<PAGE>   1



LEASE INDEX

<TABLE>
<CAPTION>
      Section     Subject
      -------     -------
      <S>         <C>
       1          Basic Lease Provisions
       2          Demised Premises
       3          Term
       4          Base Rent
       5          Security Deposit
       6          Operating Expenses and Additional Rent
       7          Use of Demised Premises
       8          Insurance
       9          Utilities
      10          Maintenance and Repairs
      11          Tenant's Personal Property; Indemnity
      12          Tenant's Fixtures
      13          Signs
      14          Reserved
      15          Governmental Regulations
      16          Environmental Matters
      17          Construction of Demised Premises
      18          Tenant Alterations and Additions
      19          Services by Landlord
      20          Fire and Other Casualty
      21          Condemnation
      22          Tenant's Default
      23          Landlord'S Right of Entry
      24          Lender's Rights
      25          Estoppel Certificate
      26          Landlord's Liability
      27          Notices
      28          Brokers
      29          Assignment and Subleasing
      30          Termination or Expiration
      31          Reserved
      32          Late Payments
      33          Rules and Regulations
      34          Quiet Enjoyment
      35          Miscellaneous
      36          Special Stipulations
      37          Lease Date
      38          Authority
      39          No Offer Until Executed
</TABLE>

Exhibit "A" Demised Premises
Exhibit "B" Preliminary Plans and Specifications
Exhibit "C" Special Stipulations
Exhibit "D" Rules and Regulations
Exhibit "E" Certificate of Authority
Exhibit "F" Confidentiality Covenant

                                      -3-
<PAGE>   2
                                                                    EXHIBIT 10.8

                           INDUSTRIAL LEASE AGREEMENT

                                     BETWEEN

                                POST-VALWOOD, INC.

                                   AS LANDLORD

                                       AND

                            NITRO SPORTS CORP., INC.

                                    AS TENANT



<PAGE>   3



                           INDUSTRIAL LEASE AGREEMENT

     THIS LEASE AGREEMENT (the "Lease") is made as of the "Lease Date" (as
defined in Section 37 herein) by and between POST-VALWOOD. INC., a Texas
corporation ("Landlord"), and NITRO SPORTS CORP., INC., a Texas corporation
("Tenant") (the words "Landlord" and "Tenant" to include their respective legal
representatives, successors and permitted assigns where the context requires or
permits).

                              W I T N E S S E T H:

     1.   Basic Lease Provisions. The following constitute the basic provisions
of this Lease:

          (a)  Demised Premises Address:     13950 Sonlac Drive, Suite 200 
                                             Farmers Branch, Texas 75234

          (b)  Demised Promises Square Footage: approximately 30,000 sq. ft.

          (c)  Building Square Footage: approximately 116,000 sq. ft.

          (d)  Annual Base Rent:

                        Lease Year 1      $ 93,000.00
                        Lease Year 2      $ 93,000.00
                        Lease Year 3      $ 93,000.00
                        Lease Year 4      $105,000.00
                        Lease Year 5      $105,000.00

          (e)  Monthly Base Rent Installments:

                        Lease Year 1      $  7,750.00
                        Lease Year 2      $  7,750.00
                        Lease Year 3      $  7,750.00
                        Lease Year 4      $  8,750.00
                        Lease Year 5      $  8,750.00

          (f)  Lease Commencement Date: August 1, 1997

          (g)  Base Rent Commencement Date: August 1, 1997

          (h)  Expiration Date: July 31, 2002

          (i)  Term: 60 months

          (j)  Tenant's Operating Expense Percentage: 25.86%

          (k)  Security Deposit: $8,750.00

          (l)  Permitted Use: Office, sales and distribution of sporting goods
equipment and related items and accessories.




<PAGE>   4



          (m)  Address for notice:

               Landlord:        Post-Valwood, Inc.
                                c/o Invesco
                                5400 LBJ Freeway, Suite 1200
                                Dallas, Texas 75240
                                Attn: Kevin Johnson

               with a copy to:  Industrial Developments International, Inc.
                                1640 Century Center Parkway, Suite 10 1
                                Memphis, Tennessee 38134
                                Attn: Property Management

               Tenant:          Nitro Sports Corp., Inc.
                                9017 Briarwood
                                Dallas, Texas 75209
                                Attn: Michael J. Blumenfeld

               with a copy to:
                                ---------------------------------------------

                                ---------------------------------------------

                                ---------------------------------------------

                                ---------------------------------------------
                                Attn:
                                     ----------------------------------------

          (n)  Address for rental payments:

                                Industrial Developments International, Inc.
                                P.O. Box 930199
                                Atlanta, Georgia 31193

          (o)  Broker(s):       J.T. Evans Company

          (p)  Guarantor:       Michael J. Blumenfeld
                                Reena G. Blumenfeld
                                9017 Briarwood Lane
                                Dallas, Texas 75209

     2.    Demised Premise. For and in consideration of the rent hereinafter
reserved and the mutual covenants hereinafter contained, Landlord does hereby
lease and demise unto Tenant, and Tenant does hereby hire, lease and accept,
from Landlord all upon the terms and conditions hereinafter set forth the
following premises, referred to as the "Demised Premises", as outlined on
Exhibit A attached hereto and incorporated herein: approximately 30,000 square
feet of space, approximately 3,000 square feet of which is office space, having
an address as set forth in Section 1(a), located within Building C (the
"Building"), which contains a total of approximately 116,000 square feet and is
located within Valwood Distribution Center (the "Project"), located in Dallas
County, Texas.

     3.    Term. To have and to hold the Demised Premises for a preliminary term
(the "Preliminary Term") commencing on the Lease Date and ending an the Lease
Commencement Date as set forth in Section 1(f), and a primary term (the "Term")
commencing on the Lease Commencement Date and terminating on the Expiration Date
as set forth in Section 1(h), as the Lease Commencement Date and the Expiration
Date may be revised pursuant to Section 17(b). The term "Lease Year" shall mean
each one (1) year period or the Term (or portion thereof if the last Lease Year
of the Term is less than one (1) full year) beginning on the Lease Commencement
Date, and each anniversary thereof, and ending on the day immediately prior to
the next succeeding anniversary of the Lease Commencement Date.

     4.    Base Rent. Tenant shall pay to Landlord at the address set forth in
Section 1(n), as base rent for the Demised Premises, commencing on the Base
Rent Commencement Date and continuing throughout the Term in lawful money of the
United States, the annual amount set forth in Section 1(d) payable in equal
monthly installments as set forth in Section 1(e) (the "Base Rent"), payable in
advance without demand and without abatement, reduction, set-off or deduction,
on the first day of each calendar month during the Term. If the Base Rent
Commencement Date shall fall on a day other than the first day of a calendar
month, the Base Rent shall be apportioned pro rata on a per diem basis for the
period between the Base Rent Commencement Date and the first day of the
following calendar month. No payment by Tenant or receipt by Landlord of rent
hereunder shall be deemed to be other than on account of the amount due, and no
endorsement or statement on any check or any letter accompanying any check



                                      -2-
<PAGE>   5



LEASE INDEX

Exhibit "A" Demised Premises
Exhibit "B" Preliminary Plans and Specifications
Exhibit "C" Special Stipulations
Exhibit "D" Rules and Regulations
Exhibit "E" Certificate of Authority
Exhibit "F" Confidentiality Covenant

                                      -3-
<PAGE>   6
or payment of rent shall be deemed an accord and satisfaction, and Landlord may
accept such check as payment without prejudice to Landlord's right to recover
the balance of such installment or payment of rent or pursue any other remedies
available to Landlord.

     5. Security Deposit. Upon Tenant's execution of this Lease, Tenant will pay
to Landlord the sum set forth in Section 1(k) (the "Security Deposit") as
security for the full and faithful performance by Tenant of each and every term,
covenant and condition or this Lease. The acceptance by Landlord of the Security
Deposit paid by Tenant shall not render this Lease effective unless and until
Landlord shall have executed and delivered to Tenant a fully executed copy of
this Lease. The Security Deposit may be commingled with Landlord's other funds
or held by Landlord in a separate interest bearing account, with interest paid
to Landlord, as Landlord may elect. In the event that Tenant is in default under
this Lease, Landlord may retain the Security Deposit for the payment of any sum
due Landlord or which Landlord may expend or be required to expend by reason of
Tenant's default or failure to perform, provided, however, that any such
retention by Landlord shall not be or be deemed to be an election of remedies by
Landlord or viewed as liquidated damages, it being expressly understood and
agreed that Landlord shall have the right to pursue any and all other remedies
available to it under the terms of this Lease or otherwise. In the event all or
any portion of the Security Deposit is so retained by Landlord, Tenant shall,
within five (5) days of demand therefor from Landlord, replenish the Security
Deposit to the full amount set forth in Section 1(k). In the event that Tenant
shall comply with all of the terms, covenants and conditions of this Lease, the
Security Deposit shall be returned to Tenant within thirty (30) days after the
later of (a) the Expiration Date or (b) the date that Tenant delivers possession
of the Demised Premises to Landlord. In the event of a sale of the Building,
Landlord shall have the right to transfer the Security Deposit to the purchaser,
and upon acceptance by such purchaser, Landlord shall be released from all
liability for the return of the Security Deposit. Tenant shall not assign or
encumber the money deposited as security, and neither Landlord nor its
successors or assigns shall be bound by any such assignment or encumbrance.

     6. Operating Expenses and Additional Rent.

        (a) Tenant agrees to pay as Additional Rent (as defined in Section 6(b)
below) its proportionate share of Operating Expenses (as hereinafter defined).
"Operating Expenses" shall be defined as all reasonable expenses for operation,
repair, replacement and maintenance as necessary to keep the Building and the
common areas, driveways, and parking areas associated therewith (collectively,
the "Building Common Area") in good order, condition and repair, including but
not limited to, utilities for the Building Common Area, expenses associated with
the driveways and parking areas (including sealing and restriping, and snow,
trash and ice removal), security systems, fire detection and prevention systems,
lighting facilities, landscaped areas, walkways, directional signage, curbs,
drainage strips, sewer lines, all charges assessed against or attributed to the
Building pursuant to any applicable easements, covenants, restrictions,
agreements, declaration of protective covenants or development standards,
property management fees, painting and caulking, all real property taxes and
special assessments imposed upon the Building, the Building Common Area and the
land on which the Building and the Building Common Area are constructed, all
costs of insurance paid by Landlord with respect to the Building and the
Building Common Area, and costs of improvements to the Building and the Building
Common Area required by any law, ordinance or regulation applicable to the
Building and the Building Common Area generally (and not because of the
particular use of the Building or the Building Common Area by a particular
tenant), which cost shall be amortized on a straight line basis over the useful
life of such improvement, as reasonably determined by Landlord. Operating
Expenses shall also include the operating expenses of the common areas of the
Project, if any, which expenses shall be proportionately allocated among the
completed buildings of the Project, based on the square footage of each building
or as otherwise provided by the applicable covenants, restrictions, agreements
or declaration of protective covenants for the Project. Operating Expenses shall
not include expenses for the costs of any maintenance and repair required to be
performed by Landlord at its own expense under Section (10)(b). Further,
Operating Expenses shall not include the costs for capital improvements unless
such costs are incurred for the purpose of causing a material decrease in the
Operating Expenses of the Building or are made with respect to improvements made
to comply with laws, ordinances or regulations as described above. The
proportionate share of Operating Expenses to be paid by Tenant shall be a
percentage of the Operating Expenses based upon the proportion that the square
footage of the Demised Premises bears to the total square footage of the
Building (such figure referred to as "Tenant's Operating Expense Percentage"
and set forth in Section 1(j)). Prior to or promptly after the beginning of each
calendar year during the Term, Landlord shall estimate the total amount of
Operating Expenses to be paid by Tenant during each such calendar year and
Tenant shall pay to Landlord one-twelfth (1/12) of such sum on the first day of
each calendar month during each such calendar year, or part thereof, during the
Term. Within a reasonable time after the end of each calendar year, Landlord
shall submit to Tenant a statement of the actual amount of Operating Expenses
for such calendar year, and the actual amount owed by Tenant, and within thirty
(30) clays after receipt of such statement, Tenant shall pay any deficiency
between the actual amount owed and the estimates paid during such calendar year,
or in the event of overpayment, Landlord shall credit the amount of such
overpayment toward the next installment of Operating Expenses owed by Tenant or
remit such overpayment to Tenant if the Term has expired or has been terminated
and no Event of Default exists hereunder. If the Lease Commencement Date shall
fall on other than the first day of the calendar year, and/or if the Expiration
Date shall fall on other than the last day of the calendar year, Tenant's
proportionate share of the Operating Expenses for such calendar year shall be
apportioned prorata.


                                      -4-
<PAGE>   7



          (b) Any amounts required to be paid by Tenant hereunder (in addition
to Base Rent) and any charges or expenses incurred by Landlord an behalf of
Tenant under the terms of this Lease shall be considered "Additional Rent"
payable in the same manner and upon the same terms and conditions as the Base
Rent reserved hereunder except as set forth herein to the contrary. Any failure
on the part of Tenant to pay such Additional Rent when and as the same shall
become due shall entitle Landlord to the remedies available to it for
non-payment of Base Rent. Tenant's obligations for payment of Additional Rent
shall begin to accrue on the Lease Commencement Date regardless of the Base Rent
Commencement Date.

          (c) If applicable in the jurisdiction where the Demised Premises are
located, Tenant shall pay and be liable for all rental, sales, use and inventory
taxes or other similar taxes, if any, on the amounts payable by Tenant hereunder
levied or imposed by any city, state, county or other governmental body having
authority, such payments to be in addition to all other payments required to be
paid Landlord by Tenant under the terms of this Lease. Such payment shall be
made by Tenant directly to such governmental body if billed to Tenant, or if
billed to Landlord, such payment shall be paid concurrently with the payment of
the Base Rent, Additional Rent, or such other charge upon which the tax is
based, all as set forth herein.

     7.   Use or Demised Premises.

          (a) The Demised Premises shall be used for the Permitted Use set forth
in Section 1 (1) and for no other purpose.

          (b) Tenant will permit no liens to attach or exist against the Demised
Premises, and shall not commit any waste.

          (c) The Demised Premises shall not be used for any illegal purposes,
and Tenant shall not allow, suffer, or permit any vibration, noise, odor, light
or other effect to occur within or around the Demised Premises that could
constitute a nuisance or trespass for Landlord or any occupant of the Building
or an adjoining building, its customers, agents, or invitees. Upon notice by
Landlord to Tenant that any of the aforesaid prohibited uses are occurring,
Tenant agrees to promptly remove or control the same.

          (d) Tenant shall not in any way violate any law, ordinance or
restrictive covenant affecting the Demised Premises, and shall not in any manner
use the Demised Premises so as to cause cancellation of, prevent the use of, or
increase the rate of, the fire and extended coverage insurance policy required
hereunder. Landlord makes no (and does hereby expressly disclaim any) covenant,
representation or warranty as to the Permitted Use being allowed by or being in
compliance with any applicable laws, rules, ordinances or restrictive covenants
now or hereafter affecting the Demised Premises, and any zoning letters, copies
of zoning ordinances or other information from any governmental agency or other
third party provided to Tenant by Landlord or any of Landlord's agents or
employees shall be for informational purposes only, Tenant hereby expressly
acknowledging and agreeing that Tenant shall conduct and rely solely on its own
due diligence and investigation with respect to the compliance of the Permitted
Use with all such applicable laws, rules, ordinances and restrictive covenants
and not on any such information provided by Landlord or any of its agents or
employees.

          (e) In the event insurance premiums pertaining to the Demised
Premises, the Building, or the Building Common Area, whether paid by Landlord or
Tenant, are increased over the least hazardous rate available due to the nature
of the use of the Demised Premises by Tenant, Tenant shall pay such additional
amount as Additional Rent.

     8.   Insurance

          (a) Tenant covenants and agrees that from and after the Lease
Commencement Date or any earlier date upon which Tenant enters or occupies the
Demised Premises or any portion thereof, Tenant will carry and maintain, at its
sole cost and expense, the following types of insurance, in the amounts
specified and in the form hereinafter provided for:

               (i) Liability insurance in the Commercial General Liability form
(or reasonable equivalent thereto) covering the Demised Premises and Tenant's
use thereof against claims for bodily injury or death, property damage and
product liability occurring upon, in or about the Demised Premises, such
insurance to be written on an occurrence basis (not a claims made basis), to be
in combined single limits amounts not less than $1,000,000.00 and to have
general aggregate limits of not less than $2,000,000 for the first policy year
during the Term and not less than $3,000,000.00 for each subsequent policy year.
The insurance Coverage required under this Section 8(a)(i) shall, in addition,
extend to any liability of Tenant arising out of the indemnities provided for in
Section 11 and, if necessary, the policy shall contain a contractual endorsement
to that effect.

               (ii) Insurance covering (A) all of the items included in the
leasehold improvements constructed in the Demised Premises by or at the expense
of Landlord (collectively, the "Improvements"), including but not limited to
demising walls and the heating, ventilating and air conditioning system and (B)
Tenant's trade fixtures, merchandise and personal property from time to time




                                      -5-
<PAGE>   8

in, on or upon the Demised Premises, in an amount not less than one hundred
percent (100%) of their full replacement value from time to time during the
Term, providing protection against perils included within the standard form of
"all-risks" fire and casualty insurance policy, together with insurance
against sprinkler damage, vandalism and malicious mischief. Any policy proceeds
from such insurance relating to the Improvements shall be used solely for the
repair, construction and restoration or replacement of the Improvements damaged
or destroyed unless this Lease shall cease and terminate under the provisions of
Section 20.

          (b) All policies of the insurance provided for in Section 8(a) shall
be issued in form reasonably acceptable to Landlord by insurance companies with
a rating of not less than "A," and financial size of not less than Class VIII,
in the most current available "Best's Insurance Reports", and licensed to do
business in the state in which the Building is located. Each and every such
policy:

              (i) shall name Landlord, Lender (as defined in Section 24), and
any other party reasonably designated by Landlord, as an additional insured. In
addition, the coverage described in Section 8(a)(ii)(A) relating to the
Improvements shall also name Landlord as "loss payee";

              (ii) shall be delivered to Landlord, in the form of an insurance
certificate acceptable to Landlord as evidence of such policy, on or prior to
the Lease Commencement Date and thereafter within thirty (30) days prior to the
expiration of each such policy, and, as often as any such policy shall expire or
terminate. Renewal or additional policies shall be procured and maintained by
Tenant in like manner and to like extent;

              (iii) shall contain a provision that the insurer will give to
Landlord and such other parties in interest at least fifteen (15) days notice in
writing in advance or any material change, cancellation, termination or lapse,
or the effective date of any reduction in the amounts of insurance; and

              (iv) shall be written as a primary policy which does not
contribute to and is not in excess of coverage which Landlord may carry.

          (c) In the event that Tenant shall fail to carry and maintain the
insurance coverages set forth in this Section 8, Landlord may upon thirty (30)
days notice to Tenant (unless such coverages will lapse in which event no such
notice shall be necessary) procure such policies of insurance and Tenant shall
promptly reimburse Landlord therefor.

          (d) Landlord and Tenant hereby waive any rights each may have against
the other on account of any loss or damage occasioned to Landlord or Tenant, as
the case may be, their respective property, the Demised Premises, its contents
or to the other portions of the Building, arising from any risk covered by all
risks fire and extended coverage insurance of the type and amount required to be
carried hereunder, provided that such waiver does not invalidate such policies
or prohibit recovery thereunder. The parties hereto shall cause their respective
insurance companies insuring the property of either Landlord or Tenant against
any such loss, to waive any right or subrogation that such insurers may have
against Landlord or Tenant, as the case may be.

     9.   Utilities. During the Term, Tenant shall promptly pay as billed to
Tenant all rents and charges for water and sewer services and all costs and
charges for gas, steam, electricity, fuel, light, power, telephone, heat and any
other utility or service used or consumed in or servicing the Demised Premises
and all other costs and expenses involved in the care, management and use
thereof. To the extent reasonably possible, such utilities shall be separately
metered and billed to Tenant. Any utilities which are not separately metered
shall be billed to Tenant by Landlord at Landlord's actual cost. In the event
Tenant's use of any utility not metered is in excess of the average use by other
tenants, Landlord shall have the right to install a meter for such utility, at
Tenant's expense, and bill Tenant for Tenant's actual use. If Tenant fails to
pay any utility bills or charges, Landlord may, at its option and upon
reasonable notice to Tenant, pay the same and in such event, the amount of such
payment, together with interest thereon at the Interest Rate as defined in
Section 32 from the date of such payment by Landlord, will be added to Tenant's
next due payment as Additional Rent.

     10.  Maintenance and Repair.

          (a) Tenant shall, at its own cost and expense, maintain in good
condition and repair the interior of the Demised Premises, including but not
limited to the heating, air conditioning and ventilation systems, glass, windows
and doors, sprinkler, all plumbing and sewage systems, fixtures, interior walls,
floors (including floor slabs), ceilings, storefronts, plate glass, skylights,
all electrical facilities and equipment including, without limitation, lighting
fixtures, lamps, fans and any exhaust equipment and systems, electrical
motors, all other appliances and equipment of every kind and nature located
in, upon or about the Demised Premises, except as to such maintenance and repair
as is the obligation of Landlord pursuant to Section 10(b). During the Term,
Tenant shall maintain in full force and effect a service contract for the
maintenance of the heating, ventilation and air conditioning systems with an
entity reasonably acceptable to Landlord. Tenant shall deliver to Landlord (i) a
copy of said service contract on or prior to the Lease Commencement Date, and
(ii) thereafter, a copy of a renewal or substitute service contract within
thirty (30) days prior to the expiration of the existing service contract.




                                      -6-
<PAGE>   9

Tenant's obligation shall exclude any maintenance and repair required because of
the act or negligence of Landlord, its employees, contractors or agents, which
shall be the responsibility of Landlord.

          (b) Landlord shall, at its own cost and expense, maintain in good
condition and repair the roof, foundation (beneath the floor slab) and
structural frame of the Building. Landlord's obligation shall exclude the cost
of any maintenance or repair required because of the act or negligence of Tenant
or Tenant's agents, contractors, employees and invitees (collectively,
"Tenant's Affiliates"), the cost of which shall be the responsibility of Tenant.

          (c) Unless the same is caused solely by the negligent action or
inaction of Landlord, its employees or agents, and is not covered by the
insurance required to be carried by Tenant pursuant to the terms of this Lease,
Landlord shall not be liable to Tenant or to any other person for any damage
occasioned by failure in any utility system or by the bursting or leaking of any
vessel or pipe in or about the Demised Premises, or for any damage occasioned by
water coming into the Demised Premises or arising from the acts or neglects of
occupants of adjacent property or the public.

     11.  Tenant's Personal Property; Indemnity. All of Tenant's personal
property in the Demised Premises shall be and remain at Tenant's sole risk.
Landlord, its agents, employees and contractors, shall not be liable for, and
Tenant hereby releases Landlord from, any and all liability for theft thereof or
any damage thereto occasioned by any act of God or by any acts, omissions or
negligence of any persons. Landlord, its agents, employees and contractors,
shall not be liable for any injury to the person or property of Tenant or other
persons in or about the Demised Premises. Tenant expressly agreeing to indemnify
and save Landlord, its agents, employees and contractors, harmless, in all such
cases, except to the extent caused by the negligence of Landlord, its agents,
employees and contractors. Tenant further agrees to indemnify and reimburse
Landlord for any costs or expenses, including, without limitation, reasonable
attorneys' fees, that Landlord reasonably may incur in investigating, handling
or litigating any such claim against Landlord by a third person, unless such
claim arose from the negligence of Landlord, its agents, employees or
contractors. The provisions of this Section 11 shall survive the expiration or
earlier termination of this Lease with respect to any damage, injury or death
occurring before such expiration or termination.

     12.  Tenant's Fixtures. Tenant shall have the right to install in the
Demised Premises trade fixtures required by Tenant or used by it in its
business, and if installed by Tenant, to remove any or all such trade fixtures
from time to time during and upon termination or expiration of this Lease,
provided no Event of Default, as defined Section 22, then exists; provided,
however, that Tenant shall repair and restore any damage or injury to the
Demised Premises (to the condition in which the Demised Premises existed prior
to such installation) caused by the installation and/or removal of any such
trade fixtures.

     13.  Signs. No sign, advertisement or notice shall be inscribed, painted,
affixed, or displayed on the windows or exterior walls of the Demised Premises
or on any public area of the Building, except in such places, numbers, sizes,
colors and styles as are approved in advance in writing by Landlord, and which
conform to all applicable laws, ordinances, or covenants affecting the Demised
Premises. Any and all signs installed or constructed by or on behalf Tenant
pursuant hereto shall be installed, maintained and removed by Tenant at Tenant's
sole cost and expense.

     14.  Reserved

     15.  Governmental Regulation. Tenant shall promptly comply throughout the
Term, at Tenant's sole cost and expense, with all present and future laws,
ordinances and regulations of all applicable governing authorities relating to
(a) all or any part of the Demised Premises, and (b) to the use or manner of use
by Tenant of the Demised Premises and the Building Common Area. In the event
that such law, ordinance or regulation requires a renovation, improvement or
replacement to the Demised Premises or the Building Common Area, then Tenant
shall be required to make such renovation, improvement or replacement at
Tenant's sole cost and expense only if such law, ordinance or regulation is
applicable because of Tenant's particular use of the Demised Premises or the
Building Common Area, and is not applicable to the Project in general. In
addition, if the renovation, improvement or replacement is required to comply
with a law, ordinance or regulation that was not in effect or did not require
compliance at the time the leasehold improvements were constructed in the
Demised Premises pursuant to Section 17 and is not related to Tenant's
Particular use of the Demised Premises, then the cost of such renovation,
improvement or replacement shall be amortized on a straight-line basis over the
useful life of the item in question, as reasonably determined by Landlord, and
Tenant shall be obligated to pay for the portion of such costs attributable to
the remainder of the Term, including any extensions thereof. Tenant shall also
observe and comply with the requirements of all policies of public liability,
fire and other policies of insurance at any time in force with respect to the
Demised Premises.

     16.  Environmental Matters.

          (a) For purposes of this Lease:

                    (i) "Contamination" as used herein means the presence of or
release of Hazardous Substances (as hereinafter defined) into any environmental
media from, upon, within, below, into or on any portion of the Demised Premises,
the Building, the Building Common Area or the Project so as to require
remediation, cleanup or investigation under any applicable Environmental Law (as
hereinafter defined).



                                      -7-
<PAGE>   10



                    (ii) "Environmental Laws" as used herein means all federal,
state, and local laws, regulations, orders, permits, ordinances or other
requirements, concerning protection of human health, safety and the environment,
all as may be amended from time to time.

                    (iii) "Hazardous Substances" as used herein means any
hazardous or toxic substance, material, chemical, pollutant, contaminant or
waste as those terms are defined by any applicable Environmental Laws
(including, without limitation, the Comprehensive Environmental Response,
Compensation and Liability Act, 42 U.S.C. 9601 et seq. ("CERCLA") and the
Resource Conservation and Recovery Act, 42 U.S.C. 6901 et seq. ["RCRA"] and any
solid wastes, polychlorinated biphenyls, urea formaldehyde, asbestos,
radioactive materials, radon, explosives, petroleum products and oil.

          (b) Landlord represents that, except as revealed to Tenant in writing
by Landlord, Landlord has not treated, stored or disposed of any Hazardous
Substances upon or within the Demised Premises, the Building or the Project,
nor, to Landlord's actual knowledge, has any predecessor owner of the Demised
Premise, the Building or the Project.

          (c) Tenant covenants that all its activities, and the activities of
Tenant's Affiliates (as defined in Section 10(b)), on the Demised Premises, the
Building, or the Project during the Term will be conducted in compliance with
Environmental Laws. Tenant warrants that it is currently in compliance with all
applicable Environmental Laws and that there are no pending or threatened
notices of deficiency, notices of violation, orders, or judicial or
administrative actions involving alleged violations by Tenant of any
Environmental Laws. Tenant, at Tenant's sole cost and expense, shall be
responsible for obtaining all permits or licenses or approvals under
Environmental Laws necessary for Tenant's operation of its business on the
Demised Premises and shall make all notifications and registrations required by
any applicable Environmental Laws. Tenant, at Tenant's sole cost and expense,
shall at all times comply with the terms and conditions of all such permits,
licenses, approvals, notifications and registrations and with any other
applicable Environmental Laws. Tenant warrants that it has obtained or will
obtain on or prior to the Lease Commencement Date all such permits, licenses or
approvals and made all such notifications and registrations required by any
applicable Environmental Laws necessary for Tenant's operation of its business
on the Demised Premises.

          (d) Tenant shall not cause or permit any Hazardous Substances to be
brought upon, kept or used in or about the Demised Premises, the Building, or
the Project without the prior written consent of Landlord, which consent shall
not be unreasonably withheld; provided, however, that the consent of Landlord
shall not be required for the use at the Demised Premises of cleaning supplies,
toner for photocopying machines and other similar materials, in containers and
quantities reasonably necessary for and consistent with normal and ordinary use
by Tenant in the routine operation or maintenance of Tenant's office equipment
or in the routine janitorial service, cleaning and maintenance for the Demised
Premises. For purposes of this Section 16, Landlord shall be deemed to have
reasonably withheld consent if Landlord determines that the presence of such
Hazardous Substance within the Demised Premises could result in a risk of harm
to person or property or otherwise negatively affect the value or marketability
of the Building or the Project.

          (e) Tenant shall not cause or permit the release of any Hazardous
Substances by Tenant or Tenant's Affiliates into any environmental media such as
air, water or land, or into or on the Demised Premises, the Building or the
Project in any manner that violates any Environmental Laws. If such release
shall occur, Tenant shall (i) take all steps reasonably necessary to contain and
control such release and any associated Contamination, (ii) clean up or
otherwise remedy such release and any associated Contamination to the extent
required by, and take any and all other actions required under, applicable
Environmental Laws and (iii) notify and keep Landlord reasonably informed of
such release and response.

         (f) Regardless of any consents granted by Landlord pursuant to Section
16(d) allowing Hazardous Substances upon the Demised Premises, Tenant shall
under no circumstances whatsoever cause or permit (i) any activity on the
Demised Premises which would cause the Demised Premises to become subject to
regulation as a hazardous waste treatment, storage or disposal facility under
RCRA or the regulations promulgated thereunder, (ii) the discharge of Hazardous
Substances into the storm sewer system serving the Project or (iii) the
installation of any underground storage tank or underground piping on or under
the Demised Premises.

          (g) Tenant shall and hereby does indemnify Landlord and hold Landlord
harmless from and against any and all expense, loss, and liability suffered by
Landlord (with the exception of those expenses, losses, and liabilities arising
from Landlord's own negligence or willful act), by reason of the storage,
generation, release, handling, treatment, transportation, disposal, or
arrangement for transportation or disposal, of any Hazardous Substances (whether
accidental, intentional. or negligent) by Tenant or Tenant's Affiliates or by
reason of Tenant's breach of any of the provisions of this Section 16. Such
expenses, losses and liabilities shall include, without limitation, (i) any and
all expenses that Landlord may incur to comply with any Environmental Laws; (ii)
any and all costs that Landlord may incur in studying or remedying any
Contamination; at or arising from the Demised Premises, the Building, or the
Project, (iii) any and all costs that Landlord may incur in studying, removing,
disposing or




                                      -8-
<PAGE>   11
otherwise addressing any Hazardous Substances: (iv) any and all fines, penalties
or other sanctions assessed upon Landlord; and (v) any and all legal and
professional fees and costs incurred by Landlord in connection with the
foregoing. The indemnity contained herein shall survive the termination or
expiration of this Lease.

     17.  Construction of Demised Premises.

          (a)  Within thirty (30) days after the Lease Date, Landlord shall
prepare, at Landlord's sole cost and expense, and submit to Tenant a set of
plans and specifications and/or construction drawings (collectively, the "Plans
and Specifications") based on the preliminary plans and specifications and/or
preliminary floor plans set forth on Exhibit B attached hereto and incorporated
herein, covering all work to be performed by Landlord in constructing the
Improvements (as defined in Section 8(a)(ii)). Tenant shall have five (5)
business days after receipt to approve the Plans and Specifications. If Tenant
fails to approve the Plans and Specifications by such date or if Tenant requests
any changes to the Plans and Specifications, and, as a result thereof,
completion of construction of the Improvements is delayed beyond the Lease
Commencement Date, the Term and Tenant's obligation to pay rent hereunder shall
nevertheless begin on the Lease Commencement Date and the Base Rent Commencement
Date, as the case may be. After Tenant has approved the Plans and
Specifications, any subsequent changes to the Plans and Specifications requested
by Tenant shall be at Tenant's sole cost and expense and subject to Landlord's
written approval.

          (b)  Landlord shall use reasonable speed and diligence to 
substantially complete the Improvements in a good and workmanlike manner, at
Landlord's sole cost and expense, and have the Demised Premises ready for
occupancy on or before the Lease Commencement Date set forth in Section 1(f). If
the Demised Premises are not substantially complete on that date, such failure
to complete shall not in any way affect the obligation of Tenant hereunder
except that the Lease Commencement Date, the Base Rent Commencement Date, and
the Expiration Date shall be postponed one day for each day substantial
completion is delayed until the Demised Premises are substantially complete,
unless the delay is caused by Tenant's failure to approve the Plans and
Specifications as set forth in Section 17(a) or by change orders requested by
Tenant after approval of the Plans and Specifications. No liability whatsoever
shall arise or accrue against Landlord by reason of its failure to deliver or
afford possession of the Demised Premises, and Tenant hereby releases and
discharges Landlord from and of any claims for damage, loss, or injury of every
kind whatsoever as if this Lease were never executed.

          (c)  Upon substantial completion of the Demised Premises, a
representative of Landlord and a representative of Tenant together shall inspect
the Demised Premises and generate a punchlist of defective or uncompleted items
relating to the completion of construction: of the Improvements (the
"Punchlist"). Landlord shall, within a reasonable time after the Punchlist is
prepared and agreed upon by Landlord and Tenant, complete such incomplete work
and remedy such defective work as is set forth on the Punchlist. All
construction work performed by Landlord shall be deemed approved by Tenant in
all respects except for items of said work which are not completed or do not
conform to the Plans and Specifications and which are included on the Punchlist.

          (d)  Upon substantial completion of the Demised Premises and the
creation of the Punchlist, Tenant shall execute and deliver to Landlord a letter
of acceptance in which Tenant (i) accepts the Demised Premises subject only to
Landlord's completion of the items listed on the Punchlist and (ii) confirms
that the Lease Commencement Date, the Base Rent Commencement Date and the
Expiration Date remain as set forth in Section 1, or if revised pursuant to the
terms hereof, setting forth such dates as so revised.

          (e)  Landlord hereby warrants to Tenant that the materials and
equipment furnished by Landlord's contractors in the completion of the
Improvements will be of good quality and new, that during the one (1) year
period following the Lease Commencement Date, such materials and equipment and
the work of such contractors shall be free from defects not inherent in the
quality required or permitted hereunder, and that such work will conform to the
Plans and Specifications. This warranty shall exclude damages or defects caused
by Tenant or Tenant's Affiliates, improper or insufficient maintenance, improper
operation, or normal wear and tear under normal usage.

     18.  Tenant Alterations and Additions. Except for non-structural, interior
alterations or improvements totaling $5,000 individually and $15,000 in the
aggregate, Tenant shall not make or permit to be made any alterations,
improvements, or additions to the Demised Premises (a "Tenant's Change"),
without first obtaining on each occasion Landlord's prior written consent (which
consent Landlord agrees not unreasonably to withhold) and Lender's prior written
consent (if such consent is required). As part of its approval process, Landlord
may require that Tenant submit plans and specifications to Landlord, for
Landlord's approval or disapproval, which approval shall not be unreasonably
withheld. All Tenant's Changes shall be performed in accordance with all legal
requirements applicable thereto and in a good and workmanlike manner with
first-class materials. Tenant shall maintain insurance reasonably satisfactory
to Landlord during the construction of all Tenant's Changes. If Landlord at the
time of giving its approval to any Tenant's Change notifies Tenant in writing
that approval is conditioned upon restoration, then Tenant shall, at its sole
cost and expense and upon the termination or expiration of this Lease, remove
the same and restore the Demised Premises to its condition prior to such
Tenant's Change. No Tenant's Change shall be structural in nature or impair the
structural strength of the Building or




                                      -9-
<PAGE>   12



reduce its value. Tenant shall pay the full cost of any Tenant's Change and
shall give Landlord such reasonable security as may be requested by Landlord to
insure payment of such cost. Except as otherwise provided herein and in Section
12, all Tenant's Changes and all repairs and all other property attached to or
installed on the Demised Premises by or on behalf of Tenant shall immediately
upon completion or installation thereof be and become part of the Demised
Premises and the property of Landlord without payment therefor by Landlord and
shall be surrendered to Landlord upon the expiration or earlier termination of
this Lease.

     19.  Services by Landlord. Landlord shall be responsible for providing for
maintenance of the Building Common Area and as required by Section 10(b), and
for no other services whatsoever. Tenant, by payment of Tenant's share of the
Operating Expenses, shall pay Tenant's pro rata share of the expenses incurred
by Landlord hereunder.

     20.  Fire and Other Casualty. In the event the Demised Premises are damaged
by fire or other casualty insured by Landlord, Landlord agrees to promptly
restore and repair the Demised Premises at Landlord's expense, including the
Improvements to be insured by Tenant but only to the extent Landlord receives
insurance proceeds therefor, including the proceeds from the insurance required
to be carried by Tenant on the Improvements. Notwithstanding the foregoing, in
the event that the Demised Premises are (i) in the reasonable opinion of
Landlord, so destroyed that they cannot be repaired or rebuilt within two
hundred seventy (270) days after the date of such damage, or (ii) destroyed by a
casualty which is not covered by Landlord's insurance, or if such casualty is
covered by Landlord's insurance but Lender or other party entitled to insurance
proceeds fails to make such proceeds available to Landlord in an amount
sufficient for restoration of the Demised Premises, then Landlord shall give
written notice to Tenant of such determination (the "Determination Notice")
within sixty (60) days of such casualty. Either Landlord or Tenant may terminate
and cancel this Lease effective as of the date of such casualty by giving
written notice to the other party within thirty (30) days after Tenant's receipt
of the Determination Notice. Upon the giving of such termination notice, all
obligations hereunder with respect to periods from and after the effective date
of termination shall thereupon cease and terminate. If no such termination
notice is given, Landlord shall, to the extent of the available insurance
proceeds, make such repair or restoration of the Demised Premises to the
approximate condition existing prior to such casualty, promptly and in such
manner as not to unreasonably interfere with Tenant's use and occupancy of the
Demised Premises (if Tenant is still occupying the Demised Premises). Base Rent
and Additional Rent shall proportionately abate during the time that the Demised
Premises or any part thereof are unusable by reason of any such damage thereto.

     21.  Condemnation.

          (a) If all of the Demised Premises is taken or condemned for a public
or quasi-public use, or if a material portion of the Demised Premises is taken
or condemned for a public or quasi-public use and the remaining portion thereof
is not usable by Tenant in the reasonable business judgment of Tenant, this
Lease shall terminate as of the earlier of the date title to the condemned real
estate vests in the condemnor or the date on which Tenant is deprived of
possession of the Demised Premises. In such event, the Base Rent herein reserved
and all Additional Rent and other sums payable hereunder shall be apportioned
and paid in full by Tenant to Landlord to that date, all Base Rent. Additional
Rent and other sums payable hereunder prepaid for periods beyond that date shall
forthwith be repaid by Landlord to Tenant, and neither party shall thereafter
have any liability hereunder, except that any obligation or liability of either
party, actual or contingent, under this Lease which has accrued on or prior to
such termination date shall survive.

          (b) If only part of the Demised Premises is taken or condemned for a
public or quasi-public use and this Lease does not terminate pursuant to Section
21(a), Landlord shall, to the extent of the award it receives, restore the
Demised Premises to a condition and to a size as nearly comparable as reasonably
possible to the condition and size thereof immediately prior to the taking, and
there shall be an equitable adjustment to the Base Rent and Additional Rent
according to the value of the Demised Premises before and after the taking.

          (c) Landlord shall be entitled to receive the entire award in any
proceeding with respect to any taking provided for in this Section 21, without
deduction therefrom for any estate vested in Tenant by this Lease, and Tenant
shall receive no part of such award. Nothing herein contained shall be deemed to
prohibit Tenant from making a separate claim, against the condemnor, to the
extent permitted by law, for the value of Tenant's moveable trade fixtures,
machinery and moving expenses, provided that the making of such claim shall not
and does not adversely affect or diminish Landlord's award.

          (d) If a material portion of the Building Common Area is taken or
condemned for a public or quasi-public use (regardless of whether any portion of
the Demised Premises is so taken) such that the Demised Premises or the
remaining portion thereof is not usable by Tenant in the reasonable business
judgment of Tenant, Tenant may elect by giving written notice to Landlord to
terminate this Lease, whereupon this Lease shall terminate and Base Rent,
Additional Rent and other sums payable hereunder shall be apportioned as
provided in Section 21(a).



                                      -10-
<PAGE>   13
     22.  Tenant's Default.

          (a)  The occurrence of any one or more or the following events shall
constitute an "Event of Default" of Tenant under this Lease:

                    (i)    if Tenant fails to pay Base Rent or any Additional 
Rent hereunder as and when such rent becomes due and such failure shall continue
for more than ten (10) days after receipt of written notice from Landlord of
such failure; provided, however, that if Tenant fails to pay Base Rent or any
Additional Rent on time more than three (3) times in any period of twelve (12)
months, Landlord shall not be obligated to notify Tenant of such additional
failure and Tenant shall not have any cure period during the remainder of such
twelve (12) month period;

                    (ii)   Reserved;

                    (iii)  Reserved;

                    (iv)   if Tenant permits to be done anything which creates a
lien upon the Demised Premises and fails to discharge or bond such lien, or post
security with Landlord acceptable to Landlord within thirty (30) days after
receipt by Tenant of written notice thereof;

                    (v)    if Tenant fails to maintain in force all policies of
insurance required by this Lease and such failure shall continue for more than
ten (10) days after Landlord gives Tenant written notice of such failure;

                    (vi)   if any petition is filed by or against Tenant or any
guarantor of this Lease under any present or future section or chapter of the
Bankruptcy Code, or under any similar law or statute of the United States or
any state thereof (which, in the case of an involuntary proceeding, is not
permanently discharged, dismissed, stayed, or vacated, as the case may be,
within sixty (60) days of commencement), or if any order for relief shall be
entered against Tenant or any guarantor of this Lease in any such proceedings;

                    (vii)   if Tenant or any guarantor of this Lease becomes
insolvent or makes a transfer in fraud of creditors or makes an assignment for
the benefit of creditors;

                    (viii)  if a receiver, custodian, or trustee is appointed 
for the Demised Premises or for all or substantially all of the assets of
Tenant or of any guarantor of this Lease, which appointment is not vacated
within sixty (60) days following the date of such appointment; or
        
                    (ix)   if Tenant fails to perform or observe any other term
of this Lease and such failure shall continue for more than thirty (30) days
after Landlord gives Tenant written notice of such failure, or, if such failure
cannot be corrected within such thirty (30) day period, if Tenant does not
commence to correct such default within said thirty (30) day period and
thereafter diligently prosecute the correction of same to completion within a
reasonable time.

          (b)  Upon the occurrence of any one or more Events of Default,
Landlord may, at Landlord's option, without any demand or notice whatsoever
(except as expressly required in this Section 22):

                    (i)    Terminate this Lease by giving Tenant notice of
termination, in which event this Lease shall expire and terminate on the date
specified in such notice of termination and all rights of Tenant under this
Lease and in and to the Demised Premises shall terminate. Tenant shall remain
liable for all obligations under this Lease arising up to the date of such
termination, and Tenant shall surrender the Demised Premises to Landlord on the
date specified in such notice; or

                    (ii)   Terminate this Lease as provided in Section 22(b)(i)
hereof and recover from Tenant all damages Landlord may incur by reason of
Tenant's default, including, without limitation, an amount which, at the date of
such termination, is calculated as follows: (1) the value of the excess, if
any, of (A) the Base Rent, Additional Rent and all other sums which would have
been payable hereunder by Tenant for the period commencing with the day
following the date of such termination and ending with the Expiration Date had
this Lease not been terminated (the "Remaining Term"), over (B) the aggregate
reasonable rental value of the Demised Premises for the Remaining Term (which
excess, if any shall be discounted to present value at the "Treasury Yield" as
defined below for the Remaining Term); plus (2) the costs of recovering
possession of the Demised Premises and all other expenses incurred by Landlord
due to Tenant's default, including, without limitation, reasonable attorney's
fees; plus (3) the unpaid Base Rent and Additional Rent earned as of the date of
termination plus any interest and late fees due hereunder, plus other sums of
money and damages owing on the date of termination by Tenant to Landlord under
this Lease or in connection with the Demised Premises. The amount as calculated
above shall be deemed immediately due and payable. The payment of the amount
calculated in subparagraph (ii)(1) shall not be deemed a penalty but shall
merely constitute payment of liquidated damages, it being understood and
acknowledged by Landlord and Tenant that actual damages to Landlord are
extremely difficult, if not impossible, to ascertain. "Treasury Yield" shall
mean the rate of return in percent per annum of Treasury Constant Maturities for
the length of time specified as published in document


                                      -11-

<PAGE>   14



H.15(519) (presently published by the Board of Governors of the U.S. Federal
Reserve System titled "Federal Reserve Statistical Release") for the calendar
week immediately preceding the calendar week in which the termination occurs. If
the rate of return of Treasury Constant Maturities for the calendar week in
question is not published on or before the business day preceding the date of
the Treasury Yield in question is to become effective, then the Treasury Yield
shall be based upon the rate of return of Treasury Constant Maturities for the
length of time specified for the most recent calendar week for which such
publication has occurred. If no rate of return for Treasury Constant Maturities
is published for the specific length of time specified, the Treasury Yield for
such length of time shall be the weighted average of the rates of return of
Treasury Constant Maturities most nearly corresponding to the length of the
applicable period specified. If the publishing of the rate of return of Treasury
Constant Maturities is ever discontinued, then the Treasury Yield shall be based
upon the index which is published by the Board of Governors of the U.S. Federal
Reserve System in replacement thereof or, if no such replacement index is
published, the index which, in Landlord's reasonable determination, most nearly
corresponds to the rate of return of Treasury Constant Maturities. In
determining the aggregate reasonable rental value pursuant to subparagraph
(ii)(1)(B) above, the parties hereby agree that, at the time Landlord seeks to
enforce this remedy, all relevant factors should be considered, including, but
not limited to, (a) the length of time remaining in the Term, (b) the then
current market conditions in the general area in which the Building is located,
(c) the likelihood of reletting the Demised Premises for a period of time equal
to the remainder of the Term, (d) the net effective rental rates then being
obtained by landlords for similar type space of similar size in similar type
buildings in the general area in which the Building is located, (e) the vacancy
levels in the general area in which the Building is located, (f) current levels
of new construction that will be completed during the remainder of the Term and
how this construction will likely affect vacancy rates and rental rates and (g)
inflation; or

                    (iii)  Intentionally Omitted

                    (iv)   Without terminating this Lease, in its own name but
as agent for Tenant, enter into and upon and take possession of the Demised
Premises or any part thereof. Any property remaining in the Demised Premises may
be removed and stored in a warehouse or elsewhere at the cost of, and for the
account of, Tenant without Landlord being deemed guilty of trespass or becoming
liable for any loss or damage which may be occasioned thereby unless caused by
Landlord's negligence. Thereafter, Landlord may, but shall not be obligated to,
lease to a third party the Demised Premises or any portion thereof as the agent
of Tenant upon such terms and conditions as Landlord may deem necessary or
desirable in order to relet the Demised Premises, unless Landlord is required to
mitigate its damages by law and then only to the extent required by law. The
remainder of any rentals received by Landlord from such reletting, after the
payment of any indebtedness due hereunder from Tenant to Landlord, and the
payment of any costs and expenses of such reletting, shall be held by Landlord
to the extent of and for application in payment of future rent owed by Tenant,
if any, as the same may become due and payable hereunder. If such rentals
received from such reletting shall at any time or from time to time be less than
sufficient to pay to Landlord the entire sums then due from Tenant hereunder,
Tenant shall pay any such deficiency to Landlord. Notwithstanding any such
reletting without termination, Landlord may at any time thereafter elect to
terminate this Lease for any such previous default provided same has not been
cured; or

                    (v)    Without terminating this Lease, and with or without
notice to Tenant, enter into and upon the Demised Premises and, without being
liable for prosecution or any claim for damages therefor, maintain the Demised
Premises and repair or replace any damage thereto or do anything or make any
payment for which Tenant is responsible hereunder. Tenant shall reimburse
Landlord immediately upon demand for any expenses which Landlord incurs in thus
effecting Tenant's compliance under this Lease and Landlord shall not be liable
to Tenant for any damages with respect thereto; or

                    (vi)   Without liability to Tenant or any other party and
without constituting a constructive or actual eviction, suspend or discontinue
furnishing or rendering to Tenant any property, material, labor, utilities or
other service, wherever Landlord is obligated to furnish or render the same so
long as an Event of Default exists under this Lease; or

                    (vii)  With or without terminating this Lease, allow the
Demised Premises to remain unoccupied and collect rent from Tenant as it comes
due, unless Landlord is required to mitigate its damages by law and then only to
the extent required by law; or

                    (viii) Pursue such other remedies as are available at law or
equity.

          (c)  If this Lease shall terminate as a result of or while there
exists an Event of Default hereunder, any funds of Tenant held by Landlord may
be applied by Landlord to any damages payable by Tenant (whether provided for
herein or by law) as a result of such termination or default.

          (d)  Landlord may bring successive actions against Tenant to recover
rents as they accrue.

          (e)  No agreement to accept a surrender of the Demised Premises and no
act or omission by Landlord or Landlord's agents during the Term shall
constitute an acceptance or surrender of

                                      -12-

<PAGE>   15
the Demised Premises unless made in writing and signed by Landlord. No re-entry
or taking possession of the Demised Premises by Landlord shall constitute an
election by Landlord to terminate this Lease unless a written notice of such
intention is given to Tenant. No provision of this Lease shall be deemed to have
been waived by either party unless such waiver is in writing and signed by the
party making such waiver. Landlord's acceptance of Base Rent or Additional Rent
in full or in part following an Event of Default hereunder shall not be
construed as a waiver of such Event of Default. No custom or practice which may
grow up between the parties in connection with the terms of this Lease shall be
construed to waive or lessen either party's right to insist upon strict
performance of the terms of this Lease, without a written notice thereof to the
other party.

          (f)  If an Event of Default shall occur, Tenant shall pay to Landlord,
on demand, all expenses incurred by Landlord as a result thereof, including
reasonable attorneys' fees, court costs and expenses actually incurred.

     23.  Landlord's Right of Entry. Tenant agrees to permit Landlord and the
authorized representatives of Landlord and of Lender to enter upon the Demised
Premises at all reasonable times for the purposes of inspecting the Demised
Premises and Tenant's compliance with this Lease, and making any necessary
repairs thereto; provided that, except in the case of an emergency, Landlord
shall give Tenant reasonable prior notice of Landlord's intended entry upon the
Demised Premises. Nothing herein shall imply any duty upon the part of Landlord
to do any work required of Tenant hereunder, and the performance thereof by
Landlord shall not constitute a waiver of Tenant's default in failing to perform
it. Landlord shall not be liable for inconvenience, annoyance, disturbance or
other damage to Tenant by reason of making such repairs or the performance of
such work in the Demised Premises or on account of bringing materials, supplies
and equipment into or through the Demised Premises during the course thereof,
and the obligations of Tenant under this Lease shall not thereby be affected;
provided however, that Landlord shall use reasonable efforts not to disturb or
otherwise interfere with Tenant's operations in the Demised Premises in making
such repairs or performing such work. Landlord also shall have the right to
enter the Demised Premises at all reasonable times upon prior notice to Tenant
to exhibit the Demised Premises to any prospective purchaser or mortgagee, and
during the final six (6) months of the Term, to prospective tenants.

     24.  Lender's Rights.

          (a)  For purposes of this Lease:

                    (i)    "Lender" as used herein means the current holder of 
a Mortgage;

                    (ii)   "Mortgage" as used herein means any or all 
mortgages, deeds to secure debt, deeds of trust or other instruments in the
nature thereof which may now or hereafter affect or encumber Landlord's title to
the Demised Premises, and any amendments, modifications, extensions or renewals
thereof.

          (b)  This Lease and all rights of Tenant hereunder are and shall be
subject and subordinate to the lien and security title of any Mortgage. Tenant
recognizes and acknowledges the right of Lender to foreclose or exercise the
power of sale against the Demised Premises under any Mortgage. Notwithstanding
anything to the contrary contained in this Section 24, this Lease and all rights
of Tenant hereunder are and shall be subject and subordinate to the lien and
security title of any Mortgage created after the Lease Date provided that the
holder of said Mortgage agrees not to disturb Tenant's possession of the Demised
Premises so long as Tenant is not in default hereunder, as evidenced by a
subordination and non-disturbance agreement signed by said holder which
agreement may include (i) the conditions contained in Section 24(e) below, 
(ii) a requirement that said holder be given notice and opportunity to cure a
landlord default and (iii) other provisions customarily required by lenders.
Tenant shall promptly execute such a subordination and non-disturbance agreement
upon Landlord's request.

          (c)  Tenant shall, in confirmation of the subordination set forth in
Section 24(b) and notwithstanding the fact that such subordination is
self-operative, and no further instrument or subordination shall be necessary,
upon demand, at any time or times, execute, acknowledge, and deliver to Landlord
or to Lender any and all instruments requested by either of them to evidence
such subordination.

          (d)  At any time during the Term, Landlord may, by written notice to
Tenant, make this Lease superior to the lien of any Mortgage. If requested by
Lender, Tenant shall, upon demand, at any time or times, execute, acknowledge,
and deliver to Lender, any and all instruments that may be necessary to make
this Lease superior to the lien of any Mortgage.

          (e)  If Lender (or Lender's nominee, or other purchaser at
foreclosure) shall hereafter succeed to the rights of Landlord under this Lease,
whether through possession or foreclosure action or delivery of a new lease,
Tenant shall, if requested by such successor, attorn to and recognize such
successor as Tenant's landlord under this Lease without change in the terms and
provisions of this Lease and shall promptly execute and deliver any instrument
that may be necessary to evidence such attornment, provided that such successor
shall not be bound by (i) any payment of Base Rent or Additional Rent for more
than one month in advance, except prepayments in the nature of security for the
performance by

                                      -13-

<PAGE>   16



Tenant of its obligations under this Lease, and then only if such prepayments
have been deposited with and are under the control of such successor, (ii) any
provision of any amendment to the Lease to which Lender has not consented, (iii)
the defaults of any prior landlord under this Lease except defaults of which
Lender had been notified prior to succeeding to Landlord's interest, or (iv) any
offset rights arising out of the defaults of any prior landlord under this Lease
except defaults of which Lender had been notified prior to succeeding to
Landlord's interest. Upon such attornment, this Lease shall continue in full
force and effect as a direct lease between each successor landlord and Tenant,
subject to all of the terms, covenants and conditions of this Lease.

          (f)  In the event there is a Mortgage at any time during the Term,
Landlord shall use its good faith efforts to cause the Lender to enter into a
subordination, nondisturbance and attornment agreement with Tenant reasonably
satisfactory to Tenant and consistent with this Section 24.

     25.  Estoppel Certificate. Landlord and Tenant agree, at any time, and from
time to time, within fifteen (15) days after written request of the other, to
execute, acknowledge and deliver a statement in writing in recordable form to
the requesting party and/or its designee certifying that: (i) this Lease is
unmodified and in full force and effect (or, if there have been modifications,
that the same is in full force and effect, as modified), (ii) the dates to which
Base Rent, Additional Rent and other charges have been paid, (iii) whether or
not, to the best of its knowledge, there exists any failure by the requesting
party to perform any term, covenant or condition contained in this Lease, and,
if so, specifying each such failure, (iv) (if such be the case) Tenant has
unconditionally accepted the Demised Premises and is conducting its business
therein, and (v) and as to such additional matters as may be requested, it being
intended that any such statement delivered pursuant hereto may be relied upon by
the requesting party and by any purchaser of title to the Demised Premises or by
any mortgagee or any assignee thereof or any party to any sale-leaseback of the
Demised Premises, or the landlord under a ground lease affecting the Demised
Premises.

     26.  Landlord Liability. No owner of the Demised Premises, whether or not
named herein, shall have liability hereunder after it ceases to hold title to
the Demised Premises, except for the Security Deposit (unless transferred
pursuant to Section 5 of this Lease). Neither Landlord nor any officer,
director, shareholder, partner or principal of Landlord, whether disclosed or
undisclosed, shall be under any personal liability with respect to any of the
provisions of this Lease. In the event Landlord is in breach or default with
respect to Landlord's obligations or otherwise under this Lease, Tenant shall
look solely to the equity of Landlord in the Building for the satisfaction of
Tenant's remedies. It is expressly understood and agreed that Landlord's
liability under the terms, covenants, conditions, warranties and obligations of
this Lease shall in no event exceed the loss of Landlord's equity interest in
the Building.

     27.  Notices. Any notice required or permitted to be given or served by
either party to this Lease shall be deemed given when made in writing, and
either (i) personally delivered, (ii) deposited with the United States Postal
Service, postage prepaid by registered or certified mail, return receipt
requested, or (iii) delivered by licensed overnight delivery service providing
proof of delivery, properly addressed to the address set forth in Section 1(m)
(as the same may be changed by giving written notice of the aforesaid in
accordance with this Section 27). If any notice mailed is properly addressed
with appropriate postage but returned for any reason, such notice shall be
deemed to be effective notice and to be given on the date of mailing.

     28.  Brokers. Tenant represents and warrants to Landlord that, except for
those parties set forth in Section 1(o) (the "Brokers"), Tenant has not engaged
or had any conversations or negotiations with any broker, finder or other third
party concerning the leasing of the Demised Premises to Tenant who would be
entitled to any commission or fee based on the execution of this Lease. Tenant
hereby further represents and warrants to Landlord that Tenant is not receiving
and is not entitled to receive any rebate, payment or other remuneration, either
directly or indirectly, from the Brokers, and that it is not otherwise sharing
in or entitled to share in any commission or fee paid to the Brokers by Landlord
or any other party in connection with the execution of this Lease, either
directly or indirectly. Tenant hereby indemnifies Landlord against and from any
claims by persons claiming by, through or under Tenant for any brokerage
commissions (except those payable to the Brokers, all of which are payable by
Landlord pursuant to a separate agreement) and all costs, expenses and
liabilities in connection therewith, including, without limitation, reasonable
attorneys' fees and expenses, for any breach of the foregoing. Landlord hereby
indemnifies Tenant against and from any claims by persons claiming by, through
or under Landlord under written agreements with Landlord for any brokerage
commissions and all costs, expenses and liabilities in connection therewith,
including, without limitation, reasonable attorneys' fees and expenses. The
foregoing indemnifications shall survive the termination of this Lease for any
reason.

     29.  Assignment and Subleasing. (a) Tenant may not assign, mortgage,
pledge, encumber or otherwise transfer this Lease, or any interest hereunder, or
sublet the Demised Premises, in whole or in part, without on each occasion first
obtaining the prior express written consent of Landlord, which consent Landlord
shall not unreasonably withhold. Any change in control of Tenant resulting from
a merger, consolidation, stock transfer or asset sale shall be considered an
assignment or transfer which requires Landlord's prior written consent.
Notwithstanding the foregoing, Tenant may assign this Lease or sublet the
Demised Premises, in whole or in part, to a corporation or other entity
controlled by or under common control with Tenant; moreover, a transfer of
beneficial interests in Tenant to family members (or trust(s) for the benefit of
family members) of the current shareholders of Tenant shall not be subject to
Landlord's consent. For purposes of this Section 29, by way of example and not
limitation, Landlord shall

                                      -14-

<PAGE>   17
be deemed to have reasonably withheld consent if Landlord determines that (i)
the prospective assignee or subtenant is not of a financial strength similar to
Tenant as of the Lease Date, (ii) that the prospective assignee or subtenant
has a poor business reputation, (iii) that the proposed use of the Demised
Premises by such prospective assignee or subtenant (including, without
limitation, a use involving the use or handling of Hazardous Substances) will
negatively affect the value or marketability of the Building or the Project or
(iv) the prospective assignee or subtenant is a current tenant in the Project
or is a bona-fide third-party prospective tenant.

          (b)  If Tenant desires to assign this Lease or sublet the Demised
Premises or any part thereof, Tenant shall give Landlord written notice no later
than forty-five (45) days in advance of the proposed effective date of any
proposed assignment or sublease, specifying (i) the name and business of the
proposed assignee or sublessee, (ii) the amount and location of the space within
the Demised Premises proposed to be subleased, (iii) the proposed effective date
and duration of the assignment or subletting and (iv) the proposed rent or
consideration to be paid to Tenant by such assignee or sublessee. Tenant shall
promptly supply Landlord with financial statements and other information readily
available to Tenant as Landlord may reasonably request to evaluate the proposed
assignment or sublease. Landlord shall have a period of thirty (30) days
following receipt of such notice and other information requested by Landlord
within which to notify Tenant in writing that Landlord elects: (i) to permit
Tenant to assign or sublet such space; provided, however, that, if the rent rate
agreed upon between Tenant and its proposed subtenant is greater than the rent
rate that Tenant must pay Landlord hereunder for that portion of the Demised
Promises, or if any consideration shall be promised to or received by Tenant in
connection with such proposed assignment or sublease (in addition to rent), then
one half (1/2) of such excess rent and other consideration (after payment of
brokerage commissions, attorneys' fees and other disbursements reasonably
incurred by Tenant for such assignment and subletting if acceptable evidence of
such disbursements is delivered to Landlord) shall be considered Additional Rent
owed by Tenant to Landlord, and shall be paid by Tenant to Landlord, in the case
of excess rent, in the same manner that Tenant pays Base Rent and, in the case
of any other consideration, within ten (10) business days after receipt thereof
by Tenant; or (ii) to refuse, in Landlord's reasonable discretion (taking into
account all relevant factors including, without limitation, the factors set
forth in the Section 29(a) above), to consent to Tenant's assignment or
subleasing of such space and to continue this Lease in full force and effect as
to the entire Demised Premises. If Landlord should fail to notify Tenant in
writing of such election within the aforesaid thirty (30) day period, Landlord
shall be deemed to have elected option (ii) above. Tenant agrees to reimburse
Landlord for reasonable legal fees and any other reasonable costs incurred by
Landlord in connection with any requested assignment or subletting, and such
payments shall not be deducted from the Additional Rent owed to Landlord
pursuant to subsection (i) above. Tenant shall deliver to Landlord copies of all
documents executed in connection with any permitted assignment or subletting,
which documents shall be in form and substance reasonably satisfactory to
Landlord and which shall require such assignee to assume performance of all
terms of this Lease on Tenant's part to be performed.

          (c)  No acceptance by Landlord of any rent or any other sum of money
from any assignee, sublessee or other category of transferee shall be deemed to
constitute Landlord's consent to any assignment, sublease, or transfer.
Permitted subtenants or assignees shall become liable directly to Landlord for
all obligations of Tenant hereunder, without, however, relieving Tenant of any
of its liability hereunder. No such assignment, subletting, occupancy or
collection shall be deemed the acceptance of the assignee, tenant or occupant,
as Tenant, or a release of Tenant from the further performance by Tenant of
Tenant's obligations under this Lease. Any assignment or sublease consented to
by Landlord shall not relieve Tenant (or its assignee) from obtaining Landlord's
consent to any subsequent assignment or sublease.

     30.  Termination or Expiration.

          (a)  No termination of this Lease prior to the normal ending thereof,
by lapse of time or otherwise, shall affect Landlord's right to collect rent for
the period prior to termination thereof.

          (b)  At the expiration or earlier termination of the Term of this
Lease, Tenant shall surrender the Demised Premises and all improvements,
alterations and additions thereto, and keys therefor to Landlord, clean and
neat, and in the same condition as at the Lease Commencement Date, excepting
normal wear and tear, condemnation and casualty other than that required to be
insured against by Tenant hereunder.

          (c)  If Tenant remains in possession of the Demised Premises after
expiration of the Term, with or without Landlord's acquiescence and without any
express agreement of the parties, Tenant shall be a tenant-at-sufferance at one
hundred fifty Percent (150%) of the Base Rent in effect at the end of the
Term. Tenant shall also continue to pay all other Additional Rent due hereunder,
and there shall be no renewal of this Lease by operation of law. In addition to
the foregoing, Tenant shall be liable for all damages, direct and consequential,
incurred by Landlord as a result of such holdover. No receipt of money by
Landlord from Tenant after the termination of this Lease or Tenant's right of
possession of the Demised Premises shall reinstate, continue or extend the
Term or Tenant's right of possession.


     31.  Reserved.

     32.  Late Payments. In the event any Installment of rent, inclusive of Base
Rent, or Additional Rent or other sums due hereunder, if any, is not paid (i)
within five (5) days after

                                      -15-
<PAGE>   18
Tenant's receipt of written notice of such failure to pay on the first occasion
during any twelve (12) month period, or (ii) as and when due with respect to any
subsequent late payments in any twelve (12) month period. Tenant shall pay an
administrative fee equal to five percent (5%) of such past due amount, plus
interest on the amount past due at the lesser of (i) the maximum interest rate
allowed by law or (ii) a rate of fifteen percent (15%) per annum (the "Interest
Rate") to defray the additional expenses incurred by Landlord in processing such
payment.

     33.  Rules and Regulations. Tenant agrees to abide by the rules and
regulations set forth on Exhibit D attached hereto, as well as other rules and
regulations reasonably promulgated by Landlord from time to time, so long as
such rules and regulations are uniformly enforced against all tenants of
Landlord in the Building. In the event of any inconsistency or conflict between
such rules and regulations and the terms and provisions of this Lease, the terms
and provisions of this Lease shall be controlling.

     34.  Quiet Enjoyment. So long as Tenant has not committed an Event of
Default hereunder, Landlord agrees that Tenant shall have the right to quietly
use and enjoy the Demised Premises for the Term.

     35.  Miscellaneous.

          (a)  The parties hereto hereby covenant and agree that Landlord shall
receive the Base Rent, Additional Rent and all other sums payable by Tenant
hereinabove provided as net income from the Demised Premises, without any
abatement (except as set forth in Section 20 and Section 21), reduction,
set-off, counterclaim, defense or deduction whatsoever.

          (b)  If any clause or provision of this Lease is determined to be
illegal, invalid or unenforceable under present or future laws effective during
the Term, 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 that in lieu of
such illegal, invalid or unenforceable clause or provision there shall be
substituted a clause or provision as similar in terms to such illegal, invalid
or unenforceable clause or provision as may be possible and be legal, valid and
enforceable.

          (c)  All rights, powers, and privileges conferred hereunder upon the
parties hereto shall be cumulative, but not restrictive to those given by law.

          (d)  TIME IS OF THE ESSENCE OF THIS LEASE.

          (e)  No failure of Landlord or Tenant to exercise any power given
Landlord or Tenant hereunder or to insist upon strict compliance by Landlord or
Tenant with its obligations hereunder, and no custom or practice of the parties
at variance with the terms hereof shall constitute a waiver of Landlord's or
Tenant's rights to demand exact compliance with the terms hereof.

          (f)  This Lease contains the entire agreement of the parties hereto as
to the subject matter of this Lease and no representations, inducements,
promises or agreements, oral or otherwise, between the parties not embodied
herein shall be of any force and effect. The masculine (or neuter) pronoun,
singular number shall include the masculine, feminine and neuter gender and the
singular and plural number.

          (g)  This Lease shall create the relationship of landlord and tenant
between Landlord and Tenant; and is not assignable by Tenant except as
expressly set forth herein.

          (h)  Landlord and Tenant agree to execute, upon request of the other,
a memorandum of this Lease in recordable form and the requesting party shall pay
the costs and charges for the recording of such memorandum of lease. Under no
circumstances shall Tenant have the right to record this Lease.

          (i)  The captions of this Lease are for convenience only and are not a
part of this Lease, and do not in any way define, limit, describe or amplify
the terms or provisions of this Lease or the scope or intent thereof.

          (j)  This Lease may be executed in multiple counterparts, each of
which shall constitute an original, but all of which taken together shall
constitute one and the same agreement.

          (k)  This Lease shall be interpreted under the laws of the State where
the Demised Premises are located.

          (l)  The parties acknowledge that this Lease is the result of
negotiations between the parties, and in construing any ambiguity hereunder no
presumption shall be made in favor of either party. No inference shall be made
from any item which has been stricken from this Lease other than the deletion of
such item.

     36.  Special Stipulations. The Special Stipulations, if any, attached
hereto as Exhibit C, are incorporated herein and made a part hereof, and to the
extent of any conflict between the foregoing provisions and the Special
Stipulations, the Special Stipulations shall govern and control.

                                      -16-

<PAGE>   19


     37.  Lease Date. For purposes of this Lease, the term "Lease Date" shall
mean the later date upon which this Lease is signed by Landlord and Tenant.

     38.  Authority. If Tenant is not a natural person. Tenant shall cause its
corporate secretary or general partner, as applicable, to execute the
certificate attached hereto as Exhibit E. Tenant is authorized by all required
corporate or partnership action to enter into this Lease and the individual(s)
signing this Lease on behalf of Tenant are each authorized to bind Tenant to its
terms.

     39.  No Offer Until Executed. The submission of this Lease to Tenant for
examination or consideration does not constitute an offer to lease the Demised
Premises and this Lease shall become effective, if at all, only upon the
execution and delivery thereof by Landlord and Tenant.

     IN WITNESS WHEREOF, the parties hereto have hereunto set their hands
under seals, the day and year first above written.

                               LANDLORD:

Date:  July 1, 1997            POST-VALWOOD INC., a Texas corporation
       -------------
                               By: /s/ DAVID N. FARMER
                                  -----------------------------------
                               Name:   David N. Farmer
                                    ---------------------------------
                               Title:  President
                                     --------------------------------


                               TENANT:

Date:  June 26, 1997           NITRO SPORTS CORP., INC., a Texas corporation
       -------------
                               By: /s/ MICHAEL BLUMENFELD
                                  -----------------------------------
                               Name:   Michael Blumenfeld
                                    ---------------------------------
                               Title:  President
                                     --------------------------------


                               Attest: /s/ REENA BLUMENFELD
                                       ------------------------------
                               Name:   Reena Blumenfeld
                                    ---------------------------------
                               Title:  Secretary
                                     --------------------------------


                                      -17-

<PAGE>   20


                                   ATTESTATION

Landlord - Corporation:

STATE OF    Texas
        -------------

COUNTY OF   Dallas
         ------------

               BEFORE ME, a Notary Public in and for said County, personally
appeared David N. Farmer, known to me to be the person(s) who, as President of
Post-Valwood, Inc., the corporation which executed the foregoing instrument in
its capacity as Landlord signed the same, and acknowledged to me that they did
so sign said instrument in the name and upon behalf of said corporation as
officers of said corporation, that the same is their free act and deed as such
officers, respectively, and they were duly authorized thereunto by its board of
directors, and that the seal affixed to said instrument is the corporate seal of
said corporation.

               IN TESTIMONY WHEREOF, I have hereunto subscribed my name, and
affixed my official seal, this 1st day of July, 1997.

[SEAL]                            /s/ EMILY GARZA
                                  ---------------------
                                  Notary Public
                                  My Commission Expires:


Tenant - Corporation:

STATE OF    Texas
        -------------

COUNTY OF   Dallas
         ------------

               BEFORE ME, a Notary Public in and for said County, personally
appeared Michael Blumenfeld and Reena Blumenfeld, known to me to be the
person(s) who, as President and Secretary respectively, of Nitro Sports Corp.,
Inc., the corporation which executed the foregoing instrument in its capacity as
Tenant, signed the same, and acknowledged to me that they did so sign said
instrument in the name and upon behalf of said corporation as officers of said
corporation, that the same is their free act and deed as such officers,
respectively, and they were duly authorized thereunto by its board of
directors; and that the seal affixed to said instrument is the corporate seal
of said corporation.

               IN TESTIMONY WHEREOF, I have hereunto subscribed my name, and
affixed my official seal, this 26th day of June, 1997.

                                    /s/ LESLIE M. CUTHRELL
                                    -----------------------
                                    Notary Public
                                    My Commission Expires:

                                                            [SEAL]




                                      -18-
<PAGE>   21

                                   EXHIBIT A
                          VALWOOD DISTRIBUTION CENTER
                                   30,000 SF


                                    [DIAGRAM]