I SECTOR CORP
ALLSTAR EQUITIES LEASE
<DOCUMENT>
<TYPE>EX-10.32
<SEQUENCE>3
<FILENAME>allstarequitieslease.txt
<DESCRIPTION>ALLSTAR EQUITIES LEASE
<TEXT>
Exhibit 10.32

                         Allstar Equities/I-Sector Lease

                              OFFICE BUILDING LEASE

                                 by and between

                             ALLSTAR EQUITIES, INC.,

                              a Texas Corporation,

                                   as Landlord

                                       and

                              I-SECTOR CORPORATION,

                             a Delaware Corporation,

                                    as Tenant

                             Dated: February 1, 2002


<PAGE>


                             BASIC LEASE PROVISIONS

Item 1.        Date of Lease.  The Office Building Lease (the "Lease")  attached
               hereto is made and entered  into  effective  as of the 1st day of
               February, 2002.

Item 2.        Tenant.   "Tenant"   means  I-Sector   Corporation,   a  Delaware
               corporation,  whose address is: 6401 Southwest Freeway,  Houston,
               Texas 77074. Contact: Patricia L. Winstead.

Item 3.        Landlord.  "Landlord"  means  Allstar  Equities,  Inc.,  a  Texas
               corporation,  whose address is 6401 Southwest  Freeway,  Houston,
               Texas 77074. Contact: James H. Long.

Item 4.        Building.  "Building" means the office building commonly referred
               to as 6401 Southwest Freeway,  Houston, Texas 77074 together with
               all parking and related  amenities which has been  constructed on
               the land (the "Land") located on 2.251 acres of land,  being Lots
               1  and  3 of  Block  5 of  the  replat  of  Block  5,  Sharpstown
               Industrial Park,  Section 2, Harris County,  Texas,  according to
               the map or plat  recorded  thereof in Volume 70,  Page 48, of the
               Map Records of Harris County, Texas.

Item 5.        Lease Term. The "Lease Term" is the period commencing on February
               1, 2002, (the "Commencement  Date") and continuing for sixty (60)
               calendar months thereafter. In the event the Commencement Date is
               other  than the first day of a  calendar  month,  the Lease  Term
               shall be  calculated as if the  Commencement  Date were the first
               day of the next full  calendar  month and rent shall be  prorated
               for the first partial month of the Lease.

Item 6.        Base Rent. The "Base Rent" for the Lease Term shall be $37,192.00
               per month.

Item 7.        Security Deposit.  Tenant shall pay,  contemporaneously  with the
               execution hereof, a Security Deposit of $37,692.00.  The existing
               Security  Deposit  currently being held by Landlord shall satisfy
               this requirement.

Item 8.        Permitted  Use.  Tenant  shall use and  occupy the  Building  for
               business  offices  and no other use or purpose  without the prior
               written consent of Landlord.

These Basic Lease Provisions are incorporated  into and made a part of the Lease
attached hereto.

Each reference in the Lease to any of the  information or definitions  set forth
in these  Basic Lease  Provisions  shall mean and refer to the  information  and
definitions  hereinabove  set forth and  shall be used in  conjunction  with the
provisions of the Lease. In the event of any direct conflict between these Basic
Lease  Provisions  and the Lease,  these Basic Lease  Provisions  shall control;
provided,  however,  that those  provisions of the Lease (including its Exhibits
and Riders) which expressly  require an adjustment or modification to any of the
matters set forth in these Basic Lease Provisions shall supersede the provisions
of these Basic Lease Provisions.

LANDLORD:                                        TENANT:

ALLSTAR EQUITIES, INC.                      I-SECTOR CORPORATION



By: _______________________________     By: ________________________________

    James H. Long, President                Thomas N. McCulley, Vice President


<PAGE>


                              OFFICE BUILDING LEASE

          This Office  Building  Lease (the  "Lease")  is made and entered  into
effective as of the 1st day of February,  2002, by and between Allstar Equities,
Inc.,  a  Texas  corporation  (hereinafter  called  "Landlord"),   and  I-Sector
Corporation, a Delaware corporation (hereinafter called "Tenant").

                                   WITNESSETH:

          Landlord,  in  consideration  of the rent to be paid and the covenants
and agreements to be performed by Tenant,  as hereinafter set forth, does hereby
Lease,  Demise and Let unto Tenant and Tenant accepts the Building for the Lease
Term specified in Item 5 of the Basic Lease Provisions,  all upon and subject to
the following terms, provisions, covenants, agreements and conditions:

1. Base Rent.  Tenant  covenants and agrees to pay Landlord in legal currency of
the  United  States of  America  on or in advance of the first day of each month
during the Lease Term, without demand, set-off or deduction whatsoever, the Base
Rent as provided for in Item 6 of the Basic Lease Provisions.

2. Additional Rent.   In  addition to the Base Rent,  Tenant also  covenants and
agrees to pay all other cost and expenses set forth in this Lease.

3. Payments and Performance. Tenant agrees to pay all rents and sums provided to
be paid by Tenant  hereunder  at the times and in the  manner  herein  provided,
without any set-off,  deduction or  counterclaim  whatsoever.  The obligation of
Tenant to pay such rent is an  independent  covenant and no act or  circumstance
whatsoever, whether such act or circumstance constitutes a breach of covenant by
Landlord or not,  shall  release  Tenant from the  obligation  to pay rent.  Any
amount which becomes owing by Tenant to Landlord  hereunder  shall bear interest
from the date due until paid at an annual  rate (the  "Past Due Rate")  equal to
the maximum nonusurious rate which Landlord is legally entitled to contract for,
charge or collect  under  applicable  state or federal law. In addition,  Tenant
shall pay a late charge in the amount of five percent (5%) of any installment of
rent hereunder which is not paid within ten (10) days of the date on which it is
due for the purpose of defraying Landlord's  administrative expenses incident to
the handling of such overdue payments.

4.  Security  Deposit.  Tenant has  deposited  with  Landlord on the date of the
execution  of this  Lease  the  sum  set  forth  in  Item 7 of the  Basic  Lease
Provisions  as  security  for the full and  faithful  performance  by  Tenant of
Tenant's  covenants and obligations  hereunder.  Such security deposit shall not
bear  interest  and shall not be  considered  an  advance  payment  of rent or a
measure or limitation of Landlord's damages in case of default by Tenant. In the
event Tenant  defaults in the performance of any of the covenants or obligations
to be performed by it hereunder, including but not limited to the payment of any
rent to be paid hereunder, Landlord may, from time to time, without prejudice to
any other remedy, use such security deposit to the extent necessary to make good
any  arrearages  in rent or in any  sum as to  which  Tenant  is in  default  or
otherwise  obligated to pay hereunder  and to pay for any other damage,  injury,
expense or liability caused to Landlord by such default,  whether such damage or
deficiency may accrue before or after  termination of this Lease.  Following any
such application of the security  deposit,  Tenant shall pay and be obligated to
pay to Landlord on demand the amount so applied in order to restore the security
deposit to its  original  amount.  If Tenant is not in default  hereunder on the
date on which this Lease is terminated (the  "Expiration  Date"),  any remaining
balance of the security  deposit  shall be returned by Landlord to Tenant within
thirty  (30)  days of the  Expiration  Date and  after  delivery  by  Tenant  of
possession  of the  Building  to  Landlord  in  accordance  with the  terms  and
conditions of this Lease.

5.  Installation  of  Improvements.  Landlord  has  made  no  representations or
warranties  as to the  condition of the  Building or the Land,  nor has Landlord
made any  commitment  to  remodel,  repair  or  redecorate.  Tenant  has been in
possession  of the  Building  and  accepts  the  same  in its  current  "AS  IS"
condition.

6.  Assignment and Subletting.


(a)       In the event Tenant  should  desire to assign this Lease or sublet the
          Building  or any part  thereof,  Tenant  shall give  Landlord  written
          notice of such  desire at least sixty (60) days in advance of the date
          on which Tenant  desires to make such  assignment  or sublease,  which
          notice  shall  contain  the name and the nature and  character  of the
          business of the  proposed  assignee or  subtenant  and the term,  use,
          rental  rate and  other  particulars  of the  proposed  subletting  or
          assignment,  including without  limitation,  evidence  satisfactory to
          Landlord  that the  proposed  subtenant  or  assignee  is  financially
          responsible  and  will  immediately  occupy  and  thereafter  use  the
          Building  (or any sublet  portion  thereof)  for the  remainder of the
          Lease  Term (or for the  entire  term of the  sublease,  if  shorter).
          Landlord  shall  then  have a period of  thirty  (30)  days  following
          receipt of such notice  within which to notify  Tenant in writing that
          Landlord  elects  (1) to  terminate  this  Lease  as to the  space  so
          affected as of the date so specified by Tenant for such  assignment or
          subletting,  (2) to permit  Tenant to assign this Lease or sublet such
          space,  or  (3)  to  refuse  to  consent  to  Tenant's  assignment  or
          subleasing  of such space and to continue this Lease in full force and
          effect as to the entire  Building.  If  Landlord  shall fail to notify
          Tenant in writing of such election within said thirty (30) day period,
          Landlord  shall be deemed to have elected  option (3) above.  Landlord
          may condition any consent to an assignment or subletting upon Tenant's
          payment to Landlord of any  reasonable  costs  incurred by Landlord in
          reviewing  and approving  such  requested  assignment  or  subletting,
          including,   without  limitation,   Landlord's   attorneys'  fees.  No
          assignment  or  subletting  by  Tenant  shall  relieve  Tenant  of any
          obligations  under this Lease.  Consent of  Landlord  to a  particular
          assignment  or  sublease  or other  transaction  shall not be deemed a
          consent to any other or subsequent transaction.

(b)       If Landlord  consents to any  subletting  or  assignment  by Tenant as
          hereinabove  provided and  subsequently  any rents  received by Tenant
          under any such sublease are in excess of the rent payable by Tenant to
          Landlord or Tenant  receives  any  additional  consideration  from the
          assignee under any such assignment,  then Landlord may, at its option,
          either (i)  declare  such  excess  rents  under any  sublease  or such
          additional  consideration  for any assignment to be due and payable by
          Tenant to  Landlord as  additional  rent  hereunder,  or (ii) elect to
          cancel  this  Lease  as to  the  space  assigned  or  sublet  and,  at
          Landlord's  option,  enter into a lease directly with such assignee or
          subtenant, without liability to Tenant.

(c)       Landlord  shall have the right to transfer and assign,  in whole or in
          part, all of its rights and obligations  hereunder and in the Building
          and Land and in such event and upon  assumption  by the  transferee of
          Landlord's  obligations  hereunder  (any such  transferee  to have the
          benefit  of, and be subject  to, the  provisions  of this  Lease),  no
          further  liability  or  obligation  shall  thereafter  accrue  against
          Landlord  hereunder  and Tenant agrees to look solely to the successor
          in interest of Landlord for the performance of such obligations.

(d)       No assignment or sublease shall release  Tenant or Tenant's  guarantor
          from any  obligations  hereunder.  In the event  Tenant is in  default
          under this Lease,  then Landlord,  in addition to any other  remedies,
          may collect all rents coming due directly from any subtenant and apply
          same against any sums due Landlord by Tenant,  but Tenant shall not be
          released  from any further  liability or  obligations  because of such
          collections by Landlord.

(e)       If Tenant is a  corporation  and if at any time  during the Lease Term
          the  person or persons  who own the  voting  shares at the time of the
          execution of this Lease cease for any reason to own a majority of such
          shares,  including but not limited to merger,  consolidation  or other
          reorganization  involving  another  corporation,  or  if  Tenant  is a
          partnership  and if at any time  during  the  Lease  Term the  general
          partner or partners who own the general  partnership  interests in the
          partnership  at the time of the  execution of this Lease cease for any
          reason to own a majority  of such  interests  (except as the result of
          transfers  by gift,  bequest or  inheritance  to or for the benefit of
          members of the  immediate  family of such original  shareholder(s)  or
          partner(s)),  such  an  event  shall  be  deemed  to be an  assignment
          requiring  Tenant  to  comply  with the terms  hereof.  The  preceding
          sentence  shall  not  apply  whenever  Tenant  is  a  corporation  the
          outstanding stock of which is listed on a recognized security exchange
          or if at least  eighty  percent  (80%) of its voting stock is owned by
          another corporation, the voting stock of which is so listed.

7.  Use and  Occupancy.  Tenant  covenants and agrees that the Building shall be
used and  occupied by Tenant only for the  Permitted  Use set forth in Item 8 of
the  Basic  Lease  Provisions  and for no other  purpose  and  agrees to use and
maintain the Building in a clean,  careful, safe and proper manner and to comply
with all applicable state, federal and municipal laws, ordinances, orders, rules
and regulations. Tenant agrees not to commit waste nor suffer or permit waste to
be committed on or in the Building or the Land.

8.  Alterations  and  Additions by Tenant.  Tenant shall not make or allow to be
made any  alterations,  improvements or additions in or to the Building  without
first obtaining the written consent of Landlord, and all alterations,  additions
and improvements made to or fixtures or other improvements placed in or upon the
Building,  whether temporary or permanent in character,  by either party (except
only moveable office furniture and equipment not attached to the Building) shall
be deemed a part of the  Building  and with  respect  to  Tenant's  alterations,
additions,  improvements and fixtures, they shall remain Tenant's property until
the  expiration  or  earlier  termination  of the Lease at which time they shall
become the property of Landlord  without  compensation  to Tenant.  Alterations,
improvements  and additions in and to the Building  requested by Tenant shall be
in accordance with plans and specifications which have been previously submitted
to and approved in writing by Landlord. Such work shall be performed at Tenant's
expense and accomplished either by Landlord or by contractors and subcontractors
approved in writing by Landlord. If such work is performed by Landlord, Landlord
shall be  entitled  to a  construction  supervision  fee in the  amount  of five
percent (5%) of the cost of any alterations,  improvements or additions. If such
work is not performed by Landlord,  then all work performed by other contractors
and subcontractors shall be subject to the following conditions:

(a)       A certificate of insurance for each contractor and subcontractor  must
          be submitted to the Landlord  for approval  prior to  commencement  of
          construction;

(b)       Tenant must insure that all workmen will be cooperative  with Building
          personnel and comply with all Building rules and regulations;

(c)       All  construction  must be done in a good and  workmanlike  manner and
          shall be subject to approval by Landlord in its sole  discretion  upon
          completion;

(d)       Lien   releases  in   recordable   form  from  each   contractor   and
          subcontractor  must be submitted to the Landlord  within five (5) days
          after completion; and

(e)       All construction  must comply with all applicable  governmental  laws,
          rules and regulations.

9.  Repair and  Maintenance  by Tenant.  This is intended  to be a "Triple  Net"
lease and in addition to the obligations of Tenant to pay for all Property Taxes
(as hereinafter defined) and insurance as provided in Sections 14 and 15 hereof,
Tenant is responsible, at its sole cost and expense for all maintenance, repairs
and replacements (including,  without limitation,  those of a capital nature) to
the Building and Land,  including,  but not by way of limitation,  all items set
forth in this  Section 8.  Tenant  will not in any  manner  deface or damage the
Building or Land and will pay as additional rent on demand the cost of replacing
any  damage  done to the  Building  or Land  except  damage  caused by the gross
negligence or willful misconduct of Landlord.  Tenant shall, at its own cost and
expense,  throughout  the term hereof,  keep and  maintain in good  repair,  all
structural and non-structural  portions of the Building and Land,  including but
not limited to the roof, foundation, structural soundness of the exterior walls,
including cleaning and painting thereof.  Tenant shall keep and maintain in good
repair all windows, window glass, plate glass (including cleaning of all glass),
doors,  fixtures,  equipment,  Elevators (as  hereinafter  defined) and HVAC (as
hereinafter  defined) and all other machinery  located in the Building and/or on
the Land.  Tenant shall pay for all license,  permits,  use and  inspections  in
connection with the Building and Land during the Lease Term. Furthermore, Tenant
shall keep the plumbing working,  closets,  pipes and fixtures belonging thereto
in good repair,  and keep the water pipes and connections  free from ice and all
other obstructions, to the satisfaction of Landlord and any government authority
having  jurisdiction  over the Building or the Land during the term  hereof.  It
shall be the  obligation  of Tenant to keep and  maintain  in good  repair,  the
sidewalks,  parking lots,  driveways  and curbs,  service  facilities,  signage,
landscaping,  sprinkler systems,  Elevators,  including all alterations and work
required to have the  Building and Land comply with all  Environmental  Laws and
all laws, ordinances and regulations applicable to the Building and Land. Tenant
shall,  at  its  sole  cost  and  expense,  during  the  term  hereof  make  all
alterations,  improvements  or  additions  to the  Building and Land that may be
required  on  account  of any  existing  or future  laws or  regulations.  It is
specifically  understood  that Landlord shall have no obligation for maintenance
or repair of the  Building  or Land and shall incur no  liability  or expense in
regard  thereto.  Tenant  shall  insure that the  heating,  ventilating  and air
conditioning  equipment serving the Building ("HVAC") is in good operating order
and condition on the Commencement  Date and Tenant shall maintain a commercially
reasonable preventative maintenance contract for the HVAC system,  acceptable to
Landlord,  during the term hereof.  Tenant shall make all necessary  repairs and
replacements  of the HVAC system which are not covered (or would not be covered)
under such preventative maintenance contract, including capital expenditures for
repair  or  replacement  of the  HVAC  systems  serving  the  Building.  Without
diminishing  such  obligation  of Tenant and in addition  to any other  remedies
Landlord may have, if Tenant fails to make such repairs and replacements  within
fifteen (15) days after  notice to Tenant from  Landlord,  Landlord  may, at its
option,  make such  repairs and  replacements  and Tenant shall pay Landlord the
cost thereof as additional  rent on demand.  Likewise,  Tenant shall at its sole
cost and  expense,  insure that the  elevators  and all  equipment  and fixtures
related thereto  (collectively  the "Elevators") are in good operating order and
condition and comply with all  governmental  requirements as of the Commencement
Date and Tenant shall maintain a commercially  reasonable preventive maintenance
contract for the Elevators,  acceptable to Landlord,  during the term hereof and
insure that the same continue to comply with all applicable  rules,  regulations
and  ordinances  of any  governmental  authority  having  jurisdiction  over the
Building.  Tenant  shall make all  necessary  repairs  and  replacements  of the
Elevators that are not covered (or would not be covered)  under this  preventive
maintenance contract,  including capital expenditures for repairs or replacement
of the  Elevators.  Without  diminishing  such  obligations  of  Tenant,  and in
addition to any other  remedies  Landlord may have, if Tenant fails to make such
repairs and  replacements  within  fifteen (15) days after notice to Tenant from
Landlord,  Landlord may, at its option,  make such repairs and  replacements and
Tenant  shall pay  Landlord  the cost  thereof  of  additional  rent on  demand.
However,  nothing set forth in this  Section 8, or elsewhere in this Lease shall
impose any obligation upon Landlord to make any such repairs or replacements and
Landlord shall have no liability to Tenant, its agent, employees, contractors or
invitees for failure to make such repairs and/or  replacement or for any damage,
loss  or  injury  (including  death)  arising   therefrom,   and  Tenant  hereby
indemnifies  and holds  Landlord  harmless  from any and all  damage,  cost,  or
liabilities  which may arise by virtue of any loss,  damage,  injury  (including
death) or  liability  arising  from such  election by Landlord  not to repair or
replace.  Tenant  shall  maintain,  at its sole cost and  expense,  a janitorial
service contract and a pest control contract  covering the Building,  acceptable
to Landlord, during the Lease Term.

10. Mechanic's  Liens.  Tenant will not permit any  mechanic's or  materialman's
lien to be placed upon the Building or  improvements  thereon or the Land during
the term  hereof  caused  by or  resulting  from any work  performed,  materials
furnished  or  obligations  incurred  by or at the  request of  Tenant.  Nothing
contained in this Lease shall be deemed or construed in any way as  constituting
the  consent  or request  of  Landlord,  express or  implied,  by  inference  or
otherwise,  to any  contractor,  subcontractor,  laborer or materialman  for the
performance of any labor or the furnishing of any materials that would give rise
to the  filing  of any  mechanic's,  materialman's  or other  lien  against  the
interest of Landlord in the Land or the  Building.  In the case of the filing of
any lien on the interest of Landlord or Tenant in the  Building or Land,  Tenant
shall cause the same to be  discharged  of record or  adequately  bonded  within
twenty (20) days after the filing of same.  If Tenant shall fail to discharge or
adequately  bond around such lien within such period,  then,  in addition to any
other right or remedy of Landlord,  Landlord may, but shall not be obligated to,
discharge the same either by paying the amount claimed to be due or by procuring
the  discharge  of such lien by deposit in court or bonding.  Any amount paid by
Landlord for any of the aforesaid purposes, or for the satisfaction of any other
lien  not  caused  or  claimed  to be  caused  by  Landlord,  together  with all
reasonable  legal and other expenses of Landlord in defending any such action or
procuring  the  discharge  of such lien,  shall be paid by Tenant to Landlord as
additional rent on demand.

11. Indemnity and Non-Liability. Landlord will not be liable for and Tenant will
indemnify and hold Landlord harmless from all suits,  liability,  fines, claims,
demands, actions, damages, losses, costs and expense, including, but not limited
to, Landlord's  reasonable  attorneys' fees, for any injury or death to persons,
any loss or damage to  property  or any loss of or damage to  Tenant's  business
caused  wholly or in part by (i) the  negligence  of,  (ii) an act,  omission or
misconduct  of,  (iii) a breach of this Lease by or (iv) the use or occupancy of
the Building or Land by, Tenant, its employees,  agents, servants,  contractors,
licensees,  invitees or  subtenants.  Unless  caused by the gross  negligence or
willful misconduct of Landlord,  Landlord shall not be liable or responsible for
any loss or damage to property or death or injury to persons  occasioned  by any
event,  including,  without  limitation,  theft,  fire, act of God,  injunction,
defects in the Building,  riot,  strike,  war, court order,  other  governmental
action or other matter or the leakage or failure of any pipes, wiring or fixture
or the backing up of any drains.

12. Certain Rights Reserved by Landlord.  In addition to Landlord's rights under
the Building  Rules and  Regulations  attached  hereto as Exhibit "A",  Landlord
shall  have  the  following  rights,  exercisable  without  notice  and  without
liability  to Tenant for damage or injury to  property,  person or business  and
without  effecting  an  eviction,  constructive  or actual,  or  disturbance  of
Tenant's use or  possession or giving rise to any claim for set-off or abatement
of rent:

(a)       To change the Building's name or street address;

(b)       To install,  affix and  maintain any and all signs on the exterior and
          interior of the Building;

(c)       To enter upon the Building at reasonable  hours to exercise its rights
          hereunder  or  inspect  same or to show the  Building  to  prospective
          lenders or purchasers,  and, during the last twelve (12) months of the
          Lease Term, to show them to  prospective  tenants at reasonable  hours
          and, if they are vacated, to prepare them for reoccupancy;

(d)       To retain at all times, and to use in appropriate  instances,  keys to
          all doors within and into the Building;

(e)       To decorate and to make repairs,  alterations,  additions,  changes or
          improvements,  whether  structural  or  otherwise,  in and  about  the
          Building, or any other part thereof,  without any obligation to do so,
          and for such  purposes  to enter  upon the  Building  and,  during the
          continuance  of  any  of  said  work,  to  temporarily   close  doors,
          entryways, public space and corridors in the Building;

(f)       To interrupt or temporarily  suspend Building  services and facilities
          and  to  change  the   arrangement   and   location  of  entrances  or
          passageways, doors and doorways, corridors, elevators, stairs, toilets
          or other public parts of the Building,  all without  abatement of rent
          or affecting any of Tenant's obligations hereunder,  so long as access
          to the Building is not unreasonably restricted;

(g)       To take all such  reasonable  measures as Landlord may deem  advisable
          for the security of the Building  and its  occupants.  Notwithstanding
          the foregoing, Landlord shall not be obligated to provide any security
          measures  and  Landlord  shall not be  liable  to  Tenant or  Tenant's
          employees, customers or invitees for any damage, cost or expense which
          occurs for any reason in the event any  provided  security  measure is
          not properly installed, monitored or maintained or any such service is
          not  properly  provided,  nor  shall  Landlord  be liable to Tenant or
          Tenant's  employees,  customers  or  invitees  for any  damage or loss
          caused by theft,  burglary,  assault,  vandalism  or any other  crime.
          Landlord  strongly  encourages Tenant to secure Tenant's own insurance
          in excess of the amounts  required  elsewhere  in this Lease and/or to
          provide  Tenant's own security  measures to protect  against the above
          occurrences if Tenant desires additional coverage for such risks.

13. Fire or Other Casualty. If the Building or any part thereof shall be damaged
by fire or other  casualty,  Tenant shall give prompt  written notice thereof to
Landlord.  In case the  Building  shall be so damaged by fire or other  casualty
that  substantial  alteration  or  reconstruction  of  the  Building  shall,  in
Landlord's  sole opinion,  be required,  Landlord may, at its option,  terminate
this Lease and the term and estate hereby granted by notifying Tenant in writing
of such  termination  within thirty (30) days after the date of such damage,  in
which event the rent hereunder shall be abated as of the date of such damage. If
Landlord  does not  elect to  terminate  this  Lease or if, in  Landlord's  sole
opinion,  substantial  alteration  or  reconstruction  of  the  Building  is not
required,  Landlord shall repair and restore the Building to  substantially  the
same  condition  in  which it was  immediately  prior  to the  happening  of the
casualty,  except that  Landlord  shall not be  required  to rebuild,  repair or
replace  any part of  Tenant's  furniture  or  furnishings  or of  fixtures  and
equipment  owned or  removable  by Tenant  under the  provisions  of the  Lease.
Notwithstanding  the  foregoing,  Landlord's  obligation to restore the Building
shall not require  Landlord to expend for such repair and restoration  work more
than the insurance proceeds actually received by the Landlord as a result of the
casualty.  Landlord  shall not be liable for any  inconvenience  or annoyance to
Tenant or injury to the business of Tenant resulting in any way from such damage
or the repair  thereof.  If any other portion of the Building is damaged by fire
or other  casualty  resulting  from the fault or  negligence of Tenant or any of
Tenant's  agents,  employees  or  invitees,  the  rent  hereunder  shall  not be
diminished and Tenant shall be liable to Landlord for the cost of the repair and
restoration  of the Building  caused thereby to the extent such cost and expense
is not covered by insurance proceeds.

14.  Condemnation.  If all of the Building  and Land,  or so much of the same as
would,  in  Landlord's  sole  opinion,  materially  interfere  with the parties'
continued efficient and/or economically feasible use of the remainder,  shall be
taken for any public or quasi-public use under any governmental  law,  ordinance
or regulation or by right of eminent  domain or should be sold to the condemning
authority in lieu of condemnation,  then Landlord may, at its option,  terminate
this Lease as of the date when  physical  possession  of the Building or Land is
taken by the  condemning  authority.  If Landlord does not terminate this Lease,
the rent payable  hereunder shall be diminished by an amount  representing  that
part of said rent as shall  properly be allocable to the portion of the Building
that was taken or sold.  Landlord shall receive the entire award from any taking
or  condemnation  and Tenant shall have no claim thereto for any reason relating
to the taking or condemnation.

15. Taxes.  Tenant  shall  be  liable  for and  shall  pay,  prior  to  becoming
delinquent,  all taxes levied or assessed  against Tenant's  personal  property,
furniture,  alterations,  improvements or fixtures in the Building including any
sales and use taxes associated with materials and/or services in connection with
the Building.  Tenant shall pay to Landlord (or directly to the taxing authority
if required by Landlord) the Property  Taxes (as  hereinafter  defined) for each
tax year of the term  hereof.  Property  Taxes shall be prorated for any partial
tax year within the term based on the actual  number of days  elapsed.  Promptly
after receipt of a property tax bill,  Landlord shall provide Tenant with a copy
of the same.  Tenant  shall pay all Property  Taxes prior to when such  Property
Taxes are delinquent.  Tenant shall deliver evidence to Landlord, in the form of
a copy of the check to the taxing authorities, of payment of such Property Taxes
prior to the same becoming  delinquent.  "Property  Taxes" means the real estate
taxes levied on the Building and Land including any interest or penalty  charges
payable  with  respect to any such taxes by virtue of Tenant's  late  payment or
non-payment of all or any portion of Property  Taxes.  Property Taxes shall also
include  betterments  and  special  and  general  assessments  levied or imposed
against the Buildings,  Land and/or Building.  Property Taxes shall also include
any tax,  excise,  surcharge or  assessment  levied by any  governmental  taxing
authority  upon or against the rents payable  hereunder by Tenant in lieu of any
Property Taxes.  Notwithstanding the foregoing,  Tenant shall have no obligation
to pay any income taxes, sales taxes,  excess profit taxes,  franchise,  capital
stock, inheritance or estate taxes, license fees, inspection fees or permit fees
levied against Landlord.

16. Waiver of Subrogation and Insurance.


(a)       Each party  hereto  hereby  waives any and every claim which arises or
          may arise in its favor and against the other party  hereto,  or anyone
          claiming  through or under them, by way of  subrogation  or otherwise,
          for any and all loss of or damage to any of its  property  (whether or
          not such loss or damage  is caused by the fault or  negligence  of the
          other party or anyone for whom said other  party may be  responsible),
          which  loss or damage is  covered  by valid and  collectible  fire and
          extended coverage insurance policies,  to the extent that such loss or
          damage is insurable under said insurance policies.  Said waivers shall
          be in addition to, and not in limitation  or derogation  of, any other
          waiver or release  contained in this Lease with respect to any loss or
          damage to property of the parties hereto.

(b)       Tenant  shall  at its sole  cost and  expense,  procure  and  maintain
          throughout  the term of this Lease a policy or policies  of  insurance
          insuring  Tenant  against (i) any and all  liability  for injury to or
          death of a person  or  persons  and for  damage to or  destruction  of
          property occasioned by or arising out of or in connection with the use
          or  occupancy  of the  Building or by the  condition  of the  Building
          (including the contractual  liability of Tenant to indemnify  Landlord
          contained  herein) with a limit of not less than  $1,000,000  for each
          occurrence  and  $5,000,000 in the  aggregate,  (ii) fire and extended
          coverage  insurance  covering  Tenant's  personal property and movable
          trade  fixtures  in the  Building  to the  extent of full  replacement
          value,  and (iii) worker's  compensation  insurance as required by the
          State  of  Texas.  Whenever  good  business  practice,  in  Landlord's
          reasonable  judgment,  indicates  the  need  of  additional  insurance
          coverage  or  different  types of  insurance  in  connection  with the
          Building or Tenant's use and occupancy  thereof,  Tenant  shall,  upon
          request,  obtain  such  insurance  at  Tenant's  expense  and  provide
          Landlord  with  evidence  thereof.  Additionally,  Tenant shall at all
          times during the Lease Term maintain in effect a policy or policies of
          insurance  covering the Building  for 100% of  replacement  cost or in
          such  amounts as Landlord may from time to time  determine,  providing
          protection  against perils  included within the standard Texas form of
          fire and extended coverage  insurance policy,  together with insurance
          against  sprinkler damage,  vandalism,  malicious  mischief,  business
          interruption,  and such other risks as Landlord  may from time to time
          determine and with any such  deductibles  as Landlord may from time to
          time determine. All insurance shall be written by an insurance company
          or companies  satisfactory  to Landlord and licensed to do business in
          the State of Texas with  Landlord and any other party in interest from
          time to time  designated by Landlord  named as an  additional  insured
          without  restriction.  If Tenant  has an  umbrella  or excess  policy,
          Tenant will name Landlord as an additional insured without restriction
          on all insurance  required  pursuant to the Lease and on all layers of
          umbrella or excess policies.  Tenant shall obtain a written obligation
          on the part of each  insurance  company  to notify  Landlord  at least
          thirty (30) days prior to cancellation of all required premium to this
          Section  16(b)  such   insurance.   Such  policies  or  duly  executed
          certificates of insurance relating thereto shall be promptly delivered
          to Landlord within five (5) days after the execution of this Lease and
          renewals  thereof as required  shall be delivered to Landlord at least
          thirty  (30) days prior to the  expiration  of the  respective  policy
          terms.  If Tenant  fails to  comply  with the  foregoing  requirements
          relating to insurance,  Landlord may, at its sole option,  obtain such
          insurance  and Tenant  shall pay as  additional  rent to  Landlord  on
          demand the premium cost thereof.

17. Surrender Upon Termination.  At the expiration or termination of this Lease,
whether  caused by lapse of time or  otherwise,  Tenant shall at once remove all
furniture,  movable trade fixtures and equipment and surrender possession of the
Building  and Land and  deliver  the  Building  and Land to  Landlord in as good
repair and condition as at the Commencement  Date,  reasonable wear and tear and
damages or destruction  by fire or other insured  casualty  excepted,  and shall
deliver to Landlord all keys to the  Building.  Tenant,  or Landlord at Tenant's
expense, shall repair any damage to the Building or the Building and Land caused
by any such  removal.  All  furniture,  movable  trade  fixtures  and  equipment
installed  by Tenant  not  removed  at the  expiration  of this  Lease or within
fifteen (15) days after any other  termination  shall  thereupon be conclusively
presumed to have been abandoned by Tenant and Landlord may, at its option,  take
over the  possession  of such  property  and either (a)  declare  same to be the
property  of Landlord by written  notice  thereof to Tenant,  or (b) at the sole
risk,  cost and  expense of Tenant,  remove the same or any part  thereof in any
manner that  Landlord  shall  choose and dispose of the same  without  incurring
liability to Tenant or any other person.

18. Events of Default by Tenant.


(a)       The occurrence of any of the following events shall be deemed to be an
          event of default by Tenant under this Lease:

          (i)       Tenant shall fail to pay when due hereunder any  installment
                    of rent or any  other  sum of money  payable  by  Tenant  to
                    Landlord; or

          (ii)      Tenant  shall fail to comply with or observe any other term,
                    provision  or  covenant  of this  Lease,  and Tenant has not
                    cured  such  failure  (except  for the  failure to pay rent)
                    within  twenty  (20)  days  after  the  occurrence  of  such
                    failure; or

          (iii)     Tenant shall become  insolvent,  or shall make a transfer in
                    fraud of  creditors,  or shall  make an  assignment  for the
                    benefit of  creditors,  or Tenant shall admit in writing its
                    inability  to pay its debts as they  become  due,  or Tenant
                    shall  file a petition  under any  section or chapter of the
                    Bankruptcy  Reform  Act of 1978,  as  amended,  or under any
                    similar  law or statute  of the  United  States or any State
                    thereof,  or Tenant shall be adjudged  bankrupt or insolvent
                    in  proceedings  filed  against  Tenant  thereunder,   or  a
                    petition or answer proposing the adjudication of Tenant as a
                    bankrupt  or its similar law shall be filed in any court and
                    such petition or answer shall not be discharged within sixty
                    (60) days after the filing thereof, or a receiver or trustee
                    shall  be  appointed  for  all or  substantially  all of the
                    assets of Tenant or of the  Building  or of any of  Tenant's
                    property located thereon; or

          (iv)      The leasehold  estate  hereunder shall be taken or attempted
                    to be taken by  execution  or  other  process  of law in any
                    action against Tenant; or

          (v)       Tenant shall  abandon or vacate any  substantial  portion of
                    the Building for a period of time in excess of five (5) days
                    without written permission of Landlord; or

          (vi)      The  liquidation,  termination,  dissolution,  forfeiture of
                    right to do business or death of Tenant or any Guarantor.

(b)       If an event of default shall have  occurred,  Landlord  shall have, in
          addition to such other rights or remedies as are contained within this
          Lease or at law or in equity,  the right at its election,  then or any
          time thereafter while such event of default shall continue,  to pursue
          any one or more of the following remedies:

          (i)       Terminate this Lease by giving notice thereof to Tenant,  in
                    which event Tenant shall immediately  surrender the Building
                    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
                    absolute possession of the Building. Tenant hereby agrees to
                    pay to  Landlord on demand the amount of all loss and damage
                    which  Landlord  may  suffer by reason of such  termination,
                    whether   through   inability   to  relet  the  Building  on
                    satisfactory  terms or otherwise,  including  loss of rental
                    for the remainder of the Lease Term and interest  thereon at
                    the Past Due Rate from the date of the default.

          (ii)      Enter  upon and take  absolute  possession  of the  Building
                    without  terminating this Lease.  Landlord may (but shall be
                    under no  obligation  to)  relet  the  Building  or any part
                    thereof for the account of Tenant,  in the name of Tenant or
                    Landlord or otherwise,  without  notice to Tenant,  for such
                    term or terms  (which may be greater or less than the period
                    which would  otherwise have  constituted  the balance of the
                    term  of  this  Lease)  and on such  conditions  (which  may
                    include  concessions  or free  rent)  and for  such  uses as
                    Landlord  in  its  absolute  discretion  may  determine  and
                    Landlord may collect and receive any rents payable by reason
                    of  such  reletting.  Tenant  covenants  and  agrees  to pay
                    Landlord  on demand all  reasonable  expenses  necessary  to
                    relet  the  Building   which  shall   include  the  cost  of
                    renovating,  repairing  and  altering the Building for a new
                    tenant or tenants,  advertisements  and brokerage  fees, and
                    Tenant  further  covenants  and  agrees to pay  Landlord  on
                    demand  any  deficiency  that may  arise by  reason  of such
                    reletting  together with interest on all sums due thereon at
                    the  Past Due Rate  from the date of the  default.  Landlord
                    shall not be  responsible or liable for any failure to relet
                    the  Building  or any part  thereof  or for any  failure  to
                    collect  any  rent due  upon  any  such  reletting.  No such
                    re-entry or taking of possession of the Building by Landlord
                    shall be  construed  as an  election on  Landlord's  part to
                    terminate  this  Lease  unless  a  written  notice  of  such
                    termination  is given to  Tenant  pursuant  to  subparagraph
                    17(b)(i) above.

          (iii)     Make such  payments  and/or take such action and do whatever
                    Tenant is  obligated  to do under  the terms of this  Lease.
                    Tenant covenants and agrees to reimburse  Landlord on demand
                    for any expenses  which Landlord may incur in thus affecting
                    compliance  with  Tenant's   obligations  under  this  Lease
                    together with interest thereon at the Past Due Rate from the
                    date  paid by  Landlord,  and  Tenant  further  agrees  that
                    Landlord  shall not be liable for any damages  resulting  to
                    Tenant from such action, whether caused by the negligence of
                    Landlord or otherwise.

          (iv)      Collect,  from  time to  time,  by suit or  otherwise,  each
                    installment   of  rent  or  other  sum  as  it  becomes  due
                    hereunder,  or to  enforce,  from  time to time,  by suit or
                    otherwise, any other term or provision hereof on the part of
                    Tenant required to be kept or performed.

          (v)       Terminate  this Lease by giving  Tenant notice  thereof,  in
                    which event  Tenant shall pay to Landlord the sum of (1) all
                    rent accrued hereunder through the date of termination,  and
                    (2) an amount  equal to (A) the total rent that Tenant would
                    have been  required  to pay for the  remainder  of the Lease
                    Term  discounted to present value at a rate of seven percent
                    (7%) per annum, minus (B) the then present fair rental value
                    of the Building for such period,  similarly  discounted at a
                    rate of seven  percent (7%) per annum,  after  deducting all
                    anticipated  costs of reletting and Landlord's  expenses for
                    keeping the Building in good order.

(c)       In  order  to  regain  possession  of the  Building  pursuant  to this
          Paragraph 17,  Landlord or its agent may, at the expense and liability
          of the  Tenant,  alter or change  any or all  locks or other  security
          devices  controlling  access to the Building without posting or giving
          notice of any kind to Tenant.  Landlord  shall have no  obligation  to
          provide Tenant a key or grant Tenant access to the Building so long as
          Tenant is in default under this Lease.  Landlord may,  without notice,
          remove  and either  dispose  of or store,  at  Tenant's  expense,  any
          property  belonging  to Tenant  that  remains  in the  Building  after
          Landlord has regained possession thereof.

(d)       No  repossession or re-entering on the Building or any part thereof by
          Landlord  and no  reletting  of the  Building  or any part  thereof by
          Landlord shall terminate this Lease, unless a notice of such intention
          be given to Tenant.

(e)       No right or remedy  herein  conferred  upon or reserved to Landlord is
          intended to be  exclusive  of any other right or remedy,  and each and
          every  right and remedy  shall be  cumulative  and in  addition to any
          other right or remedy given hereunder or now or hereafter  existing at
          law or in equity or by statute. In addition to other remedies provided
          in this Lease,  Landlord shall be entitled, to the extent permitted by
          applicable  law, to  injunctive  relief in case of the  violation,  or
          attempted  or  threatened   violation,   of  any  of  the   covenants,
          agreements,  conditions or  provisions  of this Lease,  or to a decree
          compelling  performance  of any of the  other  covenants,  agreements,
          conditions or provisions of this Lease, or to any other remedy allowed
          to Landlord at law or in equity.

19. Events of Default by Landlord.  Except as otherwise  provided in this Lease,
Landlord  shall  be in  default  hereunder  if there  is an act or  omission  by
Landlord which would give Tenant the right to damages from Landlord or the right
to  terminate  this Lease and,  upon  written  notice of such act or omission to
Landlord  by  Tenant,  Landlord  fails to correct  the breach or default  within
thirty  (30) days  after the  notice,  or such  longer  period of time as may be
reasonably  necessary  provided  Landlord has commenced to correct the breach or
default  within  such  thirty  (30) day period and  diligently  pursues  such to
completion.

20. No Implied  Waiver.  The  failure of Landlord to insist at any time upon the
strict  performance  of any  covenant or  agreement  or to exercise  any option,
right,  power or remedy  contained  in this Lease  shall not be  construed  as a
waiver or a relinquishment  thereof for the future. A receipt by Landlord of any
rent with or  without  knowledge  of the  breach of any  covenant  or  agreement
contained  in this  Lease  shall not be deemed a waiver of such  breach,  and no
waiver by Landlord of any  provision  of this Lease shall be deemed to have been
made unless expressed in writing and signed by Landlord.

21. Landlord's  Lien.  Landlord  waives  any and all  statutory  or  contractual
landlord  liens Landlord may have against the  furniture,  fixtures,  equipment,
inventory or personal property of Tenant located in the Building.

22. Subordination.  This  Lease  and all  rights of  Tenant  hereunder  shall be
subject and  subordinate to any deed of trust,  mortgage or other  instrument of
security which may hereafter  cover the Building and the Land or any interest of
Landlord  therein  and  to  any  and  all  increases,  renewals,  modifications,
consolidations,  replacements and extensions thereof and to each advance made or
hereafter to be made  thereunder and to any  subordination,  non-disturbance  or
attornment agreement by the terms of which such holder or holders recognize this
Lease and covenant to give Tenant, so long as Tenant attorns to any purchaser or
purchasers of the Building and the Land any interest of Landlord therein through
foreclosure or other disposition thereof and Tenant is not in default under this
Lease,  the right of quiet  enjoyment of the Building.  Tenant shall upon demand
and at any time or times execute, acknowledge and deliver to Landlord such other
and further instruments and certificates that, in the judgment of Landlord,  may
be necessary or proper to confirm or evidence such subordination.

23. Quiet Enjoyment.  Tenant, upon paying the Base Rent, any additional rent and
any  other  sums  required  to be paid by the  terms  of this  Lease,  and  upon
performing and observing the covenants and stipulations set forth herein,  shall
peaceably hold and enjoy the Building  during the said term subject to the terms
and conditions hereof and to any liens, ordinances,  easements,  restrictions or
covenants to which this Lease is subject.

24. Holding Over by Tenant.  Should Tenant or any of its  successors in interest
continue to hold the Building after the termination of this Lease,  whether such
termination  occurs by lapse of time or  otherwise,  such  holding  over  shall,
unless otherwise agreed by Landlord in writing, constitute and be construed as a
tenancy at will, at a daily rental equal to one-thirtieth  (1/30th) of an amount
equal to the greater of double the amount of the monthly  rental  payable during
the last  month  prior to the  termination  of this Lease or one  hundred  fifty
percent  (150%) of the market rate for which  similar  space in the  Building is
then being leased by  Landlord,  and upon and subject to all of the other terms,
provisions,  covenants and agreements on the part of Tenant hereunder except any
right to renew this Lease.  No payments of money by Tenant to Landlord after the
termination of this Lease shall  reinstate,  continue or extend the term of this
Lease and no  extension  of this Lease after the  termination  thereof  shall be
valid  unless and until the same shall be reduced to writing  and signed by both
Landlord and Tenant.  Nothing in this Paragraph 27 should be construed as giving
Tenant the right to hold over  beyond the date of the  expiration  of this Lease
nor preclude Landlord from having the right to dispossess or otherwise terminate
Tenant's right of possession. Any tenancy at will is terminable upon notice from
Landlord.

25. Building Rules and Regulations.  Tenant and Tenant's  agents,  employees and
invitees will comply with all requirements of the Building Rules and Regulations
which are attached  hereto as Exhibit "A." Landlord  shall at all times have the
right to change such Building Rules and Regulations or to promulgate other Rules
and  Regulations in such  reasonable  manner as may be deemed  advisable for the
safety,  care or  cleanliness  of the Building and related  facilities,  and for
preservation  of good order  therein;  provided,  however,  that any such change
shall not become  effective  and a part of this Lease until a copy thereof shall
have been  delivered to Tenant.  Tenant  shall  further be  responsible  for the
compliance with such Rules and Regulations by the employees,  servants,  agents,
visitors and invitees of Tenant. Landlord shall not be responsible to Tenant for
failure of any person to comply with such Rules and Regulations.

26. Estoppel Certificate and Tenant's Financial Statements.  Tenant will, at any
time and from time to time,  upon not less than twenty (20) days' prior  request
by Landlord or any  successor  of Landlord or by the holder of any deed of trust
or mortgage  covering the Land and Building or any interest of Landlord therein,
execute,  acknowledge and deliver to Landlord an estoppel certificate in writing
executed by Tenant  certifying that this Lease is the entire  agreement  between
the  parties;  that this Lease is in full force and  effect and  specifying  any
modifications;  the dates to which the rent has been paid and that no rent under
this Lease has been paid more than  thirty (30) days in advance of its due date;
that the Tenant has unconditionally accepted the Building; that any improvements
required by the terms of this Lease to be made by Landlord  have been  completed
to the satisfaction of Tenant; that the address for notices to be sent to Tenant
is as set forth in this Lease;  that Tenant, as of the date of such certificate,
has no charge,  lien or claim of offset,  deduction or  counterclaim  under this
Lease  or  otherwise  against  rents  or  other  charges  due or to  become  due
hereunder;  that Landlord, any such successor or holder, and any assignee of any
such entity may rely upon the estoppel  certificate  being given by Tenant;  and
either  stating  that to the  knowledge  of the  signer of such  certificate  no
default of Landlord  exists  hereunder or specifying  each such default of which
the signer may have  knowledge;  it being intended that any such  certificate by
Tenant may be relied  upon by any  prospective  purchaser  or  mortgagee  of the
Building.  In addition  to the  matters  described  above,  the  above-described
certificate  shall include and Tenant shall certify as to matters  regarding the
Lease as reasonably requested by Landlord.

27. Limitation of Liability. The liability of Landlord to Tenant for any default
by Landlord  under the terms of this Lease shall be limited to the then interest
of Landlord in the  Building and Land and  Landlord,  its  officers,  directors,
employees,   agents  and  partners  shall  not  be  personally  liable  for  any
deficiency.  This clause shall not be deemed to limit or deny any remedies which
Tenant  may have in the event of  default  by  Landlord  hereunder  which do not
involve the personal liability of Landlord.  Notwithstanding  anything contained
in this Lease to the contrary, in the event Landlord sells, assigns,  transfers,
or conveys its  interest in the Land and the  Building,  Landlord  shall have no
liability  for any acts or  omissions  that  occur  after the date of said sale,
assignment, transfer, or conveyance.

28. Notices. Each provision of this Lease or of any applicable governmental law,
ordinance,  regulation  or other  requirement  with  reference  to the  sending,
mailing or delivery of any notice or with reference to the making of any payment
by Tenant to  Landlord,  shall be  deemed  to be  complied  with when and if the
following steps are taken:

(a)       Any notice or document delivered to Landlord by Tenant,  including all
          rent and other  payments  required  to be made by  Tenant to  Landlord
          hereunder shall be payable to Landlord in Harris County, Texas, at the
          address  hereinbelow  set forth,  or at such other address as Landlord
          may  specify  from  time  to  time  by  written  notice  delivered  in
          accordance herewith:

                  Allstar Equities, Inc.
                  6401 Southwest Freeway
                  Houston, Texas 77074
                  Attention: James H. Long

(b)       Any notice or document delivered by Landlord to Tenant hereunder shall
          be delivered  to Tenant at the address  hereinbelow  set forth,  or at
          such other  address as Tenant may specify from time to time by written
          notice delivered in accordance herewith:

                  I-Sector Corporation
                  6401 Southwest Freeway
                  Houston, Texas 77074
                  Attention: Patricia L. Winstead

(c)       Any notice or document  required to be  delivered  hereunder  shall be
          deemed to be delivered,  whether actually received or not, seventy-two
          (72) hours after  deposit in the United  States  mail,  postage  paid,
          certified  mail,   return  receipt  requested  and  addressed  to  the
          respective party at the respective  addresses set out above or at such
          other address as they have theretofore specified by written notice.

29. Use Tax. Notwithstanding any other provision herein, Tenant shall pay as and
when they become due and before the same become delinquent any and all licenses,
charges, and other fees of every kind and nature arising out of or in connection
with the Building,  including but not limited to license fees,  business license
tax,  the amount of any  privilege,  sales,  excise,  or other tax  (other  than
income)  imposed upon rentals  herein  provided to be paid by Tenant or upon the
Landlord in an amount measured by such rentals received by Landlord.

30. Examination of Lease.  The submission of this document for  examination  and
negotiation  does not  constitute  an offer to lease,  or a  reservation  of, or
option for, the Building.  This document becomes effective and binding only upon
the execution and delivery hereof by Landlord or Landlord's authorized agent and
Tenant.

31. Severability.  Each and every covenant and agreement contained in this Lease
is,  and shall be  construed  to be, a separate  and  independent  covenant  and
agreement.  If any term or provision of this Lease or the application thereof to
any person or  circumstances  shall to any extent be invalid and  unenforceable,
the  remainder of this Lease,  or the  application  of such term or provision to
persons  or  circumstances  other  than  those  as to  which  it is  invalid  or
unenforceable,  shall not be  affected  thereby  and in lieu of such  invalid or
unenforceable  clause,  there shall be added as a part of this Lease a clause as
similar in terms to such invalid or unenforceable  clause as may be possible and
be legal, valid and enforceable.

32. No Merger. There shall be no merger of this Lease or of the leasehold estate
hereby created with the fee estate in the Building or any part thereof by reason
of the fact that the same  person may acquire or hold,  directly or  indirectly,
this Lease or the leasehold  estate hereby created or any interest in this Lease
or in such  leasehold  estate as well as the fee estate in the  Building  or any
interest in such fee estate.

33. Force Majeure.  Whenever a period of time is herein prescribed for action to
be taken by Landlord, Landlord shall not be liable or responsible for, and there
shall be excluded from the  computation  for any such period of time, any delays
due to strikes, acts of God, shortages of labor or materials,  war, governmental
laws,  regulations,  restrictions or other cause of any kind whatsoever which is
beyond the control of Landlord.

34. Joint  and  Several  Liability.  If  there  is more  than  one  Tenant,  the
obligations  hereunder imposed upon Tenant shall be joint and several.  If there
is a guarantor of Tenant's  obligations  hereunder,  the  obligations  of Tenant
shall be joint  and  several  obligations  of  Tenant  and such  guarantor,  and
Landlord need not first  proceed  against  Tenant  hereunder  before  proceeding
against  such  guarantor,  nor shall any such  guarantor  be  released  from its
guarantee  for any  reason  whatsoever,  including,  but  not  limited  to,  any
amendment  of this  Lease,  any  forbearance  by  Landlord  or  waiver of any of
Landlord's  rights,  the failure to give Tenant or such guarantor any notices or
the  release  of any  party  liable  for the  payment  of  Tenant's  obligations
hereunder.

35. Entire  Agreement and Amendment.  This Lease  contains the entire  agreement
between  the  parties  hereto  with  respect to the  subject  matter  hereof and
supersedes  any and all prior and  contemporaneous  agreements,  understandings,
promises and  representations  made by either party to the other  concerning the
subject matter hereof and the terms applicable  hereto.  Landlord's  agents have
made no  representations  or promises  with  respect to the  Building  except as
herein expressly set forth and no rights,  easements or licenses are acquired by
Tenant  by  implication  or  otherwise  except  as  expressly  set  forth in the
provisions of this Lease.  This Lease shall not be altered,  waived,  amended or
extended  except by a written  agreement  signed by the  parties  hereto  unless
otherwise expressly provided herein. Neither this Lease nor a memorandum of this
Lease  shall be  recorded  in the  public  records  of the  county  in which the
Building is located without the prior written consent of Landlord.

36. Paragraph  Headings.  The paragraph headings contained in this Lease are for
convenience  only and shall in no way  enlarge  or limit the scope or meaning of
the various and several paragraphs hereof.

37. Binding  Effect.  Except as  otherwise  provided  in the  Lease,  all of the
covenants,  agreements, terms and conditions to be observed and performed by the
parties  hereto shall be applicable to, binding upon and inure to the benefit of
their respective heirs, personal representatives, successors and their assigns.

38. Brokerage. Tenant and Landlord represent and warrant to each other that such
party has not had any dealing  with any realtor,  broker or agent in  connection
with this Lease or the  negotiation  thereof.  Landlord and Tenant each agree to
indemnify  and hold the  other  harmless  from and  against  any and all  costs,
expenses or  liability,  including,  but not limited to,  reasonable  attorneys'
fees, resulting from any breach of this representation or warranty.

39. Hazardous  Waste.  The term  "Hazardous  Substances," as used in this Lease,
shall mean any pollutant,  contaminant,  toxic or hazardous  waste,  radioactive
material or other substance,  the use and/or the removal of which is required or
the use of which is  restricted,  prohibited or penalized by any  "Environmental
Law,"  which term shall mean any  federal,  state or local  statute,  ordinance,
regulation  or  other  law of a  governmental  or  quasi-governmental  authority
relating to pollution or protection of the  environment or the regulation of the
storage or handling of Hazardous  Substances.  Tenant hereby agrees that: (a) no
activity  will be  conducted  at the  Building  or Land  that will  produce  any
Hazardous  Substance;  (b) neither the Building nor the Land will not be used in
any manner for the storage of any Hazardous  Substance;  and (c) Tenant will not
permit  any  Hazardous  Substance  to exist on the  Building  or Land and if any
Hazardous  Substances currently exist or exist at any time during the Lease Term
or subsequent to the Lease Term  (provided  such existed  during the Lease Term)
the same shall be immediately  removed,  with proper disposal,  and all required
clean-up  procedures  shall be diligently  undertaken by Tenant at its sole cost
pursuant to all  Environmental  Laws. If at any time during or after the term of
this  Lease,  the  Building  and/or  the Land is found to be  contaminated  with
Hazardous  Materials,  Tenant  shall  diligently  institute  proper and thorough
clean-up procedures,  at Tenant's sole cost. Tenant agrees to indemnify and hold
Landlord  harmless  from  all  claims,  demands,  actions,  liabilities,  costs,
expenses,  damages, penalties and obligations of any nature arising from or as a
result  of  any  contamination  of  the  Building  and/or  Land  with  Hazardous
Substances.  The foregoing  indemnification  and the  responsibilities of Tenant
shall survive the termination or expiration of this Lease.

40. Applicable  Law. This Lease shall be governed in all respects by the laws of
the State of Texas.

41. Authority. In the event Tenant is a corporation,  professional  association,
partnership or other form of  organization  other than an individual,  then each
individual  executing  or  attesting  this  Lease on  behalf  of  Tenant  hereby
covenants,  warrants and represents  that (a) such individual is duly authorized
to execute or attest and  deliver  this Lease on behalf of Tenant in  accordance
with the  organizational  documents  of Tenant;  (b) this Lease is binding  upon
Tenant;  (c) Tenant is duly  organized and legally  existing in the state of its
organization  and is qualified to do business in the state in which the Building
is located; (d) upon request, Tenant will provide Landlord with true and correct
copies of all organizational documents of Tenant and any amendments thereto; and
(e) the  execution  and  delivery  of this Lease by Tenant  will not result in a
breach of, or constitute a default under,  any mortgage,  deed of trust,  lease,
loan, credit agreement, partnership agreement or other contract or instrument to
which Tenant is a party or by which Tenant may be bound.

42. Riders and Exhibits.  The following  number Exhibits and Riders are attached
hereto and incorporated herein by reference as if copies herein in full:

          Exhibit "A":              Building Rules and Regulations
          Exhibit "B":              Secretary of State Financing Statement

43. TIME.  TIME IS OF THE  ESSENCE  IN  THIS  LEASE  AND IN EACH  AND ALL OF THE
PROVISIONS HEREOF.

44. Attorneys' Fees.  In the event of any legal action or proceeding  brought by
either party against the other party arising out of this Lease,  the  prevailing
party shall be entitled to recover reasonable attorneys' fees and costs incurred
in such  action or  proceeding  and such fees and costs shall be included in any
judgment rendered in such action or proceeding.


         IN WITNESS WHEREOF, this Lease is hereby executed in multiple originals
as of the date first above set forth.

                                          LANDLORD:

                                          ALLSTAR EQUITIES, INC.


                                          By: ___________________________
                                              James H. Long, President

                                          TENANT:

                                          I-SECTOR CORPORATION

                                          By: ____________________________
                                              Thomas N. McCulley, Vice President



<PAGE>


                                   EXHIBIT "A"

                         BUILDING RULES AND REGULATIONS

In addition to the  covenants  of the parties set out in the Lease,  the parties
agree to observe the following standards for the mutual safety,  cleanliness and
convenience of the Building and the Land. As specified in the Lease, these rules
are subject to change from time to time.

1.        No birds,  animals  (except  seeing-eye  dogs),  reptiles or any other
          creatures shall be brought into or about the Building.

2.        Nothing shall be swept or thrown into the corridors,  halls,  elevator
          shafts or  stairway.  Tenant shall keep the Building and Land neat and
          clean.

3.        Corridor doors, when not in use, shall be kept closed.

4.        No bicycles or similar  vehicles will be allowed in the Building or on
          the Land except in those areas specifically designated by Landlord for
          such purposes.

5.        Sidewalks,  doorways,  vestibules,  halls, stairways and similar areas
          shall not be obstructed by Tenant or its  officers,  agents,  servants
          and  employees,  or used for any purpose other than ingress and egress
          to and from the  Building,  or for going from one part of the Building
          to another part of the Building. No furniture shall be placed in front
          of the Building or in any lobby or corridor without written consent of
          Landlord.

6.        Landlord  has the right to  evacuate  the  Building in the event of an
          emergency or catastrophe.

7.        Tenant  shall not  place,  install  or  operate  any stoves or cooking
          equipment in the  Building or in any part of the Building  without the
          prior written approval of Landlord.

8.        No signs,  posters,  advertisements  or  notices  shall be  painted or
          affixed on any of the  windows,  doors or other parts of the  Building
          except in such  color,  size and style and in such  places as shall be
          first approved in writing by Landlord.

9.        No portion of the  Building  shall be used for the  purpose of lodging
          rooms or any immoral or unlawful purposes.

10.       Vending machines or dispensing machines of any kind will not be placed
          in the  Building by Tenant  unless  prior  written  approval  has been
          obtained from Landlord.

11.       Landlord's prior written approval must be obtained for installation of
          any solar screen material,  window shades,  blinds,  drapes,  awnings,
          window ventilators or other similar equipment and any window treatment
          of any kind  whatsoever.  Landlord will control all internal  lighting
          that may be visible from the exterior of the Building.

12.       Tenant shall exercise reasonable  precautions in the protection of its
          personal  property  from loss or damage by keeping doors to unattended
          areas  locked.  Tenant  will lock all office  doors  leading to public
          corridors  and turn off all lights and any  appliances at the close of
          the working day.  Landlord  shall not be  responsible  for any lost or
          stolen  personal  property,  equipment,  money  or  jewelry  from  the
          Building, Land or parking areas regardless of whether loss occurs when
          such area is locked against entry.

13.       At no time shall Tenant permit or shall  Tenant's  agents,  employees,
          contractors,  guests  or  invitees  smoke  in any  common  area of the
          Building  unless  such  common  area has been  declared  a  designated
          smoking area by Landlord.

14.       Tenant  shall not conduct any auction at the Building nor store goods,
          wares or merchandise at the Building, except for Tenant's own personal
          use.



<PAGE>


                                   EXHIBIT "B"


          TO BE FILED IN THE OFFICE OF THE SECRETARY OF STATE OF TEXAS



                               FINANCING STATEMENT

          This  instrument  is  prepared  as, and is intended to be, a Financing
Statement  complying  with the formal  requisites  therefore as set forth in the
Texas  Business and Commerce  Code,  Article 9 (also known as the Texas  Uniform
Commercial Code-Secured Transactions), and in particular Section 9.402 thereof.

         1.      The name and address of the debtor ("Debtor") is:

                 I-Sector Corporation
                 6401 Southwest Freeway
                 Houston, Texas 77074
                 Attention: Patricia L. Chadwick

         2.      The name and address of the secured party ("Secured Party") is:

                 Allstar Equities, Inc.
                 6401 Southwest Freeway
                 Houston, Texas 77074
                 Attention: James H. Long

         3.      This Financing Statement covers the following types of property
                 (the "Real Property") and all proceeds of such Property:

                      All   furniture,   fixtures,   equipment,   leasehold
                      improvements, inventory and personal property located
                      at 6401 Southwest Freeway, Houston, Texas 77074.

                              DEBTOR:


                              I-SECTOR CORPORATION

                              By:_______________________________________
                                 Thomas N. McCulley, Vice President

</TEXT>
</DOCUMENT>
