<PAGE>   1
EXHIBIT 10.18 LEASE AGREEMENT BETWEEN PETULA ASSOCIATES, LTD. AND COMPASS
INTERNATIONAL SERVICES


                              TRAMMELL CROW COMPANY


                           COMMERCIAL LEASE AGREEMENT



                             PETULA ASSOCIATES, LTD.
                                                                        LANDLORD

                                       AND

                   COMPASS INTERNATIONAL SERVICES ("COMPASS")

                                                                          TENANT

<PAGE>   2


                                TABLE OF CONTENTS
                                -----------------
<TABLE>
<CAPTION>

                                                                                                     Page No.
                                                                                                     -------
<S>      <C>                                                                                         <C>
1.       PREMISES, TERM, AND INITIAL IMPROVEMENTS                                                        1

2.       BASE RENT, SECURITY DEPOSIT AND ADDITIONAL RENT                                                 1

3.       TAXES                                                                                           2

4.       LANDLORD'S MAINTENANCE                                                                          3

5.       TENANT'S MAINTENANCE AND REPAIR OBLIGATIONS                                                     3

6.       ALTERATIONS                                                                                     3
</TABLE>
<PAGE>   3

<TABLE>
<S>    <C>                                                                                          <C>
7.     SIGNS                                                                                         3

8.     UTILITIES                                                                                     4

9.     INSURANCE BY TENANT                                                                           4

10.    SUBROGATION                                                                                   4

11.    CASUALTY DAMAGE                                                                               5

12.    LIABILITY, INDEMNIFICATION, WAIVER OF SUBROGATION AND NEGLIGENCE                              5

13.    USE                                                                                           5

14.    INSPECTION                                                                                    6

15.    ASSIGNMENT AND SUBLETTING                                                                     6

16.    CONDEMNATION                                                                                  7

17.    SURRENDER OF PREMISES; HOLDING OVER                                                           7

18.    QUIET ENJOYMENT                                                                               7

19.    EVENTS OF DEFAULT                                                                             7

20.    REMEDIES                                                                                      8

21.    LANDLORD'S DEFAULT                                                                            9

22.    MORTGAGES                                                                                     9

23.    ENCUMBRANCES                                                                                  9

24.    MISCELLANEOUS                                                                                 9

25.    NOTICES                                                                                      11

26.    HAZARDOUS WASTE                                                                              11
</TABLE>
<PAGE>   4

27.    LANDLORD'S LIEN                                                     12

LIST OF DEFINED TERMS
<TABLE>
<CAPTION>

                                                                        Page No.
<S>                                                                     <C>
Affiliate                                                                   9
Base Rent                                                                   1
Building                                                                    1
Building's Structure                                                        3
Claimant                                                                    8
Collateral                                                                 12
Commencement Date                                                           1
Design Professional                                                       B-1
Environmental Law                                                          11
Event of Default                                                            7
Hazardous Substances                                                       11
HVAC System                                                                 3
Indemnified Parties                                                         5
Initial Improvements                                                        1
Land                                                                        1
Landlord                                                                    1
Landlord's Mortgagee                                                        9
Law                                                                         9
Laws                                                                        9
Lease                                                                       1
Loss                                                                        5
Mortgage                                                                    9
New Premises                                                               10
Operating Expenses                                                          2
Permitted Activities                                                       11
Permitted Materials                                                        11
Plans                                                                     B-1
Premises                                                                    1
Primary Lease                                                               9
Proportionate Share                                                         1
rent                                                                        2
Repair Period                                                               5
       Security Deposit                                                     1
</TABLE>
<PAGE>   5

<TABLE>
<S>                                                                          <C>
substantial completion                                                       B-1
substantially completed                                                      B-1
Taking                                                                         7
Taxes                                                                          2
Tenant                                                                         1
Tenant Party                                                                   9
Term                                                                           1
Transfer                                                                       6
UCC                                                                           12
Vacation Date                                                                  6
</TABLE>
<PAGE>   6

                                                  247,618 Square Feet     
                                                  2322 French Settlement  
                                                  Suites #100 - 300       
                                                  Dallas, Texas 75237     
                                                  200170-25 Project #     
                                                  

                                 LEASE AGREEMENT
                                 ---------------


         This Lease Agreement (this "LEASE") is entered into by PETULA
ASSOCIATES, LTD. ("LANDLORD"), and COMPASS INTERNATIONAL SERVICES ("COMPASS")
("TENANT").


         1. PREMISES, TERM, AND INITIAL IMPROVEMENTS.

(a) Landlord leases to Tenant, and Tenant leases from Landlord, the space
depicted on the floor plan attached as EXHIBIT A-1 (the "PREMISES"), which is
part of the approximately 247,618 square foot building (the "BUILDING") located
on the real property described on EXHIBIT A (the "LAND"), subject to the terms
and conditions in this Lease. If more than one building is now or hereafter on
the Land, then all references to "Building" shall collectively refer to all such
buildings unless the context otherwise requires. Landlord and Tenant stipulate
that, as of the date of this Lease, the size of the Premises is 247,618 square
feet and the size of the Building is 247,618 square feet, and Tenant's
"PROPORTIONATE SHARE" is 100%. The Proportionate Share shall be adjusted if the
size of the Premises or the Building (including the addition of new buildings on
the Land) changes.

(b) The Lease term shall be FORTY-NINE (49) months, beginning JANUARY 1, 1999
(the "COMMENCEMENT DATE"), and ending JANUARY 31, 2003 (the "TERM", which
defined term shall include all renewals and extensions of the Term); however, if
the Commencement Date is not the first day of a calendar month, then the Term
shall end FORTY-NINE (49) months after the first day of the first full calendar
month of the Term.

(c) If an EXHIBIT B is attached hereto, Landlord shall construct in the Premises
the improvements (the "INITIAL IMPROVEMENTS") described on the plans and
specifications referenced on EXHIBIT B, and, by occupying the Premises, Tenant
shall have accepted the Premises in their condition, subject to completion of
any punch-list items relating to the Initial Improvements.
<PAGE>   7

(d) If an EXHIBIT B is not attached hereto, then Tenant accepts the Premises in
their "AS-IS" condition; Landlord shall have no obligation to perform or pay for
any repair or other work therein; and Tenant shall obtain and deliver to
Landlord a certificate of occupancy for the Premises from the appropriate
governmental authority.

2. BASE RENT, SECURITY DEPOSIT AND ADDITIONAL RENT.

(a) Tenant shall pay to Landlord "BASE RENT", in advance, without demand,
deduction or set off, equal to the following amounts for the following periods
of time:

<TABLE>
<CAPTION>
                      Time Period                           Monthly Base Rent
<S>                                                         <C>
       January 1, 1999 through January 31, 2001                $61,904.50
       February 1, 2001 through January 31, 2003               $63,967.98
</TABLE>

The first monthly installment, plus the other monthly charges set forth in
section, shall be due on the date hereof; thereafter, monthly installments of
Base Rent shall be due on the first day of each calendar month following the
Commencement Date. If the Term begins on a day other than the first day of a
month or ends on a day other than the last day of a month, the Base Rent and
additional rent for such partial month shall be prorated.

(b) Tenant shall deposit with Landlord on the date hereof EIGHTY-TWO THOUSAND
FIVE HUNDRED THIRTY-NINE AND 32/100 DOLLARS ($82,539.32) the "SECURITY
DEPOSIT"), which shall be held by Landlord to secure Tenant's obligations under
this Lease; however, the Security Deposit is not an advance rental deposit or a
measure of Landlord's damages for an Event of Default (defined below). Landlord
may use any portion of the Security Deposit to satisfy Tenant's unperformed
obligations hereunder, without prejudice to any of Landlord's other remedies. If
so used, Tenant shall pay Landlord an amount that will restore the Security
Deposit to its original amount upon request. In connection with any waiver of a
Tenant default or modification of this Lease, Landlord may require that Tenant
provide Landlord with an additional amount to be held as part of the Security
Deposit. The Security Deposit shall be Landlord's property. The unused portion
of the Security Deposit will be returned to Tenant within a reasonable time
after the end of the Term, provided that Tenant has fully and timely performed
its obligations hereunder throughout the Term.

(c) Tenant shall pay, as additional rent its Proportionate Share of all costs
incurred in owning, operating and maintaining the Land and Building and the
facilities and services provided for the common use of Tenant and any other
tenants of the Building (collectively, "OPERATING EXPENSES"), including the
following items: Taxes (defined below) and the cost of any tax consultant
employed to assist Landlord in determining the fair tax valuation of the
Building and Land; the cost of all utilities used in the Building which are not
billed separately to a tenant of the Building for above-Building-standard
utility consumption; the cost of insurance; the cost of repairs, replacement,
management fees and expenses, landscape maintenance and replacement, security
service (if provided), sewer service (if provided), trash service (if provided),
and a replacement reserve for capital items; the cost of dues, assessments, and
other charges applicable to the Land payable to any property or community owner
association under restrictive covenants or deed restrictions to which the
Premises are subject; and alterations, additions, and improvements made by
Landlord to comply with Law (defined below). On the
<PAGE>   8

same day that Base Rent is due, Tenant shall pay to Landlord an amount equal to
1/12 of Landlord's estimate of Tenant's Proportionate Share of annual Operating
Expenses. The initial monthly payments are based upon Landlord's estimate of the
Operating Expenses for the year in question, and shall be increased or decreased
annually to reflect the projected actual Operating Expenses for that year. If
Tenant's total payments in respect of Operating Expenses for any year are less
than Tenant's Proportionate Share of Operating Expenses for that year, Tenant
shall pay the difference to Landlord within ten days after Landlord's request
therefor; if such payments are more than Tenant's Proportionate Share of
Operating Expenses, Landlord shall retain such excess and credit it against
Tenant's future annual payments. Operating Expenses shall not include the
following: any costs for interest, amortization, or other payments on loans to
Landlord; expenses incurred in leasing or procuring tenants; legal expenses
other than those incurred for the general benefit of the Building's tenants;
allowances, concessions, and other costs of renovating or otherwise improving
space for occupants of the Building or vacant space in the Building; federal
income taxes imposed on or measured by the income of Landlord from the operation
of the Building; rents under ground leases; and costs incurred in selling,
syndicating, financing, mortgaging, or hypothecating any of Landlord's interests
in the Building. There shall be no duplication of costs for reimbursements in
calculating Operating Expenses. The amounts of the initial monthly Base Rent and
Tenant's Proportionate Share of Operating Expenses (and the part thereof
attributable to Taxes) are as follows:

<TABLE>
<S>                                                                                              <C>       
         Base Rent (Section)..............................................................       $61,904.50
         Operating Expenses, excluding Taxes (Section)....................................       $10,111.06
                 (Insurance $412.69; CAM 9,698.37)
         Taxes (Sections and).............................................................       $10,523.76

         Total initial monthly payment               $82,539.32
                                                     ==========
</TABLE>

(d) If during any year the Building is less than 100% occupied, then, for
purposes of calculating Tenant's Proportionate Share of Operating Expenses for
that year, the amount of Operating Expenses that fluctuate with Building
occupancy shall be "grossed-up" to the amount which, in Landlord's reasonable
estimation, they would have been had the Building been 100% occupied for that
entire year.

(e) If any payment required of Tenant under this Lease is not paid when due,
Landlord may charge Tenant a fee equal to 5% of the delinquent payment to
reimburse Landlord for its cost and inconvenience incurred as a consequence of
Tenant's delinquency.

(f) All payments and reimbursements required to be made by Tenant under this
Lease shall constitute "RENT" (herein so called).
<PAGE>   9

3. TAXES.

(a) Landlord shall pay all taxes, assessments and governmental charges whether
federal, state, county, or municipal and whether they are imposed by taxing or
management districts or authorities presently existing or hereafter created
(collectively, "TAXES") that accrue against the Premises, the Land and the
Building. If, during the Term, there is levied, assessed or imposed on Landlord
a capital levy or other tax directly on the rent or a franchise tax, assessment,
levy or charge measured by or based, in whole or in part, upon rent, then all
such taxes, assessments, levies or charges, or the part thereof so measured or
based, shall be included within the term "Taxes". If the Building is occupied by
more than one tenant and the cost of any improvements constructed in the
Premises is disproportionately higher than the cost of improvements constructed
in the premises of other tenants of the Building, then Landlord may require that
Tenant pay the amount of Taxes attributable to such improvements in addition to
its Proportionate Share of other Taxes.

(b) Tenant shall before delinquency pay all taxes levied or assessed against any
personal property, fixtures or alterations placed in the Premises and upon the
request of Landlord, deliver to Landlord receipts from the applicable taxing
authority or other evidence acceptable to Landlord to verify that such taxes
have been paid. If any such taxes are levied or assessed against Landlord or
Landlord's property and Landlord pays them or the assessed value of Landlord's
property is increased thereby and Landlord pays the increased taxes, then Tenant
shall pay to Landlord such taxes within ten days after Landlord's request
therefor.

4. LANDLORD'S MAINTENANCE.

(a) This Lease is intended to be a net lease; accordingly, Landlord's
maintenance obligations are limited to the replacement of the Building's roof
and maintenance of the foundation and structural members of the exterior walls
(collectively, the "BUILDING'S STRUCTURE"); however, Landlord shall not be
responsible for any such work until Tenant delivers to Landlord written notice
of the need therefor or for alterations to the Building's Structure required by
Law because of Tenant's use of the Premises (which alterations shall be
performed by Tenant). The Building's Structure does not include skylights,
windows, glass or plate glass, doors, special store fronts or office entries,
all of which shall be maintained by Tenant. Landlord's liability for any
defects, repairs, replacement or maintenance for which Landlord is responsible
hereunder shall be limited to the cost of performing such work.

(b) Additionally, Landlord shall, at Tenant's expense, maintain the parking
areas, driveways, alleys and grounds surrounding the Premises in a clean and
sanitary condition, consistent with the operation of a first-class
office/warehouse building, including prompt maintenance, repairs and
replacements of (1) any drill or spur tract servicing the Premises, (2) the
exterior of the Building (including painting), (3) sprinkler systems and sewage
lines, and (4) any other items normally associated with the foregoing. Tenant
shall promptly notify Landlord of any work required to be performed under this
Section 4.(b), and Landlord shall not be responsible for performing 
<PAGE>   10

such work until Tenant delivers to Landlord such notice. All costs in performing
the work described in this Section 4.(b) shall be included in Operating
Expenses.

5. TENANT'S MAINTENANCE AND REPAIR OBLIGATIONS.

(a) Tenant shall maintain all parts of the Premises (except for maintenance work
which Landlord is expressly responsible for under Section ) in good condition
and promptly make all necessary repairs and replacements to the Premises. Tenant
shall repair and pay for any damage caused by a Tenant Party (defined below) or
caused by Tenant's default hereunder.

(b) Tenant shall maintain the hot water equipment and the heating, air
condition, and ventilation equipment and system (the "HVAC SYSTEM") in good
repair and condition and in accordance with Law and with such equipment
manufacturers' suggested operation/maintenance service program; such obligation
shall include replacement of all equipment necessary to maintain such equipment
and system in good working order. Within ten days after the Commencement Date,
Tenant shall enter into regularly scheduled preventive maintenance/service
contracts for such equipment, each in compliance with Landlord's specifications
and otherwise in form and substance and with a contractor reasonably acceptable
to Landlord, and deliver copies thereof to Landlord. At least 14 days before the
end of the Term, Tenant shall deliver to Landlord a certificate from an engineer
reasonably acceptable to Landlord certifying that the hot water equipment and
the HVAC System are then in good repair and working order.

(6) ALTERATIONS. Tenant shall not make any alterations, additions or
improvements to the Premises without the prior written consent of Landlord.
Landlord shall not be required to notify Tenant of whether it consents to any
alteration, addition or improvements until it has received plans and
specifications therefor which are sufficiently detailed to allow construction of
the work depicted thereon to be performed in a good and workmanlike manner, and
has had a reasonable opportunity to review them. If the alteration, addition or
improvement will affect the Building's Structure, HVAC System, or mechanical,
electrical, or plumbing systems, then the plans and specifications therefor must
be prepared by a licensed engineer reasonably acceptable to Landlord. Landlord's
approval of any plans and specifications shall not be a representation that the
plans or the work depicted thereon will comply with law or be adequate for any
purpose, but shall merely be Landlord's consent to performance of the work. Upon
completion of any alteration, addition, or improvement, Tenant shall deliver to
Landlord accurate, reproducible as-built plans therefor. Tenant may erect
shelves, bins, machinery and trade fixtures provided that such items do not
alter the basic character of the Premises or the Building; do not overload or
damage the same; and may be removed without damage to the Premises. Unless
Landlord specifies in writing otherwise, all alterations, additions, and
improvements shall be Landlord's property when installed in the Premises. All
work performed by a Tenant Party in the Premises (including that relating to the
installations, repair, replacement, or removal of any item) shall be performed
in accordance with Law and with Landlord's specifications and requirements, in a
good and workmanlike manner, and so as not to damage or alter the Building's
Structure or the Premises. In connection with any such alteration, addition, or
improvement, Tenant shall pay to Landlord an administration fee of 10% of all
costs incurred for such work.
<PAGE>   11

7. SIGNS. Tenant shall not place, install or attach any signage, decorations,
advertising media, blinds draperies, window treatments, bars, or security
installations to the Premises or the Building without Landlord's prior written
approval. Tenant shall repair, paint, and/or replace any portion of the Premises
or the Building damaged or altered as a result of its signage when it is removed
(including, without limitation, any discoloration of the Building). Tenant shall
not make any changes to the exterior of the Premises or the Building, install
any exterior lights, decorations, balloons, flags, pennants, banners or
paintings, or erect or install any signs, windows or door lettering, decals,
window or storefront stickers, placards, decorations or advertising media of any
type that is visible from the exterior of the Premises without Landlord's prior
written consent. Landlord shall not be required to notify Tenant of whether it
consents to any sign until it has received detailed, to-scale drawings thereof
specifying design, material composition, color scheme, and method of
installation, and has had a reasonable opportunity to review them.

8. UTILITIES. Tenant shall obtain and pay for all water, gas, electricity, heat,
telephone, sewer, sprinkler charges and other utilities and services used at the
Premises, together with any taxes, penalties, surcharges, maintenance charges,
and the like pertaining to the Tenant's use of the Premises. Landlord may, at
Tenant's expense, separately meter and bill Tenant directly for its use of any
such utility service, in which case, the amount separately billed to Tenant for
Building-standard utility service shall not be duplicated in Tenant's obligation
to pay additional rent under Section . Landlord shall not be liable for any
interruption or failure of utility service to the Premises. All amounts due from
Tenant under this Section shall be payable within ten days after Landlord's
request therefor.

9. INSURANCE BY TENANT. Tenant shall, during the Lease Term, procure at its
expense and keep in force the following insurance:

(a) Commercial general liability insurance naming the Landlord as an additional
insured against any and all claims for bodily and property damage occurring in,
or about the Premises arising out of Tenant's use and occupancy of the Premises.
Such insurance shall have a combined single limit of not less than One Million
Dollars ($1,000,000) per occurrence with a Two Million Dollar ($2,000,000)
aggregate limit and excess umbrella liability insurance in the amount of Two
Million Dollars. If the Tenant has other locations that it owns or leases the
policy shall include an aggregate limit per location endorsement. Such liability
insurance shall be primary and not contributing to any insurance available to
Landlord and Landlord's insurance shall be in excess thereto. In no event shall
the limits of such insurance be considered as limiting the liability of Tenant
under this lease.

(b) Personal property insurance insuring all equipment, trade fixtures,
inventory, fixtures and personal property located on or in the Premises for
perils covered by the causes of loss - special form (all risk) [and in addition,
coverage for flood, earthquake and boiler and machinery (if applicable)]. Such
insurance shall be written on a replacement cost basis in an amount equal to one
hundred percent (100%) of the full replacement value of the aggregate of the
foregoing.
<PAGE>   12

(c) Workers' compensation insurance in accordance with statutory law and
employers' liability insurance with a limit of not less than One Hundred
Thousand ($100,000) per accident, Five Hundred Thousand ($500,000) disease,
policy limit and One Hundred Thousand ($100,000) disease, each employee.

(d) Such other insurance as Landlord deems necessary and prudent or required by
Landlord's beneficiaries or mortgagees of any deed of trust or mortgage
encumbering the Premises.

The policies required to be maintained by Tenant shall be with companies rated
AX or better in the most current issue of Best's Insurance Reports. Insurers
shall be licensed to do business in the state in which the Premises are located
and domiciled in the USA. [Any deductible amounts under any insurance policies
required hereunder shall not exceed $1,000.] Certificates of insurance
[(certified copies of the policies may be required)] shall be delivered to
Landlord prior to the commencement date and annually thereafter at least thirty
(30) days prior to the expiration date of the old policy. Tenant shall have the
right to provide insurance coverage which it is obligated to carry pursuant to
the terms hereof in a blanket policy, provided such blanket policy expressly
affords coverage to the Premises and to Landlord as required by this Lease. Each
policy of insurance shall provide notification to Landlord at least thirty (30)
days prior to any cancellation or modification to reduce the insurance coverage.

[In the event Tenant does not purchase the insurance required by this Lease or
keep the same in full force and effect, Landlord may, but shall not be obligated
to purchase the necessary insurance and pay the premium. The Tenant shall repay
to Landlord, as additional rent, the amount so paid promptly upon demand. In
addition, Landlord may recover from Tenant and Tenant agrees to pay, as
additional rent, any and all reasonable expenses (including attorneys' fees) and
damages which Landlord may sustain by reason of the failure of Tenant to obtain
and maintain such insurance.]

10. SUBROGATION. Landlord and Tenant hereby mutually waive their respective
rights of recovery against each other for any loss of, or damage to, either
parties' property, to the extent that such loss or damage is insured by an
insurance policy required to be in effect at the time of such loss or damage.
Each party shall obtain any special endorsements, if required by its insurer
whereby the insurer waives its rights of subrogation against the other party.
The provisions of this clause shall not apply in those instances in which waiver
of subrogation would cause either party's insurance coverage to be voided or
otherwise made uncollectible.

<PAGE>   13

11. CASUALTY DAMAGE.

(a) Tenant immediately shall give written notice to Landlord of any damage to
the Premises or the Building. If the Premises or the Building are totally
destroyed by an insured peril, or so damaged by an insured peril that, in
Landlord's estimation, rebuilding or repairs cannot be substantially completed
within 180 days after the date of Landlord's actual knowledge of such damage,
then either Landlord or (if a Tenant Party did not cause such damage) Tenant may
terminate this Lease by delivering to the other written notice thereof within 30
days after such damage, in which case, the rent shall be abated during the
unexpired portion of this Lease, effective upon the date such damage occurred.
Time is of the essence with respect to the delivery of such notices.

(b) Subject to Section , if this Lease is not terminated under Section , then
Landlord shall restore the Premises to substantially its previous condition,
except that Landlord shall not be required to rebuild, repair or replace any
part of the partitions, fixtures, additions and other improvements or personal
property required to be covered by Tenant's insurance under Section . If the
Premises are untenantable, in whole or in part, during the period beginning on
the date such damage occurred and ending on the date of substantial completion
of Landlord's repair or restoration work (the "REPAIR PERIOD"), then the rent
for such period shall be reduced to such extent as may be fair and reasonable
under the circumstances and the Term shall be extended by the number of days in
the Repair Period.

(c) If the Premises are destroyed or substantially damaged by any peril not
covered by the insurance maintained by Landlord or any Landlord's Mortgagee
(defined below) requires that insurance proceeds be applied to the indebtedness
secured by its Mortgage (defined below) or to the Primary Lease (defined below)
obligations, Landlord may terminate this Lease by delivering written notice of
termination to Tenant within 30 days after such destruction or damage or such
requirement is made known by any such Landlord's Mortgagee, as applicable,
whereupon all rights and obligations hereunder shall cease and terminate, except
for any liabilities of Tenant which accrued before this Lease is terminated.
<PAGE>   14

12. LIABILITY, INDEMNIFICATION, WAIVER OF SUBROGATION AND NEGLIGENCE.

(a) Subject to Section , Tenant shall indemnify, defend, and hold harmless
Landlord, its successors, assigns, agents, employees, contractors, partners,
directors, officers and affiliates (collectively, the "INDEMNIFIED PARTIES")
from and against all fines, suits, losses, costs, liabilities, claims, demands,
actions and judgments of every kind or character arising from Tenant's failure
to perform its covenants hereunder, recovered from or asserted against any of
the Indemnified Parties on account of any Loss (defined below) to the extent
that any such Loss may be incident to, arise out of, or be caused, either
proximately or remotely, wholly or in part, by a Tenant Party or any other
person entering upon the Premises under or with a Tenant Party's express or
implied invitation or permission, arising from or out of the occupancy or use by
a Tenant Party or arising from or out of any occurrence in the Premises,
howsoever caused, or suffered by, recovered from or asserted against any of the
Indemnified Parties by the employees, agents, contractors, or invitees of Tenant
or its subtenants or assignees, REGARDLESS OF WHETHER LANDLORD'S NEGLIGENCE
CAUSED SUCH LOSS OR DAMAGE. HOWEVER, SUCH INDEMNIFICATION OF THE INDEMNIFIED
PARTIES BY TENANT SHALL NOT BE APPLICABLE IF SUCH LOSS, DAMAGE, OR INJURY IS
CAUSED BY THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF LANDLORD OR ANY OF ITS
DULY AUTHORIZED AGENTS OR EMPLOYEES.

(b) Landlord shall not be liable to Tenant or those claiming by, through, or
under Tenant for any injury to or death of any person or persons or the damage
to or theft, destruction, loss, or loss of use of any property or inconvenience
(a "LOSS") caused by casualty, theft, fire, third parties, or any other matter
(including Losses arising through repair or alteration of any part of the
Building, or failure to make repairs, or from any other cause), REGARDLESS OF
WHETHER THE NEGLIGENCE OF EITHER PARTY CAUSED SUCH LOSS IN WHOLE OR IN PART.
Landlord and Tenant each waives any claim it might have against the other for
any damage to or theft, destruction, loss, or loss of use of any property, to
the extent the same is insured against under any insurance policy maintained by
it that covers the Building, the Premises, Landlord's or Tenant's fixtures,
personal property, leasehold improvements, or business, or is required to be
insured against by the waiving party under the terms hereof, REGARDLESS OF
WHETHER THE NEGLIGENCE OR FAULT OF THE OTHER PARTY CAUSED SUCH LOSS; HOWEVER,
LANDLORD'S WAIVER SHALL NOT APPLY TO ANY DEDUCTIBLE AMOUNTS MAINTAINED BY
LANDLORD UNDER ITS INSURANCE. Each party shall cause its insurance carrier to
endorse all applicable policies waiving the carrier's rights of recovery under
subrogation or otherwise against the other party.
<PAGE>   15

13. USE.

(a) The Premises shall be used only for receiving, storing, shipping and selling
products, materials and merchandise made or distributed by Tenant and for such
other lawful purposes as may be incidental thereto; however, no retail sales may
be made from the Premises. Tenant shall not use the Premises to receive, store
or handle any product, material or merchandise that is explosive or highly
inflammable or hazardous. Outside storage is prohibited. Tenant shall be solely
responsible for complying with all Laws applicable to the use, occupancy, and
condition of the Premises. Tenant shall not permit any objectionable or
unpleasant odors, smoke, dust, gas, light, noise or vibrations to emanate from
the Premises; nor take any other action that would constitute a nuisance or
would disturb, unreasonably interfere with, or endanger Landlord or any other
person; nor permit the Premises to be used for any purpose or in any manner that
would void the insurance thereon, increase the insurance risk, or cause the
disallowance of any sprinkler credits. Tenant shall pay to Landlord on demand
any increase in the cost of any insurance on the Premises or the Building
incurred by Landlord, which is caused by Tenant's use of the Premises or because
Tenant vacates the Premises.

(b) Tenant and its employees and invitees shall have the non-exclusive right to
use, in common with others, any parking areas associated with the Premises which
Landlord has designated for such use, subject to such reasonable rules and
regulations as Landlord may promulgate from time to time and rights of ingress
and egress of other tenants and their employees, agents and invitees. Landlord
shall not be responsible for enforcing Tenant's parking rights against third
parties.

14. INSPECTION. Landlord and Landlord's agents and representatives may enter the
Premises during business hours to inspect the Premises; to make such repairs as
may be required or permitted under this Lease; to perform any unperformed
obligations of Tenant hereunder; and to show the Premises to prospective
purchasers, mortgagees, ground lessors, and (during the last 12 months of the
Term) tenants. During the last 12 months of the Term, Landlord may erect a sign
on the Premises indicating that the Premises are available. Tenant shall notify
Landlord in writing of its intention to vacate the Premises at least 60 days
before Tenant will vacate the Premises; such notice shall specify the date on
which Tenant intends to vacate the Premises (the "VACATION DATE"). At least 30
days before the Vacation Date, Tenant shall arrange to meet with Landlord for a
joint inspection of the Premises. After such inspection, Landlord shall prepare
a list of items that Tenant must perform before the Vacation Date. If Tenant
fails to arrange for such inspection, then Landlord may conduct such inspection
and Landlord's determination of the work Tenant is required to perform before
the Vacation Date shall be conclusive. If Tenant fails to perform such work
before the Vacation Date, then Landlord may perform such work at Tenant's cost.
Tenant shall pay all costs incurred by Landlord in performing such work within
ten days after Landlord's request therefor.

<PAGE>   16

15. ASSIGNMENT AND SUBLETTING.

(a) Tenant shall not, without the prior written consent of Landlord, advertise
that any portion of the Premises is available for lease or cause or allow any
such advertisement, assign, transfer, or encumber this Lease or any estate or
interest herein, whether directly or by operation of law, permit any other
entity to become Tenant hereunder by merger, consolidation, or other
reorganization, if Tenant is an entity other than a corporation whose stock is
publicly traded, permit the transfer of an ownership interest in Tenant so as to
result in a change in the current control of Tenant, sublet any portion of the
Premises, grant any license, concession, or other right of occupancy of any
portion of the Premises, or permit the use of the Premises by any parties other
than Tenant (any of the events listed in Sections through 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 shall reimburse Landlord for its
reasonable attorneys' fees and other expenses incurred in connection with
considering any request for its consent to a Transfer. 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 properly
allocable to the space subject to the Transfer, and only to the extent of the
rent it has agreed to pay Tenant therefor) and, in the case of an assignment and
subletting, Tenant shall pay to Landlord's leasing contractor a commission
therefor equal to 6% of the consideration payable in respect thereof. 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 Tenant's rent
obligations. Tenant authorizes its transferees to make payments of rent directly
to Landlord upon receipt of notice from Landlord to do so.

(b) Landlord may, within 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.


<PAGE>   17

(c) Tenant hereby assigns, transfers and conveys all consideration received by
Tenant under any Transfer, which are in excess of the rents payable by Tenant
under this Lease, and Tenant shall hold such amounts in trust for Landlord and
pay them to Landlord within ten days after receipt.

16. CONDEMNATION. If more than 50% of the Premises is taken for any public or
quasi-public use by right of eminent domain or private purchase in lieu thereof
(a "TAKING "), and the Taking prevents or materially interferes with the use of
the remainder of the Premises for the purpose for which they were leased to
Tenant, either party may terminate this Lease by delivering to the other written
notice thereof within 30 days after the Taking, in which case rent shall be
abated during the unexpired portion of the Term, effective on the date of such
Taking. If less than 50% of the Premises are subject to a Taking or more than
50% of the Premises are subject to a Taking, but the Taking does not prevent or
materially interfere with the use of the remainder of the Premises for the
purpose for which they were leased to Tenant, then neither party may terminate
this Lease, but the rent payable during the unexpired portion of the Term shall
be reduced to such extent as may be fair and reasonable under the circumstances.
All compensation awarded for any Taking shall be the property of Landlord and
Tenant assigns any interest it may have in any such award to Landlord; however,
Landlord shall have no interest in any award made to Tenant for loss of business
or goodwill or for the taking of Tenant's trade fixtures, if a separate award
for such items is made to Tenant.
<PAGE>   18

17. SURRENDER OF PREMISES; HOLDING OVER.

(a) No act by Landlord shall be an acceptance of a surrender of the Premises,
and no agreement to accept a surrender of the Premises shall be valid unless it
is in writing and signed by Landlord. At the end of the Term or the termination
of Tenant's right to possess the Premises, Tenant shall deliver to Landlord the
Premises with all improvements located thereon in good repair and condition,
reasonable wear and tear (subject however to Tenant's maintenance obligations)
excepted, and with the HVAC System and hot water equipment, light and light
fixtures (including ballasts), and overhead doors and related equipment in good
working order, deliver to Landlord all keys to the Premises, and remove all
signage placed on the Premises, the Building, or the Land by or at Tenant's
request. All fixtures, alterations, additions, and improvements (whether
temporary or permanent) shall be Landlord's property and shall remain on the
Premises except as provided in the next two sentences. Provided that Tenant has
performed all of its obligations hereunder, Tenant may remove all unattached
trade fixtures, furniture, and personal property placed in the Premises by
Tenant (but Tenant shall not remove any such item which was paid for, in whole
or in part, by Landlord). Additionally, Tenant shall remove such alterations,
additions, improvements, fixtures, equipment, wiring, furniture, and other
property as Landlord may request, provided such request is made within six
months after the end of the Term. All items not so removed shall, at the option
of Landlord, be deemed abandoned by Tenant and may be appropriated, sold,
stored, destroyed, or otherwise disposed of by Landlord without notice to Tenant
and without any obligation to account for such items and Tenant shall pay for
the costs incurred by Landlord in connection therewith. Any such disposition
shall not be considered a strict foreclosure or other exercise of Landlord's
rights in respect of the security interest granted under Section . All work
required of Tenant under this Section shall be coordinated with Landlord and be
done in a good and workmanlike manner, in accordance with all Laws, and so as
not to damage the Building or unreasonably interfere with other tenants' use of
their premises. Tenant shall, at its expense, repair all damage caused by any
work performed by Tenant under this Section .

(b) If Tenant fails to vacate the Premises at the end of the Term, then Tenant
shall be a Tenant at will and Tenant shall pay, in addition to the other rent
due hereunder, a daily base rental equal to 200% of the daily Base Rent payable
during the last month of the Term. Additionally, Tenant shall defend, indemnify,
and hold harmless Landlord from any damage, liability and expense (including
attorneys' fees and expenses) incurred because of such holding over. No payments
of money by Tenant to Landlord after the Term shall reinstate, continue or
extend the Term, and no extension of this Term shall be valid unless it is in
writing and signed by Landlord and Tenant.

18. QUIET ENJOYMENT. Provided Tenant has fully performed its obligations under
this Lease, Tenant shall peaceably and quietly hold and enjoy the Premises for
the Term, without hindrance from Landlord or any party claiming by, through, or
under Landlord, but not otherwise.

19. EVENTS OF DEFAULT. Each of the following events shall constitute an "EVENT
OF DEFAULT" under this Lease:
<PAGE>   19

(a) Tenant fails to pay any rent when due or any payment or reimbursement
required under any other lease with Landlord when due, and in either case such
failure continues for a period of five days from the date such payment was due.

(b) The filing of a petition by or against Tenant or any guarantor of Tenant's
obligations hereunder in any bankruptcy or other insolvency proceeding; seeking
any relief under any debtor relief Law; for the appointment of a liquidator,
receiver, trustee, custodian, or similar official for all or substantially all
of Tenant's property or for Tenant's interest in this Lease; or for
reorganization or modification of Tenant's capital structure (however, if any
such petition is filed against Tenant, then the filing of such petition shall
not constitute an Event of Default, unless it is not dismissed within 45 days
after the filing thereof).

(c) Tenant vacates all or a substantial portion of the Premises or fails to
continuously operate its business at the Premises for the permitted use set
forth herein.

(d) Tenant fails to discharge any lien placed upon the Premises in violation of
Section within five days after any such lien or encumbrance is filed against the
Premises.

(e) Tenant fails to comply with any term, provision or covenant of this Lease
(other than those listed in this Section ), and such failure continues for 20
days after written notice thereof to Tenant.

20. REMEDIES.

(a) Upon any Event of Default, Landlord may, in addition to all other rights and
remedies afforded Landlord hereunder or by Law, take any of the following
actions:

         (i) Terminate this Lease by giving Tenant written notice thereof, in
         which event, Tenant shall pay to Landlord the sum of all rent accrued
         hereunder through the date of termination, all amounts due under
         Section , and an amount equal to the total rent that Tenant would have
         been required to pay for the remainder of the Term discounted to
         present value at a per annum rate equal to the "Prime Rate" as
         published on the date this Lease is terminated by The Wall Street
         Journal, Southwest Edition, in its listing of "Money Rates", minus the
         then present fair rental value of the Premises for such period,
         similarly discounted; or

         (ii) Terminate Tenant's right to possess the Premises without
         terminating this Lease by giving written notice thereof to Tenant, in
         which event Tenant shall pay to Landlord all rent and other amounts
         accrued hereunder to the date of termination of possession, all amounts
         due from time to time under Section , and all rent and other sums
         required hereunder to be paid by Tenant during the remainder of the
         Term, diminished by any net sums thereafter received by Landlord
         through reletting the Premises during such period; however, Landlord
         shall not be obligated to relet the Premises and shall not 
<PAGE>   20

         be liable for, nor shall Tenant's obligations hereunder be diminished
         because of, Landlord's failure to relet the Premises or to collect rent
         due for a reletting. Tenant shall not be entitled to the excess of any
         consideration obtained by reletting over the rent due hereunder.
         Reentry by Landlord in the Premises shall not affect Tenant's
         obligations hereunder for the unexpired Term; rather, Landlord may,
         from time to time, bring action against Tenant to collect amounts due
         by Tenant, without the necessity of Landlord's waiting until the
         expiration of the Term. Unless Landlord delivers written notice to
         Tenant expressly stating that it has elected to terminate this Lease,
         all actions taken by Landlord to exclude or dispossess Tenant of the
         Premises shall be deemed to be taken under this Section . If Landlord
         elects to proceed under this Section , it may at any time elect to
         terminate this Lease under Section .

Additionally, without notice, Landlord may alter locks or other security devices
at the Premises to deprive Tenant of access thereto, and Landlord shall not be
required to provide a new key or right of access to Tenant.

(b) Tenant shall pay to Landlord all costs incurred by Landlord (including court
costs and reasonable attorneys' fees and expenses) in obtaining possession of
the Premises, removing and storing Tenant's or any other occupant's property,
repairing, restoring, altering, remodeling, or otherwise putting the Premises
into condition acceptable to a new tenant, if Tenant is dispossessed of the
Premises and this Lease is not terminated, reletting all or any part of the
Premises (including brokerage commissions, cost of tenant finish work, and other
costs incidental to such reletting), performing Tenant's obligations which
Tenant failed to perform, and enforcing, or advising Landlord of, its rights,
remedies, and recourses. Landlord's acceptance of rent following an Event of
Default shall not waive Landlord's rights regarding such Event of Default.
Landlord's receipt of rent with knowledge of any default by Tenant hereunder
shall not be a waiver of such default, and no waiver by Landlord of any
provision of this Lease shall be deemed to have been made unless set forth in
writing and signed by Landlord. No waiver by Landlord of any violation or breach
of any of the terms contained herein shall waive Landlord's rights regarding any
future violation of such term or violation of any other term. If Landlord
repossesses the Premises pursuant to the authority herein granted, then Landlord
shall have the right to keep in place and use or remove and store, at Tenant's
expense, all of the furniture, fixtures, equipment and other property in the
Premises, including that which is owned by or leased to Tenant at all times
before any foreclosure thereon by Landlord or repossession thereof by any lessor
thereof or third party having a lien thereon. Landlord may relinquish possession
of all or any portion of such furniture, fixtures, equipment and other property
to any person (a "CLAIMANT") who presents to Landlord a copy of any instrument
represented by Claimant to have been executed by Tenant (or any predecessor of
Tenant) granting Claimant the right under various circumstances to take
possession of such furniture, fixtures, equipment or other property, without the
necessity on the part of Landlord to inquire into the authenticity or legality
of the instrument. Landlord may, at its option and without prejudice to or
waiver of any rights it may have, escort Tenant to the Premises to retrieve any
personal belongings of Tenant and/or its employees not covered by the Landlord's
statutory lien or the security interest described in Section or obtain a list
from Tenant of the personal property of Tenant and/or its employees that is not
covered by the Landlord's statutory lien or the security interest described in
Section , and make such property available to Tenant and/or Tenant's employees;
however, Tenant first shall pay in cash all costs and estimated expenses to be
incurred in connection with the removal of such property and making it
available. The rights of 

<PAGE>   21

Landlord herein stated are in addition to any and all other rights that Landlord
has or may hereafter have at law or in equity, and Tenant agrees that the rights
herein granted Landlord are commercially reasonable.

21. LANDLORD'S DEFAULT. If Landlord fails to perform any of its obligations
hereunder within 30 days after written notice from Tenant specifying such
failure, Tenant's exclusive remedy shall be an action for damages. Unless
Landlord fails to so cure such default after such notice, Tenant shall not have
any remedy or cause of action by reason thereof. Liability of Landlord to Tenant
for any default by Landlord, shall be limited to actual, direct, but not
consequential, damages therefor and shall be recoverable only from the interest
of Landlord in the Building and the Land, and neither Landlord nor Landlord's
owners shall have any personal liability therefor.

22. MORTGAGES.

(a) This Lease shall be subordinate to any deed of trust, mortgage or other
security instrument (a "MORTGAGE"), and any ground lease, master lease, or
primary lease (a "PRIMARY LEASE") that now or hereafter covers any portion of
the Premises (the mortgagee under any Mortgage or the lessor under any Primary
Lease is referred to herein as "LANDLORD'S MORTGAGEE"), and to increases,
renewals, modifications, consolidations, replacements, and extensions thereof.
However, any Landlord's Mortgagee may elect to subordinate its Mortgage or
Primary Lease (as the case may be) to this Lease by delivering written notice
thereof to Tenant. The provisions of this Section shall be self-operative, and
no further instrument shall be required to effect such subordination; however,
Tenant shall from time to time within ten days after request therefor, execute
any instruments that may be required by any Landlord's Mortgagee to evidence the
subordination of this Lease to any such Mortgage or Primary Lease. If Tenant
fails to execute the same within such ten-day period, Landlord may execute the
same as attorney-in-fact for Tenant.

(b) Tenant shall attorn to any party succeeding to Landlord's interest in the
Premises, whether by purchase, foreclosure, deed in lieu of foreclosure, power
of sale, termination of lease, or otherwise, upon such party's request, and
shall execute such agreements confirming such attornment as such party may
reasonably request. Tenant shall not seek to enforce any remedy it may have for
any default on the part of Landlord without first giving written notice by
certified mail, return receipt requested, specifying the default in reasonable
detail to any Landlord's Mortgagee whose address has been given to Tenant, and
affording such Landlord's Mortgagee a reasonable opportunity to perform
Landlord's obligations hereunder.

(c) Notwithstanding any such attornment or subordination of a Mortgage or
Primary Lease to this Lease, the Landlord's Mortgagee shall not be liable for
any acts of any previous landlord, shall not be obligated to install the Initial
Improvements, and shall not be bound by any amendment to which it did not
consent in writing nor any payment of rent made more than one month in advance.

23. ENCUMBRANCES. Tenant has no authority, express or implied, to create or
place any lien or encumbrance of any kind or nature whatsoever upon, or in any
manner to bind Landlord's property or the interest 

<PAGE>   22

of Landlord or Tenant in the Premises or to charge the rent for any claim in
favor of any person dealing with Tenant, including those who may furnish
materials or perform labor for any construction or repairs. Tenant shall pay or
cause to be paid all sums due for any labor performed or materials furnished in
connection with any work performed on the Premises by or at the request of
Tenant. Tenant shall give Landlord immediate written notice of the placing of
any lien or encumbrance against the Premises.

24. MISCELLANEOUS.

(a) Words of any gender used in this Lease shall include any other gender, and
words in the singular shall include the plural, unless the context otherwise
requires. The captions inserted in this Lease are for convenience only and in no
way affect the interpretation of this Lease. The following terms shall have the
following meanings: "LAWS" shall mean all federal, state, and local laws,
rules, and regulations; all court orders, governmental directives, and
governmental orders; and all restrictive covenants affecting the Property, and
"LAW" shall mean any of the foregoing; "AFFILIATE" shall mean any person or
entity which, directly or indirectly, controls, is controlled by, or is under
common control with the party in question; and "TENANT PARTY" shall include
Tenant, any assignees claiming by, through, or under Tenant, any subtenants
claiming by, through, or under Tenant, and any of their respective agents,
contractors, employees, and invitees.

(b) Landlord may transfer and assign, in whole or in part, its rights and
obligations in the Building and property that are the subject to this Lease, in
which case Landlord shall have no further liability hereunder. Each party shall
furnish to the other, promptly upon demand, a corporate resolution, proof of due
authorization by partners, or other appropriate documentation evidencing the due
authorization of such party to enter into this Lease.

(c) 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, riots, acts of God, shortages of labor or materials, war, governmental
laws, regulations, or restrictions, or any other causes of any kind whatsoever
which are beyond the control of Landlord.

(d) Tenant shall, from time to time, within ten days after request of Landlord,
deliver to Landlord, or Landlord's designee, a certificate of occupancy for the
Premises, financial statements for itself and any guarantor of its obligations
hereunder, evidence reasonably satisfactory to Landlord that Tenant has
performed its obligations under this Lease (including evidence of the payment of
the Security Deposit), and an estoppel certificate stating that this Lease is in
full effect, the date to which rent has been paid, the unexpired Term and such
other factual matters pertaining to this Lease as may be requested by Landlord.
Tenant's obligation to furnish the above-described items in a timely fashion is
a material inducement for Landlord's execution of this Lease. If Tenant fails to
execute any such estoppel certificate within such ten-day period, Landlord may
do so as attorney-in-fact for Tenant.
<PAGE>   23

(e) This Lease constitutes the entire agreement of the Landlord and Tenant with
respect to the subject matter of this Lease, and contains all of the covenants
and agreements of Landlord and Tenant with respect thereto. Landlord and Tenant
each acknowledge that no representations, inducements, promises or agreements,
oral or written, have been made by Landlord or Tenant, or anyone acting on
behalf of Landlord or Tenant, which are not contained herein, and any prior
agreements, promises, negotiations, or representations not expressly set forth
in this Lease are of no effect. This Lease may not be altered, changed or
amended except by an instrument in writing signed by both parties hereto.

(f) All obligations of Tenant hereunder not fully performed by the end of the
Term shall survive, including, without limitation, all payment obligations with
respect to Taxes and insurance and all obligations concerning the condition and
repair of the Premises. Upon the end of the Term and before Tenant vacates the
Premises, Tenant shall pay to Landlord any amount reasonably estimated by
Landlord as necessary to put the Premises in good condition and repair,
reasonable wear and tear excluded. Tenant shall also, prior to vacating the
Premises, pay to Landlord the amount, as estimated by Landlord, of Tenant's
obligation hereunder for Operating Expenses for the year in which the Term ends.
All such amounts shall be used and held by Landlord for payment of such
obligations of Tenant hereunder, with Tenant being liable for any additional
costs therefor upon demand by Landlord or with any excess to be returned to
Tenant after all such obligations have been determined and satisfied as the case
may be. Any Security Deposit held by Landlord may be credited against the amount
due by Tenant under this Section .

(g) Landlord may at any time during the Term, at Landlord's expense, remove
Tenant from the Premises and relocate Tenant to other space in the Building or
any other building owned or managed by Landlord in the vicinity of the Building
(the "NEW PREMISES"), which is approximately the same dimensions and size and
is improved in such a manner so that the New Premises shall be comparable in its
interior design and decoration to the Premises; however, if Landlord exercises
Landlord's election to relocate Tenant to the New Premises, then Tenant shall
not be required to pay a higher Base Rent for the New Premises. Nothing herein
contained shall relieve Tenant, or imply that Tenant is relieved, of the
liability for or obligation to pay any additional rent due by reason of any of
the other provisions of this Lease, which provisions shall be applied to the New
Premises. Landlord's election to relocate Tenant shall not terminate this Lease
or release Tenant, in whole or in part, from Tenant's obligation to perform its
obligations hereunder for the full Term. If any such relocation occurs, this
Lease shall continue in full force with no change in the terms or conditions
hereof other than the substitution of the New Premises for the Premises
specified in Section , and if the size of the New Premises differs from the
Premises, the Proportionate Share shall be adjusted. Upon request from Landlord,
Tenant shall execute an amendment to this Lease reflecting such changes.

(h) If any provision of this Lease is illegal, invalid or unenforceable, then
the remainder of this Lease shall not be affected thereby, and in lieu of each
such provision, there shall be added, as a part of this Lease, a provision as
similar in terms to such illegal, invalid or unenforceable clause or provision
as may be possible and be legal, valid and enforceable.

                                       18
<PAGE>   24

(i) All references in this Lease to "the date hereof" or similar references
shall be deemed to refer to the last date, in point of time, on which all
parties hereto have executed this Lease.

(j) Landlord and Tenant each warrant to the other that it has not dealt with any
broker or agent other than GARY McCURLEY in connection with this Lease. Tenant
and Landlord shall each indemnify the other against all costs, attorneys' fees,
and other liabilities for commissions or other compensation claimed by any
broker or agent claiming the same by, through, or under the indemnifying party.

(k) If and when included within the term "Tenant," as used in this instrument,
there is more than one person, firm or corporation, all shall jointly arrange
among themselves for their joint execution of a notice specifying an individual
at a specific address within the continental United States for the receipt of
notices and payments to Tenant. All parties included within the terms "Landlord"
and "Tenant," respectively, shall be bound by notices given in accordance with
the provisions of Section to the same effect as if each had received such
notice.

(l) The terms and conditions of this Lease are confidential and Tenant shall not
disclose the terms of this Lease to any third party except as may be required by
law or to enforce its rights hereunder.

(m) Tenant shall pay interest on all past-due rent from the date due until paid
at the maximum lawful rate. In no event, however, shall the charges permitted
under this Section or elsewhere in this Lease, to the extent they are considered
to be interest under applicable Law, exceed the maximum lawful rate of interest.

25. NOTICES. Each provision of this instrument or of any applicable Laws and
other requirements with reference to the sending, mailing or delivering of
notice or the making of any payment hereunder shall be deemed to be complied
with when and if the following steps are taken:

(a) All rent shall be payable to Landlord at the address for Landlord set forth
below or at such other address as Landlord may specify from time to time by
written notice delivered in accordance herewith. Tenant's obligation to pay rent
shall not be deemed satisfied until such rent has been actually received by
Landlord.

(b) All payments required to be made by Landlord to Tenant hereunder shall be
payable to Tenant at the address set forth below, or at such other address
within the continental United States as Tenant may specify from time to time by
written notice delivered in accordance herewith.

(c) Any written notice or document required or permitted to be delivered
hereunder shall be deemed to be delivered upon the earlier to occur of tender of
delivery (in the case of a hand-delivered notice), deposit in the United States
Mail, postage prepaid, Certified Mail, or receipt by facsimile transmission, in
each case, addressed to the parties hereto at the respective addresses set out
below, or at such other address as they have theretofore specified by written
notice delivered in accordance herewith. If Landlord has attempted to deliver
notice to Tenant at Tenant's address reflected on Landlord's books but such
notice was returned or acceptance 


                                       19
<PAGE>   25

thereof was refused, then Landlord may post such notice in or on the Premises,
which notice shall be deemed delivered to Tenant upon the posting thereof.

26. HAZARDOUS WASTE. The term "HAZARDOUS SUBSTANCES," as used in this Lease
shall mean pollutants, contaminants, toxic or hazardous wastes, or any other
substances, 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
Law relating to health, pollution, or protection of the environment. Tenant
hereby agrees that no activity will be conducted on the Premises that will
produce any Hazardous Substances, except for such activities that are part of
the ordinary course of Tenant's business activities (the "PERMITTED ACTIVITIES")
provided such Permitted Activities are conducted in accordance with all
Environmental Laws and have been approved in advance in writing by Landlord; the
Premises will not be used in any manner for the storage of any Hazardous
Substances except for any temporary storage of such materials that are used in
the ordinary course of Tenant's business (the "PERMITTED MATERIALS") provided
such Permitted Materials are properly stored in a manner and location satisfying
all Environmental Laws and approved in advance in writing by Landlord; no
portion of the Premises will be used as a landfill or a dump; Tenant will not
install any underground tanks of any type; Tenant will not allow any surface or
subsurface conditions to exist or come into existence that constitute, or with
the passage of time may constitute a public or private nuisance; and Tenant will
not permit any Hazardous Substances to be brought onto the Premises, except for
the Permitted Materials, and if so brought or found located thereon, the same
shall be immediately removed by Tenant, with proper disposal, and all required
cleanup procedures shall be diligently undertaken pursuant to all Environmental
Laws. If at any time during or after the Term, the Premises are found to be so
contaminated or subject to such conditions, Tenant shall defend, indemnify and
hold Landlord harmless from all claims, demands, actions, liabilities, costs,
expenses, damages and obligations of any nature arising from or as a result of
the use of the Premises by Tenant. Unless expressly identified on an addendum to
this Lease, as of the date hereof there are no "Permitted Activities" or
"Permitted Materials" for purposes of the foregoing provision and none shall
exist unless and until approved in writing by the Landlord. Landlord may enter
the Premises and conduct environmental inspections and tests therein as it may
require from time to time, provided that Landlord shall use reasonable efforts
to minimize the interference with Tenant's business. Such inspections and tests
shall be conducted at Landlord's expense, unless they reveal the presence of
Hazardous Substances (other than Permitted Materials) or that Tenant has not
complied with the requirements set forth in this Section , in which case Tenant
shall reimburse Landlord for the cost thereof within ten days after Landlord's
request therefor.
<PAGE>   26

27. LANDLORD'S LIEN. In addition to the statutory landlord's lien, Tenant grants
to Landlord, to secure performance of Tenant's obligations hereunder, a security
interest in all goods, inventory, equipment, fixtures, furniture, improvements,
chattel paper, accounts, and general intangibles, and other personal property of
Tenant now or hereafter situated on or relating to Tenant's use of the Premises,
and all proceeds therefrom (the "COLLATERAL"), and the Collateral shall not be
removed from the Premises without the consent of Landlord until all obligations
of Tenant have been fully performed. Upon the occurrence of an Event of Default,
Landlord may, in addition to all other remedies, without notice or demand except
as provided below, exercise the rights afforded a secured party under the
Uniform Commercial Code of the State in which the Building is located (the
"UCC"). In connection with any public or private sale under the UCC, Landlord
shall give Tenant five-days' prior written notice of the time and place of any
public sale of the Collateral or of the time after which any private sale or
other intended disposition thereof is to be made, which is agreed to be a
reasonable notice of such sale or other disposition. Tenant grants to Landlord a
power of attorney to execute and file any financing statement or other
instrument necessary to perfect Landlord's security interest under this
Section , which power is coupled with an interest and is irrevocable during the
Term. Landlord may also file a copy of this Lease or this provision as a
financing statement to perfect its security interest in the Collateral.

(1) TENANT ACKNOWLEDGES THAT IT HAS INSPECTED AND ACCEPTS THE PREMISES IN AN "AS
IS, WHERE IS" CONDITION, THE BUILDINGS AND IMPROVEMENTS COMPRISING THE SAME ARE
SUITABLE FOR THE PURPOSE FOR WHICH THE PREMISES ARE LEASED AND LANDLORD HAS MADE
NO WARRANTY, REPRESENTATION, COVENANT, OR AGREEMENT WITH RESPECT TO THE
MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OF THE PREMISES, THE
PREMISES ARE IN GOOD AND SATISFACTORY CONDITION, NO REPRESENTATIONS AS TO THE
REPAIR OF THE PREMISES, NOR PROMISES TO ALTER, REMODEL OR IMPROVE THE PREMISES
HAVE BEEN MADE BY LANDLORD (UNLESS AND EXCEPT AS MAY BE SET FORTH IN EXHIBIT B
ATTACHED TO THIS LEASE, IF ONE SHALL BE ATTACHED, OR AS IS OTHERWISE EXPRESSLY
SET FORTH IN THIS LEASE), AND THERE ARE NO REPRESENTATIONS OR WARRANTIES,
EXPRESSED, IMPLIED OR STATUTORY, THAT EXTEND BEYOND THE DESCRIPTION OF THE
PREMISES. (2)


                                       20
<PAGE>   27

         Executed by Tenant on __________, 1998.

                                   TENANT:

                                   COMPASS INTERNATIONAL SERVICES 
                                   ("COMPASS")


                                   By:
                                   Name:
                                   Title:
                                   Address:
                           
                           

                                   Telephone:
                                   Fax:

         Executed by Landlord on __________, 1998.

                                   LANDLORD:

                                   PETULA ASSOCIATES, LTD.


                                   By:
                                   Name:
                                   Title:

                                   By:
                                   Name:
                                   Title:
                                   Address: c/o Trammell Crow Dallas/Fort Worth
                                            2200 Ross Avenue, Suite 3700
                                            Dallas, TX 75201


                                   Telephone:
                                   Fax:


<PAGE>   28


                                    RIDER ONE


     28. NO OFFER. The submission of this Lease to Tenant shall not be construed
as an offer to enter into this Lease. Tenant shall have no rights under this
Lease or in or to the Premises, unless and until Landlord has executed a copy of
this Lease and delivered it to Tenant.

   29. CONTINGENCY. This Lease is solely contingent upon FootStar Corporation
(successor in interest to FootAction, Inc.) entering into a fully executed
Termination Agreement with Petula Associates, Ltd, in which FootStar agrees to
vacate the premises on or before midnight, December 31, 1998.

   30. TENANT IMPROVEMENTS. Landlord agrees to provide Tenant Improvements to
Tenant consisting of new paint and carpet to all existing office areas of the
Premises.

    31. SECURITY SYSTEM. Tenant will gain possession and ownership of all
security system equipment located inside the Premises which is currently owned
by the previous Tenant (FootStar Corporation, successor in interest to
FootAction, Inc.) and more specifically described on Exhibit "B-1".


<PAGE>   29

                                    EXHIBIT B

(a) Landlord shall diligently perform the work described in Paragraph 30 of the
Rider portion of this Lease; however, if Landlord is unable to substantially
complete such work by the Commencement Date set forth in Section of this Lease,
then Landlord shall not be liable for damages therefor and Tenant shall accept
possession of the Premises when Landlord tenders possession thereof to Tenant in
a substantially completed condition and, except as provided below, Tenant's
obligation to pay Base Rent and additional rent under Section of this Lease
shall be waived until Landlord tenders possession of the Premises to Tenant in a
substantially completed condition, and the Term shall be extended by the number
of days in the period beginning with the Commencement Date set forth in Section
of this Lease and ending on the date Landlord tenders possession of the Premises
to Tenant (which date will then be the "Commencement Date").

(b) The term "SUBSTANTIAL COMPLETION" or "SUBSTANTIALLY COMPLETED" shall mean
that, in the opinion of the contractor performing the work, the Initial
Improvements have been completed substantially , subject to completion of minor
punch list items. As soon as the Initial Improvements have been substantially
completed, Landlord shall notify Tenant in writing that the Commencement Date
has occurred. Within ten days thereafter, Tenant shall submit to Landlord in
writing a punch list of items needing completion or correction. Landlord shall
use commercially reasonable efforts to complete such items within 30 days after
it receives such notice. If Tenant or its employees, agents or contractors delay
completion of the Initial Improvements, then the Commencement Date shall be the
date that, in the contractor's opinion, substantial completion would have
occurred had such delays not occurred.


<PAGE>   30

                                    EXHIBIT C

                           WAIVER OF RIGHTS UNDER THE
               DECEPTIVE TRADE PRACTICES - CONSUMER PROTECTION ACT
               ---------------------------------------------------

Pursuant to, and to the extent permitted by Section 17.42 of the Texas Deceptive
Trade Practices -Consumer Protection Act (Tex. Bus. & Com. Code Ann. Sec.17.41,
et. seq.), Landlord and Tenant hereby agree that the Texas Deceptive Trade
Practices - Consumer Protection Act is waived and shall have no applicability to
this Lease, except that such waiver shall not apply to Section 17.555 of such
Act.

                                    LANDLORD:

                                    PETULA ASSOCIATES, LTD.


                                    By:
                                    Name:
                                    Title:


                                    By:
                                    Name:
                                    Title:


                                    TENANT:

                                    COMPASS INTERNATIONAL SERVICES 
                                    ("COMPASS")


                                    By:
                                    Name:
                                    Title:


                                    TENANT'S LEGAL COUNSEL:




                                    By:
                                    Name:
                                    Title: