<PAGE>   1
                                                                   EXHIBIT 10.39



                      BILLINGSLEY PROPERTY SERVICES, INC.




                           COMMERCIAL LEASE AGREEMENT




                               CROW CARRARA NO. 2

                                                                          LESSOR

                                      AND




                            BUSINESS RESOURCE GROUP

                                                                          LESSEE
<PAGE>   2
STANDARD INDUSTRIAL LEASE AGREEMENT
BILLINGSLEY PROPERTY SERVICES, INC.
21,415 Square Feet
2015 Surveyor Road
Carrollton, Texas

                                LEASE AGREEMENT

     THIS LEASE AGREEMENT, made and entered into by and between Crow Carrara No.
2 hereinafter referred to as "Lessor", and Business Resource Group, hereinafter
referred to as "Lessee";

                                  WITNESSETH:

          1.   PREMISES AND TERM.

     A.   In consideration of the mutual obligations of Lessor and Lessee set
forth herein, Lessor leases to Lessee, and Lessee hereby takes from Lessor the
approximately 21,415 square feet, which Premises are part of that approximately
92,640 square foot building (the "Building") located on the real property
situated within the County of Dallas, State of Texas, which real property is
more particularly described on EXHIBIT "A" attached hereto and incorporated
herein by reference (the "Land"), together with all rights, privileges,
easements, appurtenances, and amenities belonging to or in any way pertaining to
the Premises, to have and to hold, subject to the terms, covenants and
conditions in this Lease.

     B.   The term of this Lease shall commence on October 20, 1997. The term of
this Lease shall be sixty (60) full calendar months following the Commencement
Date.

          2.   BASE RENT, SECURITY DEPOSIT AND ESCROW PAYMENTS.

     A.   Lessee agrees to pay to Lessor Base Rent for the Premises, in advance,
without demand, deduction or set off, at the rate of See Exhibit "C" for Base
Rent Schedule Dollars ($**********) per month during the term hereof.  One such
monthly installment, plus the other monthly charges set forth in Paragraph 2.C.
below shall be due and payable on the date hereof and alike monthly installment
shall be due and payable on or before the first day of each calendar month
succeeding the Commencement Date, except that all payments due hereunder for any
fractional calendar month shall be prorated.

     B.   In addition, Lessee shall deposit with Lessor on the date hereof the
sum of Six Thousand Six Hundred Thirty-one Dollars and 68/100 ($6,631.68), which
shall be held by Lessor as security for the performance of Lessee's obligations
under this lease, it being expressly understood and agreed that this deposit is
not an advance rental deposit or a measure of Lessor's damages in case of
Lessee's default. Upon each occurrence of an event of default, Lessor may use
all or part of the deposit to pay past due rent or other payments due Lessor
under this Lease, and the cost of any other damage, injury, expense or liability
caused by such event of default without prejudice to any other remedy provided
herein or provided by law. On demand, Lessee shall pay Lessor the amount that
will restore the security deposit to its original amount. The security deposit
shall be deemed the property of Lessor, but any remaining balance of such
deposit shall be returned by Lessor to Lessee when Lessee's obligations under
this Lease have been fulfilled.

     C.   Lessee agrees to pay as additional rent, its Proportional Share (as
defined in Paragraph 22.B. below) of (1) Taxes (hereinafter defined) payable by
Lessor pursuant to Paragraph 3.A. below, (2) the cost of any jointly metered
utilities payable pursuant to Paragraph 8, below, (3) the cost of maintaining
insurance, and (4) the cost of repairs, replacement, replacement reserve for
capital items and other operating expenses required by this Lease. During each
month of the term of this Lease, on the same day that Base Rent is due
hereunder, Lessee shall escrow with Lessor an amount equal to 1/12 of the
estimated annual cost of its Proportionate Share of such items. Lessee
authorizes Lessor to use the funds deposited with Lessor under this Paragraph
2.C. to pay such costs. The initial monthly escrow payments are based upon the
estimated amounts for the year in question, and shall be increased or decreased
annually to reflect the projected actual cost of all such items. If Lessee's
total escrow payments are less than Lessee's actual Proportionate Share of all
such items, Lessee shall pay the difference to Lessor within ten (10) days after
demand. If the total escrow.
<PAGE>   3
payments of Lessee are more than Lessee's actual Proportionate Share of all such
items, Lessor shall retain such excess and credit it against Lessee's next 
annual escrow payments. The amount of the initial monthly rental and the 
initial monthly escrow payments are as follows:

<TABLE>
<S>  <C>                                                               <C>
(a)  Base Rent as set forth in Paragraph 2.A.......................... $5,175.29
(b)  Taxes as set forth in Paragraph 2.C.(1).......................... $1,024.18
(c)  Utilities, Insurance and Operating Expenses as set forth in
     Paragraphs 2.C.(2), (3) and (4).................................. $  432.21
                                                                       ---------
     Monthly Payment Total............................................ $6,631.68
                                                                       =========
</TABLE>         

          3.   TAXES

     A.   Lessor agrees to pay all taxes, assessments and governmental charges 
of any kind and nature (collectively referred to herein as "Taxes") that accrue 
against the Premises, and/or the land and/or improvements of which the Premises
are a part and Lessee shall be liable to Lessor for its proportionate share of 
the same. If at any time during the term of this Lease, there shall be levied, 
assessed or imposed on Lessor a capital levy or other tax directly on the rents 
received therefrom and/or a franchise taxed, assessment, levy or charge 
measured by or based, in whole or in part, upon such rents from the Premises 
and/or the land and improvements of which the Premises are a part, then all 
such taxes, assessments, levies or charges, or the part thereof so measured or 
based, shall be deemed to be included within the term "Taxes" for the purposes 
hereof. The Lessor shall have the right to employ a tax consulting firm to 
attempt to assure a fair tax burden on the building and grounds within the 
applicable taxing jurisdiction. Lessee agrees to pay its proportionate share of 
the cost of such consultant. Upon request from Lessee, Lessor shall provide the 
name of such consultant and the amount of the fee imposed.

     B.   Lessee shall be liable for all taxes levied or assessed against any 
personal property or fixtures placed in the Premises. If any such taxes are 
levied or assessed against Lessor or Lessor's property and (i) Lessor pays the 
same or (ii) the assessed value of Lessor's property is increased by inclusion 
of such personal property and fixtures and Lessor pays the increased taxes, 
then, upon demand Lessee shall pay to Lessor such taxes.

          4.   LESSOR'S REPAIRS.

     A.   Lessor, at its own cost and expense, shall be responsible not only 
for roof replacement and for repair and replacement of only the foundation and 
the structural members of the exterior walls of the Building. The terms "roof" 
and "walls" as used herein shall not include skylights, windows, glass or plate 
glass, doors, special store fronts or office entries. Lessee shall immediately 
give Lessor written notice of defect or need for repairs, after which Lessor 
shall have reasonable opportunity to repair same or cure such defect. Lessor's 
liability with respect to any defects, repairs, replacement or maintenance for 
which Lessor is responsible hereunder shall be limited to the cost of such 
repairs or maintenance or the curing of such defect.

     B.   Lessor reserves the right to perform the Lessee's maintenance, repair 
and replacement obligations and any other items that are otherwise Lessee's 
obligations under Paragraph 5.B., in which event, Lessee shall be liable for 
the cost and expense of such repair, replacement, maintenance and other such 
items.

          5.   LESSEE'S MAINTENANCE AND REPAIR OBLIGATIONS.

     A.   Lessee, at its own cost and expense, shall maintain all parts of the 
Premises (except those for which Lessor is expressly responsible hereunder) in 
good condition, ordinary wear and tear excepted, and promptly make all 
necessary repairs and replacements to the Premises.

     B.   In addition to Lessee's obligations under the preceding subparagraph 
A., if Lessee is the only occupant of the Building, unless Lessor and Lessee 
otherwise agree, Lessee is responsible for causing the parking areas, 
driveways, alleys and grounds surrounding the Premises (except those for which 
Lessor is expressly responsible hereunder) to be maintained in a good, neat, 
clean and sanitary condition, consistent with the operation of a first class 
office/warehouse building, which includes without limitation, prompt 
maintenance, repairs and replacements (1) of any drill or spur track servicing 
the Premises, (2) of the parking area associated with the Building, (3) of all 
grass, shrubbery and other landscape treatments surrounding the Building, (4) 
of the exterior of the Building (including painting), (5) of sprinkler systems, 
sewage lines, and (6) of any other maintenance, repair or replacement items 
normally associated with the foregoing. In addition, Lessee shall repair and 
pay for any damage caused by the negligence of Lessee, or Lessee's employees, 
agents or invitees, or caused by Lessee's default hereunder.

     C.   In the event that the Lessee is not the sole occupant of the 
Building, then subject to payment by Lessee, Lessor shall perform the 
maintenance, repair, and replacement obligations set forth in the foregoing 
Subparagraph B. Lessee shall be liable for its Proportionate Share of the cost 
and expense of such repair, replacement, replacement reserve, maintenance and 
other such items. The amount of Lessee's rental obligation set forth in 
Paragraph 2.A. above does not include the cost of such items, and Lessor's 
performance of repair, replacement, maintenance and other items, is not a 
condition to payment of such rental obligations.

     D.   Lessee agrees to pay its Proportionate Share of the cost of (1) 
operation, maintenance and/or landscaping of any property or facility that is 
operated, maintained or landscaped by any property owner or community owner 
association that is named in any restrictive covenants or deed restrictions to 
which the Premises are subject and which are actually billed to the Building, 
and (2) operating and maintaining any property, facilities or services provided 
for the common use of Lessee and other lessees of the

2                                                                    -----------
                                                                       Lessor

                                                                     [Initials]
                                                                     -----------
                                                                       Lessee

                                                                     [Initials]
                                                                     -----------
  
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Building, which costs shall include, without limitation, management fees, 
maintenance and repair costs, sewer, landscaping, trash and security (if 
furnished by Lessor), wages and employee benefits payable to employees of 
Lessor whose duties are connected with the operation and maintenance of the 
Building, amounts paid to contractors or subcontractors for work or services 
performed in connection with the operation and maintenance of the Building, all 
service, supplies, repairs, replacements or other expenses for maintaining and 
operating the Building, and any other facilities or services provided for the 
common use of Lessee and other lessees of the Building.

     E.   Lessee shall enter into a regularly scheduled preventive 
maintenance/service contract with a maintenance contractor for servicing all 
hot water, heating and air conditioning systems and equipment within the 
Premises, and shall be responsible for all costs and expenses required 
thereunder.

          6.   ALTERATIONS.

     Subject to Exhibit B approval by Lessor and Lessee, Lessee shall not make 
any alterations, additions or improvements to the Premises without the prior 
written consent of Lessor. Lessee, at its own cost and expense, may erect such 
shelves, bins, machinery and trade fixtures as it desires provided that (a) 
such items do not alter the basic character of the Premises or the Building; 
(b) such items do not overload or damage the same; (c) such items may be 
removed without injury to the Premises; and (d) the construction, erection or 
installation thereof complies with all applicable governmental laws, 
ordinances, regulations and with Lessor's specifications and requirements. All 
shelves, bins, machinery and trade fixtures installed by Lessee shall be 
removed on or before the earlier to occur of the date of termination of this 
Lease or vacating the Premises, at which time Lessee shall restore the Premises 
to their original condition. All installations, removals and restoration shall 
be performed in a good and workmanlike manner so as not to damage or alter the 
primary structure or structural qualities of the Building or the Premises.

          7.   SIGNS.

     Any signage, decorations, advertising media, blinds, draperies, window 
treatments, bars, and security installations Lessee desires for the Premises 
shall be subject to Lessor's prior written approval and shall be submitted to 
Lessor prior to the Commencement Date. Lessee shall repair, paint, and/or 
replace the building facia surface to which its signs are attached upon 
vacation of the Premises, or the removal or alteration of its signage, all of 
which shall be accomplished at Lessee's sole cost and expense. Lessee shall 
not, (i) make any changes to the exterior of the Premises, (ii) install any 
exterior lights, decorations, balloons, flags, pennants, banners or painting, or
(iii) erect or install any signs, windows or door lettering, decals, window and 
storefront stickers, placards, decorations or advertising media of any type 
that can be viewed from the exterior of the Premises, without Lessor's prior 
written consent.

          8.   UTILITIES.

     Lessee shall obtain and pay for all water, gas, heat, light, power, 
telephone, sewer, sprinkler charges and other utilities and services used on or 
at the Premises, together with any taxes, penalties, surcharges or the like 
pertaining to the Lessee's use of the Premises, and any maintenance charges for 
utilities. Lessor shall have the right to cause any of said services to be 
separately metered to Lessee, at Lessee's expense. Lessee shall pay its pro 
rata share, as reasonably determined by Lessor, of all charges for jointly 
metered utilities. Lessor shall not be liable for any interruption or failure 
of utility service on the Premises.

          9.   INSURANCE.

     A.   Lessor shall maintain insurance covering the Building and the 
Premises in an amount not less than eighty percent (80%) of the "replacement 
cost" thereof insuring against the perils and costs of Fire, Lightning, 
Extended Coverage, Vandalism and Malicious Mischief, Liability and Rental 
Interruption and such other insurance as Lessor shall deem necessary.

     B.   Lessee, at its own expense, shall maintain during the term of this 
Lease (1) a policy or policies of worker's compensation and comprehensive 
general liability insurance (with contractual liability endorsement), including 
personal injury and property damage in the amount of Five Hundred Thousand 
Dollars ($500,000.00) per occurrence for property damage and One Million 
Dollars ($1,000,000.00) per occurrence for personal injuries or deaths of 
persons occurring in or around the Premises and (2) fire and extended coverage
insurance covering the replacement cost of (a) all alterations, additions, 
partitions and improvements installed or placed on the Premises, (b) all of 
Lessee's personal property contained within the Premises and (c) business 
interruption insurance insuring loss of profits in the event of an insured 
peril damaging the Premises. Said policies shall (i) name Lessor as an 
additional insured, (ii) be issued by a Triple A rated or better insurance 
company, (iii) provide that said insurance shall not be canceled unless thirty 
(30) days prior written notice shall have been given to Lessor, (iv) shall be 
delivered to Lessor by Lessee upon commencement of the term of the Lease and 
upon each renewal of said insurance, and (v) shall provide primary coverage to 
Lessor when any policy issued to Lessor is similar or duplicate in coverage, 
and Lessor's policy shall be excess over Lessee's policies.

3                                                                    -----------
                                                                       Lessor

                                                                      Initials
                                                                     -----------
                                                                       Lessee

                                                                      Initials
                                                                     -----------
    
<PAGE>   5
     C.   Lessee will not permit the Premises to be used for any purpose or in 
any manner that would (1) void the insurance thereon, (2) increase the 
insurance risk, or (3) cause the disallowance of any sprinkler credits. Lessee 
shall pay any increase in the cost of any insurance on the Premises or the 
Building, which is caused by Lessee's use of the Premises, or because Lessee 
vacates the Premises.

          10.  FIRE AND CASUALTY DAMAGE.

     A.   Lessee immediately shall give written notice to Lessor if the 
Premises or the Building are damaged or destroyed. If the Premises or the 
Building should be totally destroyed or so damaged by an insured peril and in 
Lessor's estimation, rebuilding or repairs cannot be completed within one 
hundred eighty (180) days after the date of Lessor's actual knowledge of such 
damage, this Lease shall terminate and the rent shall be abated during the 
unexpired portion of this Lease, effective upon the date of the occurrence of 
such damage.

     B.  If the Building or the Premises should be damaged by any insured 
peril, and in Lessor's estimation, rebuilding or repairs can be substantially 
completed within one hundred eighty (180) days after the date of Lessor's actual
knowledge of such damage, this Lease shall not terminate, and Lessor shall
restore the Premises to substantially its previous condition, except that Lessor
shall not be required to rebuild, repair or replace any part of the partitions,
fixtures, additions and other improvements required to be covered by Lessee's
insurance pursuant to Paragraph 9.B. above. Effective upon the date of the
occurrence of such damage and ending upon substantial completion (as defined in
Paragraph 1. above), if the Premises are untenantable in whole or part during
such period, the rent shall be reduced to such extent as may be fair and
reasonable under all of the circumstances. If such repairs and rebuilding have
not been substantially completed within one hundred eighty (180) days after the
date of such damage, Lessee, as Lessee's exclusive remedy, may terminate this
Lease by delivering written notice of termination to Lessor in which event the
rights and obligations hereunder shall cease and terminate.

     C.   In connection with any repair or reconstruction to the Premises 
arising from or necessitated by fire or other casualty which is covered by the 
insurance provided pursuant to Paragraph 9.A. above, Lessee shall pay Lessor 
the amount of the deductible or such Insurance unless the cost of such repair 
or reconstruction is necessitated by the negligent act of the Lessor.

     D.   Notwithstanding anything herein to the contrary, in the event the 
holder of any indebtedness secured by a mortgage or deed or trust covering the 
Premises requires that the insurance proceeds be applied to such indebtedness, 
then Lessor shall have the right to terminate this Lease by delivering written 
notice of termination to Lessee within fifteen (15) days after such requirement 
is made known by any such holder, whereupon all rights and obligations hereunder
shall cease and terminate.

     E.   Anything in this Lease to the contrary notwithstanding except as set 
forth in Paragraph 10.C. above, to the extent of a recovery of loss proceeds 
under the policies of insurance described in this Lease, Lessor and Lessee 
hereby waive and release each other and any related parties and affiliates of 
and from any and all rights of recovery, claim, action or cause of action, 
against each other, their agents, officers and employees, for any loss or 
damage that may occur to the Premises, the Building, or personal property within
the Building and/or Premises arising from or caused by fire or other casualty 
or hazard covered or required to be covered by hazard insurance under this 
Lease. Upon execution of this Lease, Lessor and Lessee shall notify their 
respective insurance companies of the mutual waivers contained herein and, if 
available, shall cause such policy described in this Lease to be so endorsed.

          11.  LIABILITY AND INDEMNIFICATION.

     A.   Lessor shall hold Lessee harmless and defend Lessee against any and 
all claims, actions, damages or liability (including without limitation, all 
costs, attorneys' fees and expenses incurred in connection therewith) in 
connection with any loss, injury or damage to any person or property occurring 
in, on or about or arising out of all or part of the Premises and/or Building 
or the use or occupancy thereof, or the conduct or operation of Lessor's 
business, when such injury or damage shall be caused by the act, neglect, fault 
of, or omission of, any duty with respect to the same by Lessor, its agents, 
servants and employees (unless the indemnified loss is caused wholly or in part 
by Lessee's negligence, in which event this indemnity shall not apply to the 
allocable share of such loss resulting from Lessee's negligence).

     B.   Lessee shall indemnify, protect, hold harmless and defend Lessor, its
agents, employees, contractors, customers, partners, directors, officers and any
affiliates (as defined in the Securities Act of 1933) of the aforementioned,
(collectively, the "Lessor Affiliates") against any and all obligations, suits,
losses, judgments, claims, actions, damages or liability (including without
limitation, all costs, attorneys' fees and expenses incurred in connection
therewith) in connection with any loss, injury or damage to any person or
property occurring in, on or about or arising out of all or part of the Premises
and/or the Building or the use or occupancy thereof, or the conduct or operation
of Lessee's business, when such injury or damage (1) shall be caused by the act,
neglect, fault of, or omission of, any duty with respect to the same by Lessee,
its agents, servants and employees, and/or (2) arises from a breach, violation
or non-performance of any term, provision, covenant or agreement of Lessee
hereunder, or a breach or violation by Lessee of any court order or any law,
regulation, or ordinance of any federal, state or local authority (collectively,
the "Losses"), even if the Losses are caused wholly or in part by the negligence
of Lessor and/or Lessor Affiliates. If any claim is made against Lessor or
Lessor's Affiliates, Lessee, at its sole cost and expense, shall defend any such
claim, suit or proceeding by or through attorneys satisfactory to Lessor.

     C.   The provisions of this Paragraph shall survive the expiration or 
termination of this Lease with respect to any claims or liability occurring 
prior to such expiration or termination. The indemnification provided by this 
Paragraph 11. is subject

4                                                                    -----------
                                                                       Lessor

                                                                      Initials
                                                                     -----------
                                                                       Lessee

                                                                      Initials
                                                                     -----------
 
<PAGE>   6
     to Lessee's and Lessor's waiver of recovery in the preceding Paragraph 10.
to the extent of either Lessee's or Lessor's recovery of loss proceeds under
policies of insurance described in Paragraph 10.

          12.  USE.

     A.  The Premises shall be used only for the purpose of receiving, storing,
shipping and selling (other than retail) products, materials and merchandise
made and/or distributed by Lessee and for such other lawful purposes as may be
incidental thereto. Lessee shall not use the Premises for the receipt, storage
or handling of any product, material or merchandise that is explosive or highly
inflammable or hazardous. Outside storage, including without limitation,
long-term storage of trucks and other vehicles, is prohibited without lessor's
prior written consent. Lessee shall comply with all governmental laws,
ordinances and regulations applicable to the use of the Premises, and promptly
shall comply with all governmental orders and directives for the correction,
prevention and abatement of nuisances in or upon, or connected with, the
Premises, all at Lessee's sole expense. Lessee shall not permit any
objectionable or unpleasant odors, smoke, dust, gas, 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 Lessor or
any other lessees of the Building.

     B.  Lessee and its employees, customers and licenses shall have the
non-exclusive rights to use any parking areas associated with the Premises that
have been designated for such use by Lessor, subject to (1) all reasonable rules
and regulations promulgated by Lessor and (2) rights of ingress and egress of
other Lessees. Lessor shall not be responsible for enforcing Lessee's parking
rights against any third parties.

          13. INSPECTION.

     Lessor and Lessor's agents and representatives shall have the right, with
reasonable notice, to enter the Premises at any reasonable time during business
hours, to inspect the Premises an to make such repairs as may be required or
permitted pursuant to this Lease. During the period that is twelve (12) months
prior to the end of the Lease term, Lessor and Lessor's representatives may
enter the Premises during business hours for the purpose of showing the
Premises. In addition, Lessor shall have the right to erect a suitable sign on
the Premises stating the Premises are available. Lessee shall notify Lessor in
writing at least thirty (30) days prior to vacating the Premises and shall
arrange to meet with Lessor for a joint inspection of the Premises prior to
vacating. If Lessee fails to give such notice or to arrange for such inspection,
then lessor's inspection of the Premises shall be deemed correct for the purpose
of determining Lessee's responsibility for repairs and restoration of the
Premies.

          14. ASSIGNMENT AND SUBLETTING.

     A.  Lessee shall not have the right to sublet all or part of the premises
or to assign, transfer or encumber this Lease, or any interest therein, without
the prior written consent of Lessor, not to be unreasonably withheld. Any
attempted assignment, subletting, transfer or encumbrance by lessee in violation
of the terms and covenants of this Paragraph shall be void. No assignment,
subletting or other transfer, whether consented to by Lessor or not, or
permitted hereunder, shall relieve Lessee of its liability hereunder. If an
event of default occurs while the Premises or any part thereof are assigned or
sublet, then Lessor, in addition to any other remedies herein provided, or
provided by law, may collect directly from such assignee, sublessee or
transferee all rents payable to the Lessee and apply such rent against my sums
due to Lessor hereunder. No such collection shall be construed to constitute a
novation or a release of Lessee from the further performance of Lessee's
obligations hereunder. 

     B.  Upon the occurrences of an assignment or subletting, whether consented
to by Lessor, or mandated by judicial intervention, Lessee hereby assigns,
transfers and conveys all rents or other sums received by Lessee under any such
assignment or sublease, which are in excess of the rents and other sums payable
to lessee under this Lease, and agrees to pay such amounts within ten (10) days
after receipt.

     C.  If this Lease is assigned to any person or entity pursuant to the
provisions of the Bankruptcy Code, II U.S.C. Section 1-1 et.seq., (the
"Bankruptcy Code"), and any all monies or other considerations payable or
otherwise to be delivered in connection with such assignments shall be paid or
delivered to Lessor, shall be and remain the exclusive property of Lessor and
shall not constitute property of Lessee or of the estate of Lessee within the
meaning of the Bankruptcy Code. Any and all monies or other considerations
constitute Lessor's property under the preseding sentence not paid or delivered
to Lessor shall be held in trust for the benefit of Lessor and be promptly paid
or delivered to Lessor.

     D.  Any person or entity to which this Lease is assigned pursuant to the
provisions of the Bankruptcy Code shall be deemed, without further act or deed,
to have assumed all of the obligations arising under this lease on and after the
date of such assignment. Any such assignee shall upon demand execute and deliver
to Lessor an instrument confirming such assumption.

          15.  CONDEMNATION.

     If more than fifty percent (50%) of the Premises are taken for any public 
or quasi-public use under governmental law, ordinance or regulation, or by 
right of eminent domain, or by private purchase in lieu thereof and the taking 
prevents or materially interferes with the use of the Premises for the purpose
for which they were leased to Lessee, this Lease shall terminate and the rent 
shall be abated during the unexpired portion of this Lease, effective on the 
date of such taking. If less than fifty percent (50%) of the Premises are taken 
for any public or quasi-public use under governmental law, ordinance or 
regulation, or by right of eminent      


5



                                                                    -----------
                                                                       Lessor

                                                                      Initials
                                                                     -----------
                                                                       Lessee

                                                                      Initials
                                                                     -----------
<PAGE>   7
????

          16.  HOLDING OVER.

     At the termination of this Lease by its expiration or otherwise, Lessee 
immediately shall deliver possession to Lessor with all repairs and maintenance 
required herein to be performed by Lessee completed. If, for any reason, Lessee 
retains possession of the Premises after the expiration or termination of this 
Lease or fails to complete any repairs required hereby, unless the parties 
hereto otherwise agree in writing, such possession shall be subject to 
termination by either Lessor or Lessee at any time upon not less than ten (10) 
days advance written notice, and provided all of the other terms and provisions 
of this Lease shall be applicable during such period, except that Lessee shall 
pay Lessor from time to time, upon demand, as rental for the period of such 
possession, an amount equal to double one hundred and fifty (150%) percent of 
the rent in effect on the termination date, computed on a monthly basis for any 
day of each calendar month of such period. No holding over by Lessee, whether 
with or without consent of Lessor, shall operate to extend this Lease except as 
otherwise expressly provided. The preceding provisions of this Paragraph 16, 
shall not be construed as consent for Lessee to retain possession of the 
Premises in the absence of written consent thereto by lessor.

          17.  QUIET ENJOYMENT.

     Lessor covenants that on or before the Commencement Date it will have good 
title to the Premises, free and clear of all liens and encumbrances, excepting 
only the lien for current taxes not yet due, such mortgage or mortgages as are 
permitted by the terms of this Lease, zoning ordinances and other building and 
fire ordinances and governmental regulations relating to the use of such 
property, and easements, restrictions and other conditions of record. If this 
Lease is a sublease, then Lessee agrees to take the Premises subject to the 
provisions of the prior lease. Lessor represents that it has the authority to 
enter into this Lease and that so long as Lessee pays all amounts due 
hereunder and performs all other covenants and agreements herein set forth, 
Lessee shall peaceably and quietly have, hold and enjoy the Premises for the 
term hereof without hindrance or molestation from Lessor, subject to the terms 
and provisions of this Lease. 

          18.  EVENTS OF DEFAULT.

     The following events (herein individually referred to as an "event of 
default") each shall be deemed to be events of nonperformance by Lessee under 
this Lease:

     A. Lessee shall fail to pay any installment of the rent herein reserved 
when due, or any other payment or reimbursement to Lessor required herein when 
due or any payment or reimbursement required under any other lease with Lessor, 
and such failure shall continue for a period of five (5) days from written 
notice to Lessee. 

     B.  Lessee shall fail to pay any amounts owed to contractors or 
subcontractors for work or services performed in connection with the operation, 
construction, management or maintenance of the Building as provided herein, and 
such failure shall continue for a period of five (5) days from the date such 
payment was due.

     C.  The Lessee or any guarantor of the Lessee's obligations hereunder 
shall (i) become insolvent; (ii) admit in writing its inability to pay its 
debts; (iii) make a general assignment for the benefit of creditors; (iv) 
commence any case, proceeding or other action seeking to have an order for 
relief entered on its behalf as a debtor or to adjudicate it a bankrupt or 
insolvent, or seeking reorganization, arrangement, adjustment, liquidation, 
dissolution or composition of it or its debts under any law relating to 
bankruptcy, insolvency, reorganization for relief of debtors or seeking 
appointment of a receiver, trustee, custodian or other similar official for it 
or for all or of any substantial part of its property; or (v) take any action 
to authorize or in contemplation of any of the actions set forth above in this 
Paragraph 18.

     D.  Any case, proceeding or other action against the Lessee or any 
guarantor of the Lessee's obligations hereunder shall be commenced seeking (i) 
to have an order for relief entered against it as debtor or to adjudicate it a 
bankrupt or insolvent; (ii) reorganization, arrangements, adjustment, 
liquidation, dissolution or composition of it or its debts under any law 
relating in bankruptcy, insolvency, reorganization or relief of debtors; (iii) 
appointment of a receiver, trustee, custodian or other similar official for it 
or for all or any substantial part of its property, and such case, proceeding 
or other action (a) results in the entry of an order for relief against it 
which it is not fully stayed within seven (7) business days after the entry 
thereof or (b) shall remain undismissed for a period of forty-five (45) days.

     E.  Lessee shall fail to discharge any lien placed upon the Premises in 
violation of Paragraph 21, hereof within twenty (20) days after any such lien 
or encumbrance is filed against the Premises.

     F.  Lessee shall fail to comply with any term, provision or covenant of 
this Lease (other than those listed in this Paragraph 18.), and shall not cure 
such failure within twenty (20) days after written notice thereof to Lessee.


6


                                                                    -----------
                                                                      Lessor

                                                                     [Initials]
                                                                    -----------
                                                                      Lessee

                                                                     [Initials]
                                                                    -----------
<PAGE>   8
          19.  REMEDIES.

     A.   Upon each occurrence of an event of default, Lessor shall have the
option to pursue any one or more of the following remedies without any notice or
demand:

          (1)  Terminate this Lease; and/or

          (2)  Enter upon and take possession of the premises without
terminating this Lease; and/or

          (3)  Alter all locks and other security devices at the Premises with
or without terminating this Lease, deny access to Lessee, and pursue, at
Lessor's option, one or more remedies pursuant to this Lease, Lessee hereby
specifically waiving any state or federal law to the contrary. This provision
shall control over any conflicting provisions of the Texas Property Code or any
successor statute governing the right of landlords to change the door locks of
commercial tenants.

     B.   Upon the occurrence of any event of default Lessee immediately shall
surrender the Premises to Lessor, and if Lessee fails so to do, Lessor, without
waiving any other remedy it may have, may enter upon and take possession of the
Premises and expel or remove Lessee and any other person who may be occupying
such Premises or any part thereof, without being liable for prosecution or any
claim of damages therefor.

     C.   If Lessor repossesses the Premises with or without terminating the
Lease, Lessee, at Lessor's option, shall be liable for and shall pay Lessor on
demand all rental and other payments owed to Lessor hereunder, accrued to the
date of such repossession, plus all amounts required to be paid by Lessee to
Lessor until the date of expiration of the term as stated in Paragraph 1.
Actions to collect amounts due by Lessee to Lessor under this subparagraph may
be brought from time to time, on one or more occasions, without the necessity of
Lessor's waiting until expiration of the Lease term.

     D.   Upon an event of default, in addition to any sum provided to be paid
herein, Lessee also shall be liable for and shall pay to Lessor (1) any
brokerage fees incurred by Lessor in connection with the execution of this Lease
[both parties warrant that neither Lessor nor Lessee engaged a real estate
broker in connection with this lease]; (2) brokers' fees incurred by Lessor in
connection with any reletting of the whole or part of the Premises; (3) the
costs of removing and storing Lessee's or other occupant's property; (4) the
costs of repairing, altering, remodeling or otherwise putting the Premises into
condition acceptable to a new lessee or lessees; and (5) all reasonable expenses
incurred by Lessor in enforcing or defending Lessor's rights and/or remedies. If
either party hereto institutes any action or proceeding to enforce any provision
hereof by reason of any alleged breach of any provision of this Lease, the
prevailing party shall be entitled to receive from the losing party all
reasonable attorneys' fees and all court costs in connection with such
proceeding.

     E.   In the event Lessee fails to make any payment due hereunder when
payment is due, to help defray the additional cost to lessor for processing such
late payments, lessee shall pay to lessor on demand a late charge in an amount
equal to five percent (5%) of such installment; and the failure to pay such
amount within ten (10) days after demand therefor shall be an additional event
of default hereunder. The provision for such late charge shall be in addition to
all of Lessor's rights and remedies hereunder or at law and shall not be
construed as liquidated damages or as limiting Lessor's remedies in any manner.

     F.   Exercise by Lessor of any one or more remedies hereunder granted or
otherwise available, including without limitation, the institution by Lessor,
its agents or attorneys of a forcible detainer or ejectment action to re-enter
the Premises shall not be construed to be an election to terminate this Lease or
relieve Lessee of its obligation to pay rent hereunder and shall not be deemed
to be an acceptance of surrender of the Premises by Lessor, whether by agreement
or by operation of law, it being understood that such surrender can be affected
only by the written agreement of Lessor and Lessee. Lessee and Lessor further
agree that forbearance by Lessor to enforce its rights pursuant to the Lease at
law or in equity, shall not be a waiver of Lessor's right to enforce one or more
of its rights in connection with any subsequent default.

     G.   In the event of termination and/or repossession of the Premises for an
event of default, Lessor shall use reasonable efforts to relet the Premises;
provided, that, Lessee shall not be entitled to credit or reimbursement of any
proceeds in excess of the rental owed hereunder. Lessor may relet the whole or
any portion of the Premises for any period, to any lessee and for any use and
purpose.

     H.   If Lessor fails to commence to perform any of its obligations
hereunder within thirty (30) days after written notice from Lessee specifying
such failure, Lessee's exclusive remedy shall be an action for damages. Unless
and until Lessor fails to so cure said default after such notice, Lessee shall
not have any remedy or cause of action by reason thereof. All obligations of
Lessor hereunder will be binding upon Lessor only during the period of its
possession of the Premises and not thereafter. The term "Lessor" shall mean only
the owner, for the time being of the Premises, and in the event of the transfer
by such owner of its interest in the Premises, such owner shall thereupon be
released and discharged from all covenants and obligations of the Lessor
thereafter accruing, but such covenants and obligations shall be binding during
the Lease term upon each new owner for the duration of such owner's ownership.
Notwithstanding any other provision hereof, Lessor shall not have any personal
liability hereunder. In the event of any breach or default by Lessor in any term
or provision of this Lease, and, as a consequence, if Lessee shall recover a
money judgment against Lessor, such judgment shall be satisfied only out of the
proceeds received at a judicial sale upon execution and levy against the right,
title and interest of Lessor in the Building, and in the rents or other income
from the Building receivable by Lessor, and neither Lessor nor Lessor's owners,
partners or venturers shall have any personal, partnership, corporate or other
liability hereunder.


7
<PAGE>   9
     I.   If Lessor repossesses the Premises pursuant to the authority herein 
granted, then Lessor shall have the right to (i) keep in place and use or (ii) 
remove and store all of the furniture, fixtures and equipment at the Premises, 
including that which is owned by or leased to Lessee at all times prior to any 
foreclosure thereon by Lessor or repossession thereof by any Lessor thereof or 
third party having a lien thereon. Lessor also shall have the right to 
relinquish possession of all or any portion of such furniture, fixtures, 
equipment and other property to any person ("Claimant") who presents to Lessor 
a copy of any instrument represented by Claimant to have been executed by 
Lessee (or any predecessor of Lessee) 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 Lessor to inquire into the 
authenticity or legality of said instrument. Lessor may, at its sole option and 
without prejudice to, or waiver of any rights it may have i) escort Lessee to 
the Premises to retrieve any personal belongings of Lessee and/or its employees 
not covered by the Lessor's lien and security interest described in Paragraph 
25, hereof, or ii) obtain a list from Lessee of the personal property of Lessee 
and/or its employees that is not covered by the Lessor's lien and security 
interest described in Paragraph 25, hereof, and make such property available to 
Lessee and or Lessee's employees; provided, however, Lessee 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 Lessor herein 
stated shall be in addition to any and all other rights that Lessor has or may 
hereafter have at law or in equity, and Lessee stipulates and agrees that the 
rights herein granted Lessor are commercially reasonable.

     J.   Notwithstanding anything in this Lease to the contrary, all amounts 
payable by Lessee to or on behalf of Lessor under this Lease, whether or not 
expressly denominated as rent, shall constitute rent.

     K.   This is a contract under which applicable law excuses Lessor from 
accepting performance from (or rendering performance to) any person or entity 
other than Lessee.

          20.  MORTGAGES.

     Lessee accepts this Lease subject and subordinate to any mortgages and/or 
deeds of trust now or at any time hereafter constituting a lien or charge upon 
the Premises or the improvements situated thereon or the building of which the 
Premises are a part, provided, however, that if the mortgagee, trustee, or 
holder of any such mortgage or deed of trust elects to have Lessee's interest 
in this Lease superior to any such instrument, then by notice to Lessee from 
such mortgagee, trustee or holder, this Lease shall be deemed superior to such 
lien, whether this Lease was executed before or after said mortgage or deed of 
trust. Lessee agrees to attorn to any mortgagee, trustee under a deed of trust 
or purchaser at a foreclosure sale or trustee's sale as Lessor under this 
Lease. Lessee, at any time hereafter, within ten (10) days after demand, shall 
execute any instruments, releases or other documents that may be required by 
any mortgagee for the purpose of subjecting and subordinating this Lease to the 
lien of any such mortgage. If Lessee fails to execute the same within such ten 
(10) day period, Lessor is hereby authorized to execute the same as 
attorney-in-fact for Lessee.

          21.  MECHANIC'S LIENS.

     Lessee 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 
the interest of Lessor or Lessee in the Premises or to charge the rentals 
payable hereunder for any claim in favor of any person dealing with Lessee, 
including those who may furnish materials or perform labor for any construction 
or repairs. Lessee covenants and agrees that it will pay or cause to be paid 
all sums legally due and payable by it on account of any labor performed or 
materials furnished in connection with any work performed on the Premises and 
that it will save and hold Lessor harmless from any and all loss, cost or 
expense based on or arising out of asserted claims or liens against the 
leasehold estate or against the right, title and interest of the Lessor in the 
Premises or under the terms of this Lease. Lessee agrees to give Lessor 
immediate written notice of the placing of any lien or encumbrance against the 
Premises.

          22.  MISCELLANEOUS.

     A.   Words of any gender used in this Lease shall be held and construed to 
include any other gender, and words in the singular number shall be held to 
include the plural, unless the context otherwise requires. The captions 
inserted in this Lease are for convenience only and in no way define, limit or 
otherwise describe the scope or intent of this Lease, or any provision hereof, 
or in any way affect the interpretation of this Lease.

     B.   In the event the Premises constitute a portion of a multiple 
occupancy building, Lessee's Proportionate Share, as used in this Lease, shall 
mean a fraction, the numerator of which is the space contained in the Premises 
and the denominator of which is the entire rentable space contained in the 
Building.

     C.   The terms, provisions and covenants and conditions contained in this 
Lease shall run with the land and shall apply to, inure to the benefit of, and 
be binding upon, the parties hereto and upon their respective heirs, executors, 
personal representatives, legal representatives, successors and assigns, except 
as otherwise herein expressly provided. Lessor shall have the right to transfer 
and assign, in whole or in part, its rights and obligations in the Building and 
property that are the subject of this Lease. Each party agrees to 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.

     D.   Lessor shall not be held responsible for delays in the performance of 
its obligations hereunder when caused by material shortages, acts of God or 
labor disputes.


8
<PAGE>   10
     E.   Lessee agrees, from time to time, within ten (10) days after the
request of Lessor, to deliver to Lessor, or Lessor's designee, a Certificate of
Occupancy, financial statements and an estoppel certificate stating this Lease
is in full force and effect, the date to which rent has been paid, the unexpired
term of this Lease and such other factual matters pertaining to this Lease as
may be requested by Lessor. It is understood and agreed that Lessee's obligation
to furnish such estoppel certificates in a timely fashion is a material
inducement for Lessor's execution of this Lease. If Lessee fails to execute the
same within such ten (10) day period, Lessor is hereby authorized to execute the
same as attorney-in-fact for Lessee.

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

     G.  All obligations of Lessee hereunder not fully performed as of the
expiration or earlier termination of the term of this Lease shall survive the
expiration or earlier termination of the term hereof, 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
expiration or earlier termination of the term hereof, and prior to Lessee
vacating the Premises, Lessee shall pay to Lessor any amount reasonably
estimated by Lessor as necessary to put the Premises, including without
limitation, all heating and air conditioning systems and equipment therein, in
good condition and repair, reasonable wear and tear excluded. Lessee shall also,
prior to vacating the Premises, pay to Lessor the amount, as estimated by
Lessor, of Lessee's obligation hereunder for real estate taxes and insurance
premiums for the year in which the Lease expires or terminates. All such amounts
shall be used and held by Lessor for payment of such obligations of Lessee
hereunder, with Lessee being liable for any additional costs therefor upon
demand by Lessor, or with any excess to be returned to Lessee after all such
obligations have been determined and satisfied as the case may be. Any security
deposit held by Lessor shall be credited against the amount due for Lessee under
this Paragraph 22.G.

     H.   If any clause or provision of this Lease is illegal, invalid or
unenforceable under present or future laws effective during the term of this
Lease, then and in that event, it is the intention of the parties hereto that
the remainder of this Lease shall not be affected thereby, and it is also the
intention of the parties to this Lease that in lieu of each clause or provision
of this Lease that is illegal, invalid or unenforceable, there be added, as a
part of this Lease, a clause or provision as similar in terms to such illegal,
invalid or unenforceable clause or provision as may be possible and may be
legal, valid and enforceable.

     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.   Lessor and Lessee represent and warrant that it has dealt with no
broker other than Harry B. Lucas Company, agent or other person in connection
with this transaction and that no broker, agent or other person brought about
this transaction, and Lessee agrees to indemnify and hold Lessor harmless from
and against any claims by any other broker, agent or other persons claiming a
commission or other form of compensation by virtue of having dealt with Lessee
with regard to this leasing transaction.

     K.   If and when included within the term "Lessor", 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 some individual at some specific address for the receipt of notices
and payments to Lessor. If and when included within the term "Lessee", 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 some individual at some specific address within the continental
United States for the receipt of notices and payments to Lessee. All parties
included within the terms "Lessor" and "Lessee", respectively, shall be bound by
notices given in accordance with the provisions of Paragraph 23, hereof to the
same effect as if each had received such notice.

     L.   LESSEE ACKNOWLEDGES THAT (1) IT HAS INSPECTED AND ACCEPTS THE PREMISES
IN AN "AS IS, WHERE IS" CONDITION, (2) THE BUILDINGS AND IMPROVEMENTS COMPRISING
THE SAME ARE SUITABLE FOR THE PURPOSE FOR WHICH THE PREMISES ARE LEASED AND
LESSOR HAS MADE NO WARRANTY, REPRESENTATION, COVENANT, OR AGREEMENT WITH RESPECT
TO THE MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OF THE PREMISES,
(3) THE PREMISES ARE IN GOOD AND SATISFACTORY CONDITION, (4) NO REPRESENTATIONS
AS TO THE REPAIR OF THE PREMISES, NOR PROMISES TO ALTER, REMODEL OR IMPROVE THE
PREMISES HAVE BEEN MADE BY LESSOR (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 (5) THERE ARE NO REPRESENTATIONS OR
WARRANTIES, EXPRESSED, IMPLIED OR STATUTORY, THAT EXTEND BEYOND THE DESCRIPTION
OF THE PREMISES.

          23.  NOTICES.

     Each provision of this instrument or of any applicable governmental laws,
ordinances, regulations and other requirements with reference to the sending,
mailing or delivering of notice or the making of any payment by Lessor to Lessee
or with reference to the sending, mailing, or delivering of any notice or the
making of any payment by Lessee to Lessor shall be deemed to be complied with
when and if the following steps are taken:


9
<PAGE>   11
     A.   All rent and other payments required to be made by Lessee to Lessor
hereunder shall be payable to Lessor at the address for Lessor set forth below
or at such other address as Lessor may specify from time to time by written
notice delivered in accordance herewith. Lessee's obligation to pay rent and
any other amounts to Lessor under the terms of this Lease shall not be deemed
satisfied until such rent and other amounts have been actually received by
Lessor. In addition to Base Rent due hereunder, all sums of money and all
payments due Lessor hereunder shall be deemed to be additional rental owed to
Lessor.

     B.   All payments required to be made by Lessor to Lessee hereunder shall
be payable to Lessee at the address set forth below, or at such other address
within the continental United States as Lessee 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 (1)
tender of delivery (in the case of a hand-delivered notice) or (2) deposit in
the United States Mail, postage prepaid, Certified or Registered Mail, 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.

          24.  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 federal,
state or local law or ordinance relating to pollution or protection of the
environment. Lessee hereby agrees that (i) 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 Lessee's business activities (the
"Permitted Activities") provide said Permitted Activities are conducted in
accordance with all Environmental Laws and have been approved in advance in
writing by Lessor; (ii) 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 Lessee's business (the
"Permitted Materials") provided such Permitted Materials are properly stored in
a manner and location meeting all Environmental Laws and approved in advance in
writing by Lessor; (iii) no portion of the Premises will be used as a landfill
or a dump; (iv) Lessee will not install any underground tanks of any type; (v)
Lessee will not allow any surface or surface conditions to exist or come into
existence that constitute, or with the passage of time may constitute a public
or private nuisance; (vi) Lessee 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, 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 of
the Lease, the Premises is found to be so contaminated or subject to said
conditions, Lessee agrees to indemnify and hold Lessor 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 Lessee. The
foregoing indemnification shall survive the termination or expiration of this
Lease.

          25.  LESSOR'S LIEN.

     To secure the payment of all rentals and other sums of money due or to
become due hereunder from Lessee, Lessee hereby grants to Lessor, in addition to
any statutory lien for rent in Lessor's favor, a continuing security interest in
all goods, wares, equipment, fixtures, furniture, inventory, and other personal
property of Lessee now or hereafter situated at the Premises described below,
and all proceeds or products thereof, of whatever kind or type, including
equipment, inventory, instruments, accounts, chattel paper or general
intangibles, and the security interest shall continue in such property and all
proceeds and products, regardless of location. Such property shall not be
removed therefrom without the consent of Lessor, unless at the time of removal
all arrearages in rent as well as any and all other sums of money then due to
Lessor hereunder shall first have been paid and discharged in full. Upon a
default hereunder by Lessee in addition to all other rights and remedies, Lessor
shall have all rights and remedies under the Uniform Commercial Code, including
without limitation, the right to sell the property described in this Paragraph
at public or private sale upon five (5) days notice by Lessor to Lessee at the
Premises. Lessee hereby agrees to execute such other instruments, necessary or
desirable under applicable law to perfect the security interest hereby created.
Lessor and Lessee agree that pages 1 - 14 of this Lease and security agreement
may serve as a financing statement and that a copy, photographic or other
reproduction of this portion of this Lease may be filed of record by Lessor and
have the same force and effect as the original. This Lease and security
agreement and financing statement also covers fixtures located at the Premises
subject to this Lease, which is located at 2015 Surveyor Road, Carrolton, Texas,
more particularly described in Exhibit "A" attached hereto and incorporated
herein by reference, (if an Exhibit A is attached) and this page, together with
said Exhibit A, (if one is attached) may be filed for record in the appropriate
real estate records. The record owner of this property is Lessor.

     EXECUTED BY LESSOR, this 8th day of October, 1997.
<TABLE>
<CAPTION>
<S>                                <C>
ATTEST/WITNESS:                    LESSOR:
By: /s/ JILL McDONALD              Crow Carrara No. 2
    -----------------              By: BCO Dallas Industrial, LTD., General Partner
    Jill McDonald

Title: Asset Manager               By: /s/ BARBARA A. ERHART
       -------------                   ----------------------
                                       Barbara A. Erhart
                                       Vice President of 12BCO, Inc.
                                       General Partner of BCO Dallas Industrial, LTD.
</TABLE>

10.
<PAGE>   12
                                             ADDRESS:

                                             4800 West Texas Commerce Tower
                                             2200 Ross Avenue
                                             Dallas, Texas 75201


     EXECUTED BY LESSEE, this 3rd day of October, 1997.

ATTEST/WITNESS:                              LESSEE:
                                                  
                                             Business Resource Group

By: /s/ [SIG]                      
   --------------------------------

Title:                                       By:  /s/ TOMMY HITCHCOCK
      -----------------------------             --------------------------------
                                                     Tommy Hitchcock
                                                     Vice President


                                             ADDRESS:

                                             2811 McKinney Avenue
                                             Suite 18
                                             Dallas, TX 75204
                                             214-953-1233



11
<PAGE>   13
                                  EXHIBIT "A"

                               LEGAL DESCRIPTION
                                (2105 Surveyor)

Approximately 24.415 square feet out of a larger facility containing 92,640
square feet and elevated on a tract of land more particularly described as
follows:

BEING a 4.254 area tract of land out of the DAVID MYERS SURVEY, ABSTRACT No.
923, in Dallas County, Texas; said tract being part of that tract conveyed to
Henry S. Miller Development Company by Deed recorded in Volume 72174, page 2342,
Deed Records of Dallas County, Texas; said tract being more particularly
described as follows:

BEGINNING at a point in the West line of Surveyor Boulevard, a 60.00 foot wide
street, as dedicated by plat recorded in Volume 70148, page 2163, Deed Records
of Dallas County, Texas; said point being N. 00 degrees 05'00" W., along said
line of Surveyor Boulevard, 700.26 feet from the Intersection point of the said
line of Surveyor Boulevard and the Addison-Carrollton City limits;

THENCE N, 89 degrees 50'17" W., with said utility casement centerline, 320.00
feet to a point for corner in the West line of said Henry S. Miller Development
Company tract;

THENCE N., 00 degrees 05'00" W., with said West line, 580.94 feet to a point
for corner in the South line of Tom & Jacobs Construction Company's 15.00 acre
tract;

THENCE N. 89 degrees 30'46" E., with said South line, 313.87 feet to a point for
cover is the West line of Surveyor Boulevard, as dedicated by plat recorded in
Volume 71061, page 2164, Deed Records of Dallas County, Texas; said point being
in a curve, curving to the left in a Southerly direction and whose center bears
S. 46 degrees 21'56" E.; a distance of 50.00 feet;

THENCE with said curve to the left through a central angle of 96 degrees 50'52",
an arc distance of 84.52 feet to the end of said curve and a point for corner;

THENCE S., 00 degrees 05'00" E., with said West line of Surveyor Boulevard,
509.42 feet to the PLACE OF BEGINNING; containing 185,291.79 square feet or
5.254 acres of land, of which 23,2345.14 square feet is within the railroad
casement.
<PAGE>   14
                                  EXHIBIT "B"

                                  [FLOOR PLAN]
<PAGE>   15
                                  EXHIBIT "C"

                               SPECIAL PROVISIONS

26.   BASE RENTAL. Notwithstanding anything to the contrary herein contained in 
Paragraph 2.A. the base rent schedule over the term of the Lease shall be as 
follows: ("Base Rent" is net of insurance, taxes and common area maintenance 
charges)

<TABLE>
                  Years                   Base Rental/Month
                  -----                   -----------------
                  <S>                        <C>
                   1-3                        $5,175.29
                   4-5                        $5,353.75
</TABLE>

27.   LESSEE IMPROVEMENTS. Lessor will deliver the Premises in its "As-Is" 
condition however, the Lessor agrees to make the following improvements to the 
Premises:

            A.    Steam clean the carpets.
            B.    Clean the existing office area.
            C.    Remove the existing signage.
            D.    Repair the overhead doors.
            E.    Relamp, where necessary, all light fixtures in the office and 
                  warehouse area.
            F.    Lessor will ensure that the IIVAC is in good working order 
                  and warranty it for the first ninety (90) days of the Lease
                  term.

28.   RENEWAL OPTION. Provided that Tenant is not in default of any of the 
terms, covenants and conditions hereof, and this Lease has not been assigned or 
the Leased Premises (or any part thereof) sublet, Lessee shall have the right 
and option to extend the original term of this Lease for one further term of 
sixty (60) months. Such extension of the original term shall be on the same 
terms, covenants and conditions as provided for in the original term except for 
this paragraph and except that the rental during the extended term shall be at 
the fair market rental then in effect on equivalent properties, of equivalent 
size. Lessee shall deliver written notice to Lessor of Lessee's intent to 
exercise the renewal option granted herein within six (6) months prior to the 
expiration of the original term of this Lease. In the event Lessee fails to 
deliver such written notice within the time period set for above, Lessee's 
right to extend the term hereof shall expire and be of no further force and 
effect. In the event Lessor and Lessee fail to agree in writing upon the fair 
market value rental within ten (10) days after exercise by Lessee of this 
renewal option, then Lessee's right hereunder to extend the term shall become 
null and void.