all other rights which
Landlord has or may hereafter have a law or in equity, and Tenant stipulates and
agrees that the rights herein granted Landlord are commercially reasonable.

         Landlord and Tenant hereby  irrevocably  waive, to the extent permitted
by law,  any  right to  trial by jury in any  lawsuit,  action,  proceeding,  or
counterclaim  brought by either  party  hereto  against  the other on any matter
arising out of or connected  with this Lease,  the acts or omissions of Landlord
or Tenant in connection  with this Lease,  or Tenant's  occupancy and use of the
Premises and the property of which the Premises are a part.

         17.3  Default by  Landlord.  Landlord  shall not be in  default  unless
Landlord fails to perform  obligations  required of Landlord  within thirty (30)
days after written  notice by Tenant to Landlord and to any party which Landlord
has advised  Tenant holds any mortgage or deed of trust  covering the  Premises,
specifying the manner in which  Landlord has failed to perform such  obligation;
provided, however, that if the nature of Landlord's obligation is such that more
than thirty (30) days are required for  performance  as  determined by Landlord,
then Landlord shall not be in default if Landlord  commences  performance within
such  thirty  day  period  and  thereafter  diligently  prosecutes  the  same to
completion;  provided,  further,  that Landlord's  obligation to perform any act
under this Lease shall be excused for any period of time during  which  Landlord
is prevented from  performing  because of any  circumstances  beyond  Landlord's
control.  Tenant's  remedies  upon  Landlord's  default are  further  limited by
Section 18.3 and 25.2 below.

         17.4 Late  Charges.  Tenant  hereby  acknowledges  that late payment by
Tenant to Landlord of rent and other sums due hereunder  will cause  Landlord to
incur costs not  contemplated  by this Lease,  the exact amount of which will be
extremely  difficult to ascertain.  Such costs include,  but are not limited to,
processing  and  accounting  charges,  and late charges  which may be imposed on
Landlord  by the terms of any  mortgage  or trust deed  covering  the  Premises.
Accordingly,  if any installment of Base Rent,  Additional Rent or any other sum
due from Tenant shall not be received by Landlord or Landlord's  designee within
ten (10) days after paid amount is due,  then Tenant  shall  immediately  pay to
Landlord a late charge equal to ten percent (10%) of such overdue  amount or the
sum of One Hundred Dollars ($100.00),  whichever is greater.  The parties hereby
agree that such late charge  represents  a fair and  reasonable  estimate of the
cost  Landlord will incur by reason of late payment by Tenant and is in addition
to interest due under Section  25.4.  Acceptance of such late charge by Landlord
shall in no event  constitute a waiver of Tenant's  default with respect to such
overdue amount,  or prevent Landlord from exercising any of the other rights and
remedies granted hereunder.

18.      RIGHTS OF MORTGAGEES.

         18.1  Subordination.  As used  throughout  this  Section  18,  the term
"mortgagee"  shall  refer to the  holder of a  Mortgage  or deed of trust or the
ground  lesser of a ground  lease  affecting  the  Premises.  This Lease and the
rights of Tenant  hereunder shall be and are hereby made subject and subordinate
to the provisions of any ground lease,  mortgage or deed of trust  affecting the
Premises,  and to each advance made or hereafter to be made under the same,  and
to all renewals,  modifications,  consolidations  and extensions thereof and all
substitutions  therefor.  This Section 18 shall be self-operative and no further
instrument of subordination  shall be required.  However, in confirmation of the
provisions  of this Section 18,  Tenant shall  execute and deliver  promptly any
certification  or instrument  that  Landlord or any  mortgagee may request,  and
failing to do so within ten (10) days after written  demand,  Tenant does hereby
make,  constitute and irrevocably appoint Landlord as Tenant's  attorney-in-fact
and Tenant's name,  place and stead,  to do so, and/or Landlord may declare this
Lease to be in default. If any mortgagee shall elect to have this Lease prior to
the lien of its mortgage,  deed of trust or ground lease, and shall give written
notice  thereof to Tenant,  this Lease shall be deemed  prior to such  mortgage,
deed of trust or ground  lease,  whether this Lease is dated prior or subsequent
to the  date of said  mortgage,  deed of trust  or  ground  lease or the date of
recording thereof. Tenant shall and does hereby agree to attorn to any mortgagee
or  successor  in title and to  recognize  such  mortgagee  or  successor as its
Landlord  in the event any such  person or entity  succeeds  to the  interest of
Landlord.  Notwithstanding  any other provision of this lease, in the event that
any mortgagee or its respective successor in title shall succeed to the interest
or Landlord hereunder,  the liability of such mortgagee or successor shall exist
only so long as it is the owner of the Building,  or any interest therein, or is
the tenant under said ground lease.

         18.2 Mortgagee's Consent to Amendments. No assignment of this Lease and
no agreement to make or accept any  surrender,  termination or  cancellation  of
this Lease and no agreement to modify so as to reduce the rent, change the term,
or otherwise  materially  change the rights of Landlord under this Lease,  or to
relieve Tenant of any obligation or liability  under this Lease,  shall be valid
unless consented to by Landlord's mortgagee(s) of record, if such is required by
the mortgagees, in

writing. No Base Rent,  Additional Rent, or any other charge (with the exception
of the  security  deposit  described  in this Lease) shall be paid more than ten
(10) days prior to the due date thereof and  payments  made in violation of this
provision  (except to the extent that such  payments are actually  received by a
mortgagee)  shall be a nullity as against  any such  mortgagees  of record,  and
Tenant shall be liable for the amount of such payments to such mortgagees.

         18.3 Mortgagee's Right to Cure. No act or failure to act on the part of
Landlord which would entitle Tenant under the terms of this Lease, or by law, to
be relieved of Tenant's obligations  hereunder or to terminate this Lease, shall
result in a release or  termination  of such  obligations or termination of this
Lease unless (a) Tenant shall have first given written  notice of Landlord's act
or failure to act to any party  which  Landlord  has  advised  Tenant  holds any
mortgage or deed of trust  covering the Premises,  specifying the act or failure
to act on the part of  Landlord  which  could or would  give  basis to  Tenant's
rights; and (b) such mortgagee(s),  after receipt of such notice, have failed or
refused to correct or cure the condition  complained of within a reasonable time
thereafter,  provided that nothing  contained in this Section shall be deemed to
impose any obligation on any such mortgagee(s) to correct or cure any condition.
As used herein,  a "reasonable  time"  includes a reasonable  time to obtain the
mortgaged  premises if the  mortgagee  elects to do so and a reasonable  time to
correct or cure the condition if such  condition is determined to exist,  but in
no  event  less  than  one  hundred  twenty  (120)  days  from  the  date of the
mortgagees' receipt of the above described notice.

19.      NOTICES.

         Except as provided in Section 17.1(b) and 22, whenever under this Lease
provision  demand is made for any notice or declaration of any kind, or where it
is deemed  desirable  or  necessary  by  either  party to give or serve any such
notice,  demand or  declaration  to the other party,  it shall be in writing and
served either personally or sent by certified United States mail, return receipt
requested, postage prepaid, addressed either to the address set forth in Section
1.1 or 1.11(b), or to such other address as may be given by a party to the other
by proper  notice  hereunder,  or, in the case of notices to the Tenant,  to the
Premises.  The date of personal delivery or the date on which the certified mail
is deposited  with the United States  Postal  Service shall be the date on which
any proper notice hereunder shall be deemed given.  Whenever such  circumstances
demand a response  from the other party except as may be otherwise  specifically
set forth  herein),  then the other party shall have five (5) days to respond to
the other.

20.      RELOCATION.

         (Paragraph omitted by agreement of parties.)

21.      QUIET POSSESSION.

         Upon Tenant paying the sums due hereunder and observing and  performing
all of the covenants,  conditions and provisions on Tenant's part to be observed
and performed hereunder,  Tenant shall have quiet possession of the Premises for
the entire term hereof subject to all of the provisions of this Lease.

22.      OPTIONS.

         In the event that the Tenant,  by addendum  attached to this Lease,  is
expressly  given an  option to renew or extend  the term of this  Lease,  or any
option to purchase  the  Premises  or Building or any right of first  refusal to
purchase the Premises or other  property of Landlord,  then each of such options
and  rights are  personal  to Tenant and may not be  exercised  by or  assigned,
voluntarily or involuntarily,  by or to anyone other than Tenant. No such option
described hereinabove may be exercised by the Tenant except in strict accordance
with the terms and  provisions  of the option and provided that Tenant is not in
default under this Lease either at the time Tenant gives notice of its intent to
exercise  the  option  or at the time at which the  option  is to be  exercised.
Notwithstanding  the  provisions of Section 19, notice of exercise of any option
shall be deemed given only when actually received by Landlord.

23.      LANDLORD'S LIEN.

         Tenant  recognizes  that Landlord has a statutory lien and other rights
in all furniture, fixtures, equipment, inventory, merchandise and other personal
property  belonging  to the Tenant and located  in, on or about the  Premises or
Building  at any time while this Lease is in  effect.  (Remainder  of  paragraph
omitted by agreement of parties.)

24.      HAZARDOUS MATERIALS.

         Tenant covenants not to introduce any hazardous or toxic materials onto
the Building, the Premises, or the grounds surrounding the Building, without (a)
first obtaining Landlord's written consent and (b) complying with all applicable
federal,  state and local laws or ordinances  pertaining to the  transportation,
storage,  use or  disposal  of such  materials,  including  but not  limited  to
obtaining proper permits. If Tenant's  transportation,  storage, use or disposal
of hazardous or toxic materials on to the Building, the Premises, or the grounds
surrounding the Building  results in contamination of the soil or the surface or
ground water or loss or damage to person(s) or property,  then Tenant  agrees to
respond as follows: (i) notify Landlord immediately of any contamination,  claim
of  contamination,  or loss or damage  claimed to result  therefrom,  (ii) after
consultation and approval by Landlord, remediate or remove any contamination and
(iii) indemnify,  defend and hold Landlord harmless from and against any claims,
suits, causes of action, costs and fees, including attorney's fees, arising from
or  connected  with any such  contamination,  claim  of  contamination,  loss or
damage.  The term "hazardous or toxic materials" shall mean any material,  waste
or  substance  (a) which  requires  special  handling,  investigation,  removal,
transportation,  closure,  notification  or  other  remedial  action  under  any
environmental law or regulation,  whether federal,  state or local and (b) which
is, or becomes, defined as a "hazardous waste", "hazardous material", "hazardous
substance", pollutant or toxic substance under any environmental law.
This provision shall survive the termination of this Lease.

25.      GENERAL PROVISIONS.

         25.1 Estoppel  Certificate.  (a) Tenant shall at any time upon not less
than ten (10) days prior written notice from Landlord, execute,  acknowledge and
deliver to Landlord a statement in writing:  (i)  certifying  that this Lease is
unmodified and in full force and effect (or, if modified,  stating the nature of
such  modification,  identifying the instruments of modification  and certifying
that this Lease, as so modified,  is in full force and effect),  and the date to
which the Base Rent,  security  deposit,  Additional  Rent and other charges are
paid in advance,  if any, and (ii) acknowledging that there are not, to Tenant's
knowledge, any uncured defaults on the part of Landlord hereunder, or specifying
such defaults, if any, which are claimed. Any such statement may be conclusively
relied upon by any prospective  purchaser,  encumbrancer or other  transferee of
the Premises.

         (b) Tenant's  failure to deliver such statement  within such time shall
be  conclusive  upon  Tenant:  (i) that this Lease is in full force and  effect,
without  modification except as may be represented by Landlord,  (ii) that there
are no uncured  defaults in Landlord's  performance,  and (iii) that no rent has
been paid in advance; and

         (c) If Landlord  desires to finance or  refinance  the  Premises or the
Building,  or any part  thereof,  Tenant  hereby  agrees to deliver to  Landlord
and/or to any lender  designated by Landlord such financial records of Tenant as
may be reasonably  required by such lender.  Such statements may include but not
be limited to the past three (3) years financial  statements of Tenant. All such
financial  statements  shall be received by Landlord in confidence  and shall be
used only for the purposes herein set forth.

         25.2  Landlord's  Interest and Liability.  The term  "Landlord" as used
herein  shall mean only the owner or owners at the time in  question  of the fee
title or a tenant's interest in a ground lease of the real property on which the
improvements  comprising the Building are situated. In the event of any transfer
of such  title  or  interest,  the  Landlord  herein  named  (and in case of any
subsequent  transfers  the then  grantor),  shall be relieved from and after the
date of such  transfer of all liability  with respect to Landlord's  obligations
thereafter to be performed,  provided that any funds in the hands of Landlord or
the then  grantor at the time of such  transfer in which  Tenant has an interest
shall be delivered to the grantee. The obligations contained in this Lease to be
performed  by Landlord  shall,  except as  aforesaid,  be binding on  Landlord's
successors  and  assigns  only during  their  respective  periods of  ownership.
Notwithstanding  anything  to the  contrary  in this  Lease,  the  liability  of
Landlord  for any  default by  Landlord  under the terms of this Lease  shall be
limited to Tenant's actual,  direct, but not  consequential,  damages and Tenant
shall look solely to the estate and property of the Landlord in the Building for
the  satisfaction of Tenant's  remedies in the event of any default or breach by
the Landlord with respect to any of the terms,  covenants and  conditions of the
Lease to be observed and/or performed by the Landlord,  and no other property or
assets of the Landlord shall be subject to levy,  execution or other enforcement
procedure for the  satisfaction of the Tenant's  remedies and Landlord shall not
be personally liable for any deficiency.

         25.3  Severability.  The invalidity of any provision of this Lease,  as
determined  by a court of  competent  jurisdiction,  shall in no way  affect the
validity of any other provision hereof.

         25.4 Interest on Past Due Obligations;  Certified Funds.  Except as may
expressly be provided in this Lease to the contrary,  any amount due to Landlord
not paid when due shall bear interest at the rate of four percent (4%) per annum
over the prime  rate of the First  City  Bank of  Dallas,  Texas as the same may
fluctuate from and after the date on which the payment was first due through the
date on which the payment is paid in full, provided,  however,  that the payment
of such interest shall

in no event exceed the highest rate allowed  under  applicable  law.  Payment of
such  interest  shall not excuse or cure any default by Tenant under this Lease.
In the event  that  either  Tenant is more than ten (10) days late in making any
payment  due under the Lease,  or any payment  from Tenant to Landlord  does not
clear the bank or is returned for insufficient  funds, and either such condition
occurs on two or more  occasions,  or each occurs once,  Landlord shall have the
right at any time thereafter to require that all succeeding monthly installments
of Base  Rent and all  succeeding  payments  of  Additional  Rent be paid to the
Landlord in certified funds drawn on a bank located in the metropolitan  area in
which the  Premises  are  located.  Said right may be  exercised  by Landlord by
giving notice of such requirements to Tenant,  but the giving of such notice and
the exercise of this right by Landlord  shall not be construed to be a waiver of
any default by Tenant or any other right which  Landlord may exercise under this
Lease.

     25.5 Time of The  Essence.  Time is of the  essence in the  performance  by
Tenant of its obligations hereunder.

     25.6 Captions.  Any captions contained in this Lease are not a part hereof,
are for  convenience  only, and are not to be given any  substantive  meaning in
construing this Lease.

     25.7  Entire  Agreement.  This  Lease  contains  the entire  agreement  and
understanding  between the  parties  hereto.  There are no oral  understandings,
terms,  or  conditions,  and neither party has relied upon any  representations,
express or  implied,  not  contained  in this Lease.  All prior  understandings,
terms,  or conditions are deemed merged in this Lease.  No  modification of this
Lease shall be binding unless such  modification  shall be in writing and signed
by the parties hereto. Tenant acknowledges that it has not been induced to enter
into this Lease by any promises or  representatives  not  expressly set forth in
this Lease, and if any such  representations were made prior to the execution of
this Lease,  Tenant  acknowledges  that it has not relied on the same,  and that
Landlord shall have no liability with respect to any such representations.

     25.8  Waivers.  No  failure  by  either  party to  insist  upon the  strict
performance of any agreement,  term, covenant or condition hereof or to exercise
any right or remedy consequent upon a breach thereof,  and no acceptance of full
or partial rent or the continuance of any such breach, shall constitute a waiver
of any  such  breach  of  such  agreement,  term,  covenant  or  condition  or a
relinquishment  of the right to  exercise  such right or remedy.  No  agreement,
term,  covenant or condition  hereof to be performed or complied  with by either
party, and no breach thereof,  shall be waived,  altered or modified except by a
written  instrument  executed by the other party.  No waiver of any breach shall
affect or alter this  Lease,  but each and every  agreement,  term,  covenant or
condition  hereof  shall  continue in full force and effect with  respect to any
other  then  existing  or  subsequent   breach  thereof.   Notwithstanding   any
termination of this Lease, the same shall continue in force and effect as to any
provisions of the Lease, including remedies,  which require or permit observance
or performance of Landlord or Tenant subsequent to termination.

     25.9 Recording. Tenant shall not record this Lease. Any such recordation by
Tenant shall be a breach of this Lease.

     25.10  Cumulative  Remedies.  No remedy or election  by Landlord  hereunder
shall be deemed  exclusive,  but shall wherever  possible be cumulative with all
other remedies at law or in equity to which Landlord may be entitled.

     25.11 Covenants and Conditions. Each provision of this Lease performable by
Tenant shall be deemed both a covenant and a condition.

     25.12  Binding  Effect;  Choice of Law.  Subject to any  provisions  hereof
restricting  assignment,  subletting  or  transfer  by Tenant and subject to the
provisions of Section 25.2,  this Lease shall bind the parties,  their  personal
representatives,  heirs, successors and assigns. This Lease shall be governed by
the laws of the state where the Premises are located.

     25.13  Attorneys  Fees. In the event of litigation  relating to this Lease,
the  prevailing  party shall be entitled  to recover  from the losing  party any
costs  or  reasonable  attorneys  fees  incurred  by  the  prevailing  party  in
connection  with such  litigation.  If  Landlord  utilizes  the  services  of an
attorney to enforce any of its rights hereunder but which does not result in the
bringing of an action,  Tenant  shall  immediately  pay to Landlord  upon demand
therefor the amount of such attorneys fees incurred.

     25.14 Landlord's Access.  Landlord and Landlord's  agents,  representatives
and designees shall have the right to enter the Premises as reasonably necessary
or  desirable to Landlord for the purpose of  inspecting  the same,  showing the
same to prospective purchasers,  tenants,  lenders or other transferees,  making
such alterations,  repairs,  improvements or additions to the Premises or to the
Building  as  Landlord  may  deem  necessary  or  desirable,  or for  any  other
reasonable purpose as Landlord may determine. Landlord may at any time place in,
on or about the Premises any "For Sale",  or "For Lease" or similar  signs,  all
without rebate of rent or liability to Tenant.

     25.15 Auctions. Tenant shall not conduct any auction,  liquidation sale, or
going out of business sale in, on or about the Premises.

     25.16 Merger.  The voluntary or other surrender of this Lease by Tenant, or
a mutual cancellation thereof, shall not work a merger, and shall, at the option
of the  Landlord,  terminate  all or any  existing  subtenancies  or may, at the
option of Landlord,  operate as an  assignment to Landlord of any or all of such
subtenancies.

     25.17  Corporate  Authority.  If Tenant is a corporation,  each  individual
executing this Lease on behalf of said corporation  represents and warrants that
he is duly  authorized  to  execute  and  deliver  this  Lease on behalf of said
corporation  in  accordance  with a duly  adopted  resolution  of the  Board  of
Directors  of  said  corporation  or in  accordance  with  the  Bylaws  of  said
corporation,  and that this Lease is binding upon said corporation in accordance
with its terms.

     25.18 Signs.  Landlord may  prescribe a uniform  pattern of  identification
signs for  tenants  (including  Tenant) to be placed on the outside of the doors
leading into their respective premises (including the Premises),  and other than
such identification signs, Tenant shall not install,  paint, display,  inscribe,
place or affix, or otherwise attach, any sign, fixture,  advertisement,  notice,
lettering  or  direction  on any part of the  outside of the  Building or in the
interior or other  portion of the Building  without  obtaining the prior written
consent of the Landlord.

     25.19  Brokers.  The parties hereto  acknowledge  that the brokers named in
Section  1.18 were the sole real estate  brokers that  represented  the Landlord
herein,  and that no  commissions  are owed by  Landlord  to any  other  brokers
whatsoever,  and Tenant agrees to indemnify  Landlord from claims for commission
from any other brokers arising out of the execution of this lease.

     25.20 Guarantor.  In the event that there is a guarantor of this Lease, the
obligations of guarantor and Tenant shall be joint and several under this Lease.

     25.21  Joint  and   Several   Liability.   If  two  or  more   individuals,
corporations,  partnerships or other business  associates (or any combination of
two or more thereof) shall sign this Lease as Tenant, the liability of each such
individual,  corporation,  partnership or other business association to pay rent
and  perform  all other  obligations  hereunder  shall be deemed to be joint and
several,  and all notices,  payments and agreements given or made by, with or to
any  one of such  individuals,  corporations,  partnerships  or  other  business
associations  shall be deemed to have been  given or made by,  with or to all of
them.  In like  manner,  if  Tenant  shall be a  partnership  or other  business
association,  the  members  of which are,  by virtue of statute or federal  law,
subject to personal  liability,  the  liability of each such member be joint and
several.

     25.22 No  Joint  Venture.  Any  intention  to  create  a joint  venture  or
partnership relation between the parties hereto is hereby expressly disclaimed.

     26.00 Renewal  Option.  If this lease is in full force and Tenant is not in
default hereunder at the time it desires to renew this lease,  Tenant shall have
one (1) option to extend the original term of the lease for an  additional  five
(5) year  period at a rental  rate equal to the  prevailing  market  rate.  Such
option to extend must be exercised by written  notice to Landlord,  delivered by
Tenant no less than 120 days prior to the expiration of the then current term of
the lease.

     The parties hereto have executed this Lease on the first page hereof on the
dates specified immediately below their respective signatures.

                            FIRST AMENDMENT TO LEASE

         This First Amendment to Lease (this "Amendment") is entered into on May
19, 1995, by and between Natron Limited Partnership ("Landlord"),  acting by and
through  Ensearch  Holding Company  (formerly known as Metro K.L.S.,  Inc.), its
general partner, and Electronic Transmission Corporation ("Tenant").

         WHEREAS,  Landlord and Tenant  entered  into that certain  Office Lease
(the "Lease") dated January 5, 1995,  covering  certain  premises (the "Original
Premises")  comprising  4,152 rentable  square feet in the office  building (the
"Building") known as Quorum North located at 5025 Arapaho Road,  Dallas,  Dallas
County, Texas 75248, such Original Premises being more particularly described in
the Office Lease and outline on Exhibit A attached hereto; and

         WHEREAS,  the term under the Lease was  originally to commence on March
1, 1995,  but the Original  Premises  was  delivered by Landlord and accepted by
Tenant on April 1,  1995,  so that the term  commenced  then and will  expire on
February  29, 2000 (which was  inadvertently  set forth as  February  28,  2000)
pursuant to an Acceptance of Premises Memorandum dated April 21, 1995; and

         WHEREAS,  Tenant and Landlord have agreed that Tenant will rent certain
additional premises (the "Additional  Premises")  comprising 785 rentable square
feet in the  Building as outlined on Exhibit A attached  hereto,  all on certain
terms and conditions and pursuant to an amendment to the Lease;

         NOW,  THEREFORE,  for  and in  consideration  of the  mutual  covenants
contained  herein and for other good and  valuable  consideration,  Landlord and
Tenant hereby amend the Lease as follows:

1.       The  premises  demised  under the Lease are  amended  to  comprise  the
         Original Premises and the Additional  Premises,  so that the total area
         rented by Tenant comprises 4,937 rentable square feet (collectively the
         "Total Premises").

2.       The commencement date of the lease of the Additional Premises to Tenant
         will be August 1, 1995.  Rent for the Additional  Premises as set forth
         in section 4 below shall commence on such delivery to Tenant.

3.       Landlord will pay the costs not to exceed  $3,729.00 of build-out which
         Tenant in its  discretion  elects to have  performed in the  Additional
         Premises,  the  Original  Premises,  or any other space in the Building
         which Tenant may lease at a later date.

4.       The Base Rent under the Lease, as amended, shall be as follows:
Original Additional Total Annual Premises Premises Premises Month Date Area Rent/SF Monthly Rent Monthly Rent Monthly Rent - ----- ---- ---- ------- ------------ ------------ ------------ 01 - 03 4/1/95 - 6/30/95 4152 0 0 0 0 04 7/1/95 - 7/31/95 4937 $12.75; 0 $4411.50 0 $4411.50 05 - 12 8/1/95 - 3/31/96 4937 $12.75 $4411.50 $834.06 $5245.56 13 - 24 4/1/96 - 3/31/97 4937 $13.50 $4671.00 $883.13 $5554.13 25 - 36 4/1/97 - 3/31/98 4937 $14.25 $4930.50 $932.19 $5862.69 37 - 48 4/1/98 - 3/31/99 4937 $15.00 $5190.00 $981.25 $6171.25 49 - 59 4/1/99 - 2/29/00 4937 $15.75 $5449.50 $1030.31 $6479.81
EXCEPT AS HEREBY AMENDED, the Lease and all other provisions thereof are hereby confirmed and ratified. IN WITNESS WHEREOF, the parties have executed and delivered this Amendment on and effective as of the date first above written. LANDLORD: Natron Limited Partnership by Ensearch Holding Company its General Partner By: /s/ Rodman W. Jordan Rodman W. Jordan President Date: May __, 1995 TENANT: Electronic Transmission Corporation By: /s/ L. Cade Havard L. Cade Havard Chairman and CEO Date: May 19, 1995 SECOND AMENDMENT TO LEASE This Second Amendment to Lease (this "Amendment") is entered into on April 29, 1996, by and between Natron Limited Partnership ("Landlord"), acting by and through Ensearch Holding Company (formerly known as Metro K.L.S., Inc.), its general partner, and Electronic Transmission Corporation ("Tenant"). WHEREAS, Landlord and Tenant entered into that certain Office Lease dated January 5, 1995, covering certain premises (the "Original Premises") comprising 4,152 rentable square feet and as amended by the First Amendment to Lease, dated May 19, 1995 (collectively, the "Lease") in the office building (the "Building") known as Quorum North located at 5025 Arapaho Road, Addison, Dallas County, Texas 75248, such Original Premises being more particularly described in the Lease and as delineated on the attached Exhibit A; and WHEREAS, the term under the Lease was originally to commence on March 1, 1995, but the Original Premises was delivered by Landlord and accepted by Tenant on April 1, 1995, so that the term commenced then and will expire on February 29, 2000 (which was inadvertently set forth as February 28, 2000) pursuant to an Acceptance of Premises Memorandum dated April 21, 1995; and WHEREAS, Tenant and Landlord have agreed that Tenant will rent certain additional premises (the "Additional Premises") comprising 7,239 rentable square feet in the Building as outlined on Exhibit A attached hereto, all on certain terms and conditions and pursuant to this amendment to Lease; and WHEREAS, Tenant and Landlord have agreed that Tenant will release and give back to Landlord certain premises (the "Released Premises") comprising 785 rentable square feet in the Building as outlined on Exhibit A attached hereto, all under certain terms and conditions pursuant to this Second Amendment to Lease; NOW, THEREFORE, for and in consideration of the mutual covenants contained herein and for other good and valuable consideration, Landlord and Tenant hereby amend the Lease as follows: 1. The term of the Lease shall be extended by 19 months to September 30, 2001. 2. The premises demised under the Lease are amended to comprise only the Original Premises plus the Additional Premises with the abandonment of the Released Premises; so that the total area rented by Tenant comprises 11,391 rentable square feet (collectively the "Total Premises"). 3. The commencement date and rental payments due by Tenant as pertains to the Additional Premises will be the earlier to occur of October 1, 1996, or at completion of construction/build-out process as defined below. 4. At such time as Auto One vacates the Additional Space, Landlord will grant access to same for the construction of tenant improvement. Failure by Landlord to deliver the Additional Space due to Holdover or other causes shall not constitute a default but rather give rise to the implementation of the Provisions contained in Article 3.2 of the Lease. 5. The Base Rent under the Lease, as amended, shall be as follows:
Original Additional Total Annual Premises Premises Premises Month Date Area Rent/SF Monthly Rent Monthly Rent Monthly Rent - ----- ---- ---- ------- ------------ ------------ ------------ 01-03 04/1/95-06/30/95 4152 0 0 0 0 04 07/1/95-07/31/95 4937 $12.75; 0 $4411.50 0 $4411.50 05-12 08/1/95-03/31/96 4937 $12.75 $4411.50 $834.06 $5245.56 13 04/1/96-04/30/96 4937 $13.50 $4671.00 $883.13 $5554.13 14-18 05/1/96-09/30/96 4937 $0.00 $0.00 $0.00 $0.00 19-30 10/1/96-09/30/97 11391 $15.50 $5363.00 $9350.38 $14713.38 31-42 10/1/97-09/30/98 11391 $16.00 $5536.00 $9652.00 $15188.00 43-54 10/1/98-09/30/99 11391 $16.50 $5709.00 $9953.63 $15662.63 55-66 10/1/99-09/30/00 11391 $17.00 $5882.00 $10255.25 $16137.25 67-78 10/1/00-09/30/01 11391 $17.50 $6055.00 $10556.88 $16611.88
6. Landlord will pay an additional construction allowance not to exceed $64,131.00 which will be governed in accordance with Exhibit F of the Original Lease, dated January 5, 1995. EXCEPT AS HEREBY AMENDED, the Lease and all other provisions thereof are hereby confirmed and ratified. IN WITNESS WHEREOF, the parties have executed and delivered this Amendment on and effective as of the date first above written. LANDLORD: Natron Limited Partnership by Ensearch Holding Company its General Partner By: /s/ Rodman W. Jordan Rodman W. Jordan President Date: April 29, 1996 TENANT: Electronic Transmission Corporation By: /s/ L. Cade Havard L. Cade Havard Chairman and CEO Date: April 29, 1996

Basic Info X:

Name: (iii)The exclusive rights, under all contracts
Type: Contracts
Date: June 28, 1996
Company: ELECTRONIC TRANSMISSION CORP /DE/
State: Delaware

Other info:

Date:

  • August 1 , 1994
  • July 1 , 1994.
  • September 23 , 1994.
  • February 21 , 1995.
  • March 23 , 1995.
  • April 28 , 1995.
  • July 28 , 1995.
  • August 24 , 1995
  • October 1 , 1995.
  • November 21 , 1995
  • 1st day of December , 1995
  • December 1 , 1995
  • end of the 90 days
  • 23rd day of April , 1996
  • March 31 , 1996
  • June 20 , 1996
  • June 30 , 1996
  • July 1 , 1997
  • 1st day of June , 1996
  • 15th day of December , 1995
  • 2nd day of January , 1995
  • January 1994
  • January 1 , 1995
  • December 31 , 2010
  • January 1 , 1997
  • January 1 , 1998
  • 4th day of December , 1995
  • June 1995
  • January 1 , 1996
  • 1st day of March , 1995
  • September , 1994
  • May 1 , 1996
  • December 27 , 1996
  • 1st day of April , 1996
  • April 1 , 1996
  • December 31 , 1998
  • 1st day of May , 1996
  • August 1 , 1996
  • August 1 , 1997
  • Mondays
  • Fridays
  • January 1996
  • Saturday
  • weekend
  • thirty 30
  • August 1 , 1995
  • May 19 , 1995
  • March 1 , 1995
  • April 1 , 1995
  • February 29 , 2000
  • February 28 , 2000
  • April 21 , 1995
  • September 30 , 2001
  • October 1 , 1996
  • 01-03
  • January 5 , 1995
  • April 29 , 1996

Organization:

  • Medica Systems , Inc.
  • Managed Care Software
  • NCRS , Inc.
  • Suite America , Inc.
  • Joint Marketing Agreement between Rural Health Technologies
  • c. Joint Marketing Agreement between DataTrans International , Inc.
  • d. Willford Hall Medical Center Air Force Base
  • Blue Shield of Texas , Inc.
  • g. DataTrans International , Inc. Joint Marketing
  • GTE Southwest , Inc.
  • Sterling National Corporation to Electronic Transmission Corporation Page 2 j. Brooke Army Medical Center
  • National Electronic Information Corporation
  • Department of Defense
  • U.S. Veterans Administration
  • William F. Beaumont Hospital
  • Madigan Army Hospital
  • Fort Hood Army Hospital
  • Texas f. Facts Services , Inc.
  • Colorado h. Anthem Health Network
  • Group & Pension Administrators
  • Texas k. Health Economics Corporation
  • Texas l. Medical Control
  • Texas m. Pro America Managed Care
  • L.P. BAIER Company
  • Howard & Company
  • Sharla Drummond Notary Public
  • Health Advantage Columbia HCA
  • Bell & Howell
  • Electronic Transmission Corporation WAL-MART
  • Lease of Equipment
  • Electronic Transmission Corporation Ironwood Leasing
  • Chairman Electronic Transmission Corporation 5025 Arapaho Road
  • Common Capital Stock of ETC
  • ETC Common Stock
  • Network Employers Group , Inc. Staff Leasing Services
  • Texas Department of Licensing and Regulation
  • Time of Hire
  • Workers ' Compensation Insurance
  • NEG Assigned Employee
  • Texas Department of Insurance
  • Notice Requirements Under The Texas Staff Leasing Services
  • Texas Employment Commission
  • Labor Code Ann
  • United States Office of Management
  • ETC Stock for Services
  • Date Number of Shares of Stock
  • Securities Laws and Regulations
  • General Counsel of ETC
  • Data Services of ETC
  • ETC Board of < PAGE > Employment and Settlement Agreement Between ETC
  • Existing Clients After Termination
  • Ann Compton McDearmon Ann Compton McDearmon
  • Board of Directors of ETC
  • ETC Transaction Corporation
  • Commercial Arbitration Rules of the American Arbitration Association
  • Managed Vision Care
  • ETC Board of Directors
  • Employment Agreement Between ETC
  • CPI Calculation 1.13 Base Month for CPI Calculation 1.14 Landlord 's Share of Operating Expenses 1.15 Landlord
  • Commencement 3.3 Early Possession 3.4 Delivery of Possession
  • Basic Services 9.2 Initial Construction 9.3 Interruption of Service
  • INDEMNITY 13.1 Liability Insurance 13.2 Property Insurance 13.3 Insurance Policies
  • Share of Real Estate Taxes
  • General Office 1.18 Brokers
  • Ensearch Management Company
  • Electronic Transmission Corp.
  • Commencement Date and Expiration Date hereof
  • Acceptance of Rental Payments
  • Interruption of Services
  • Solo Petroleums , Ltd.
  • Solo Petroleums Ltd.
  • Landlord evidencing Tenant
  • Federal Reserve Bank of Dallas Discount Rate
  • Tenant 's Pro Rata Share of Shared Expenses
  • United States Postal Service
  • Landlord 's Interest and Liability
  • First City Bank of Dallas
  • Time of The Essence
  • Metro K.L.S. , Inc.
  • First Amendment to Lease
  • Acceptance of Premises Memorandum
  • Natron Limited Partnership
  • Ensearch Holding Company

Location:

  • Lackland
  • Seattle
  • Tacoma
  • Washington
  • Fort Hood
  • Nacogdoches
  • Coral Gables
  • Ind.
  • Fort Worth
  • Texas p. East Texas
  • Fairfax
  • Virginia
  • Thomasville
  • Georgia
  • Arkansas
  • Florida
  • TX
  • Plano
  • Denton County
  • Carrollton
  • Etc
  • U.S.
  • Normandy
  • United States of America
  • Pro Rata Share
  • Premises
  • Landlord
  • 5025 Arapaho Road
  • Dallas County

Money:

  • Ten Dollars
  • $ 5,000
  • $ 1.00
  • $ 1.25
  • seventy-four dollars
  • fifty cents
  • $ 10.00
  • $ 2,000,000.00
  • $ 1,000,000.00
  • eighty thousand dollars $ 180,000.00
  • $ 8,000
  • fifteen thousand dollars
  • $ 15,000
  • one hundred dollars
  • sixty thousand dollars $ 60,000.00
  • seventy-two thousand dollars $ 72,000.00
  • $ 100,000
  • forty-eight thousand dollars
  • $ 48,000
  • fifty thousand dollars
  • $ 50,000.00
  • five million dollars
  • one million dollars
  • second million dollars
  • third million dollars
  • fourth million dollars
  • five hundred thousand dollars $ 500,000
  • two million dollars
  • $ 282,595.50 1.10
  • $ -0- $ -0- 04
  • $ 4,411.50 $ 52,938.00 13
  • $ 4,671.00 $ 56,052.00 25
  • $ 4,930.50 $ 59,166.00 37
  • $ 5,190.00 $ 62,280.00 49
  • $ 5,449.50 $ 65,394.00
  • $ 2,000.000.00
  • $ 200.00
  • $ 100.00
  • $ 3,729.00
  • $ 4411.50 0 $ 4411.50 05
  • $ 13.50 $ 4671.00 $ 883.13 $ 5554.13 25
  • $ 14.25 $ 4930.50 $ 932.19 $ 5862.69 37
  • $ 15.00 $ 5190.00 $ 981.25 $ 6171.25 49
  • $ 15.75 $ 5449.50 $ 1030.31 $ 6479.81
  • $ 12.75 $ 4411.50 $ 834.06 $ 5245.56 13 04196-043096 4937 $ 13.50 $ 4671.00 $ 883.13 $ 5554.13
  • $ 0.00 $ 0.00 $ 0.00 $ 0.00
  • $ 15.50 $ 5363.00 $ 9350.38 $ 14713.38
  • $ 16.00 $ 5536.00 $ 9652.00 $ 15188.00
  • $ 16.50 $ 5709.00 $ 9953.63 $ 15662.63
  • $ 17.00 $ 5882.00 $ 10255.25 $ 16137.25
  • $ 17.50 $ 6055.00 $ 10556.88 $ 16611.88
  • $ 64,131.00

Person:

  • Michael L. Taylor
  • Brent A. Ruiz
  • Bobby R. Knight
  • Douglas J. Reeves
  • Richardson
  • Dennis G. Bissonnette
  • Gail Curts
  • Sharla Drummond
  • Rachel Harris
  • Doris Fraley
  • Charles R. Ratcliff
  • Rogers
  • Alexis P. Shelokov L. Cade Havard Alexis P. Shelokov Chairman
  • Hockaday
  • Dennis Barnes Dennis Barnes
  • Randy Evan Address
  • Havard's
  • MR. HAVARD s L. Cade Havard L. Cade Havard
  • Elaine Boze 3701 Verlaine
  • MS. BOZE
  • Elaine Boze Elaine Boze
  • Powell's
  • POWELL s Tim Powell Tim Powell
  • Ann Compton McDearmon
  • Marsha Wilcox
  • Ann McDearmon 6503 N. Ridge
  • Louann Smith
  • MS. SMITH
  • Louann C. Smith Louann C. Smith
  • Roy W. Mers L. Cade Havard Roy W. Mers
  • Addison
  • Rodman W. Jordan Rodman W. Jordan

Time:

  • 8 a.m. to 6 p.m.
  • 8 a.m. through 1 p.m.
  • 3:00 p.m.

Percent:

  • fifteen percent
  • eighty percent 80 %
  • 12 %
  • three percent 3 %
  • twenty percent
  • 20 %
  • nine percent 9 %
  • twenty-five percent
  • 25 %
  • two percent
  • 3.57 percent
  • 3.57 %
  • 150 %
  • one hundred percent 100 %
  • 8 %
  • 30 %
  • sixty percent
  • 60 %
  • fifty percent
  • one percent
  • 1 %
  • ten percent 10 %
  • four percent
  • 4 %