<PAGE>   1

                                                                   EXHIBIT 10.15

                        [COTTONWOOD Partners Letterhead]

October 14, 1997                                             Via Federal Express


Mr. Tim Severt
World Travel Partners
1055 Lenox Park Blvd.
Suite 420
Atlanta, Georgia 30319

RE: LEASE AGREEMENT / 7557 RAMBLER ROAD

Dear Tim:

For your file, I have enclosed a fully executed lease agreement by and between
4849 Greenville Partners as Landlord and Travel Technologies Group, L.P. as
Tenant, dated September 15, 1997.

Please note, the total number of parking spaces has been reduced from 60 to 55.
I evidently overlooked this point when I reduced the square footage from 14,088
sf to 13,325 sf. In your absence, Terry visited with Steve Reynolds regarding
this reduction and I received verbal from Sherri Wilhelm on behalf of John C.
Alexander.

Please initial the change on your copy, as well as the two attached copies, and
return the two copies to my attention in the enclosed envelope.

If you have any questions, please do not hesitate to contact me at
214/987-4981.

Sincerely,

COTTONWOOD PARTNERS

/s/ Kathy Denny /ab

Kathy Denny
Senior Vice President

KMD/ab

Enclosure - Original Lease Agreement
            2 Copies of Page 2
<PAGE>   2


















                           LEASE AGREEMENT BETWEEN


                 4849 GREENVILLE PARTNERS, AS LANDLORD, AND


                 TRAVEL TECHNOLOGIES GROUP, L.P., AS TENANT


                                 SUITE 1300
                                 ----------

                        7557 RAMBLER RD., DALLAS, TEXAS


                         DATED:  SEPTEMBER 15, 1997
                                 ---------------------
<PAGE>   3

                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                    PAGE
                                                                                    ----
<S>  <C>                                                                            <C>
 1.  DEFINITIONS..................................................................    1

 2.  PREMISES.....................................................................    1

 3.  TERM.........................................................................    1

 4.  USE..........................................................................    1

 5.  RENT.........................................................................    1
          5.1   Base Rent.........................................................    1
          5.2   Base Rent Adjustment..............................................    1
          5.3   Additional Rent...................................................    1
          5.4   Parking Charge....................................................    2
          5.5   Payment of Rent...................................................    2
          5.6   Delinquent Payments and Handling Charge...........................    2
          5.7   Prepaid Rent and Security Deposit.................................    2

 6.  CONSTRUCTION OF IMPROVEMENTS.................................................    2
          6.1   General...........................................................    2
          6.2   Access by Tenant Prior to Commencement of Term....................    2
          6.3   Commencement Date; Adjustments to Commencement Date...............    2

 7.  SERVICES TO BE FURNISHED BY LANDLORD.........................................    3
          7.1   General...........................................................    3
          7.2   Keys..............................................................    3
          7.3   Tenant Identity...................................................    3
          7.4   Charges...........................................................    3
          7.5   Operating Hours...................................................    3

 8.  REPAIR AND MAINTENANCE.......................................................    3
          8.1   By Landlord.......................................................    4
          8.2   By Tenant.........................................................    4

 9.  TAXES ON TENANT'S PROPERTY...................................................    4

10.  TRANSFER BY TENANT...........................................................    4
          10.1  General...........................................................    4
          10.2  Conditions........................................................    4
          10.3  Liens.............................................................    4

11.  ALTERATIONS..................................................................    5

12.  SPECIFICALLY PROHIBITED USES.................................................    5

13.  ACCESS BY LANDLORD...........................................................    5

14.  CONDEMNATION.................................................................    5

15.  CASUALTY.....................................................................    5
          15.1  General...........................................................    5
          15.2  Acts of Tenant....................................................    5

16.  SUBORDINATION AND ATTORNMENT.................................................    6
          16.1  General...........................................................    6
          16.2  Attornment........................................................    6

17.  INSURANCE....................................................................    6
          17.1  General...........................................................    6
          17.2  Waiver of Subrogation.............................................    6

18.  TENANT'S INDEMNITY...........................................................    7

19.  THIRD PARTIES; ACTS OF FORCE MAJEURE.........................................    7
</TABLE>

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<PAGE>   4

<TABLE>
<CAPTION>
<S>  <C>              <C>                                                           <C>
20.  SECURITY INTEREST............................................................   7

21.  CONTROL OF COMMON AREAS......................................................   7

22.  RIGHT TO RELOCATE............................................................   7

23.  QUIET ENJOYMENT..............................................................   7

24.  DEFAULT BY TENANT............................................................   7
          24.1  Events of Default.................................................   7
          24.2  Remedies of Landlord..............................................   8
          24.3  Payment by Tenant.................................................   8
          24.4  Reletting.........................................................   8
          24.5  Landlord's Right to Pay or Perform................................   8
          24.6  No Waiver; No Implied Surrender...................................   8

25.  DEFAULTS BY LANDLORD.........................................................   9

26.  RIGHT OF REENTRY.............................................................   9

27.  MISCELLANEOUS................................................................   9
          27.1  Independent Obligations; No Offset................................   9
          27.2  Time of Essence...................................................   9
          27.3  Applicable Law....................................................   9
          27.4  Assignment by Landlord............................................   9
          27.5  Commencement Date and Estoppel Certificates.......................   9
          27.6  Signs, Building Name and Building Address.........................   9
          27.7  Notices...........................................................   9
          27.8  Entire Agreement, Amendment and Binding Effect....................  10
          27.9  Severability......................................................  10
          27.10 Number and Gender, Captions and References........................  10
          27.11 Attorney's Fees...................................................  10
          27.12 Brokers...........................................................  10
          27.13 Interest on Tenant's Obligations..................................  10
          27.14 Authority.........................................................  10
          27.15 Recording.........................................................  10
          27.16 Exhibits..........................................................  10
          27.17 Multiple Counterparts.............................................  10

                Signature Page....................................................  11
</TABLE>

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<PAGE>   5
                               LEASE AGREEMENT

     THIS LEASE AGREEMENT (this "LEASE") is entered as of September 30, 1997,
between 4849 GREENVILLE PARTNERS ("LANDLORD") and TRAVEL TECHNOLOGIES GROUP
L.P. ("TENANT").

1.   DEFINITIONS. The definitions of certain of the capitalized terms used in
this Lease are set forth in the Glossary of Defined Terms attached as Exhibit A.

2.   PREMISES. Subject to the provisions of this Lease, Landlord hereby leases
to Tenant, and Tenant hereby leases from Landlord, approximately 13,325
rentable square feet of space in the Building, which space is outlined on the
floor plan attached hereto as Exhibit B (the "PREMISES"). In connection with
such demise, Landlord hereby grants to Tenant the non-exclusive right to use
during the Term all Common Areas designed for the use of all tenants in the
Building, in common with all tenants in the Building and their invitees, for
the purposes for which designed and in accordance with all Legal Requirements.
By occupying the Premises, Tenant accepts the Premises as being suitable for
Tenant's intended use of the Premises.

3.   TERM. The Term of this Lease shall commence on the Commencement Date
(which is scheduled to be January 1, 1998) and shall expire at 5:00 p.m.
December 31, 2002 unless earlier terminated as provided herein (the "TERM").

4.   USE. Tenant shall occupy and use the Premises solely for lawful, general
business office purposes in strict compliance with the Building Rules and
Regulations from time to time in effect and all other Legal Requirements.

5.   RENT.

     5.1 BASE RENT. In consideration of Landlord's leasing the Premises to
Tenant, Tenant shall pay to Landlord as follows:

<TABLE>
<CAPTION>
                                                          Monthly
                     Term                                  Amount
     <S>                                                 <C>
     January 1, 1998  -  December 31, 1998               $19,154.69
     January 1, 1999  -  December 31, 1999               $20,265.10
     January 1, 2000  -  December 31, 2000               $21,375.52
     January 1, 2001  -  December 31, 2001               $22,485.94
     January 1, 2002  -  December 31, 2002               $23,596.35

</TABLE>

     The Base Rent set forth in this Section 5.1 is a negotiated figure and
shall govern whether or not the actual gross rentable square footage of the
Premises  is the same as set forth in Section 2 hereof or changes pursuant to
the standards set in the definition of Net Rentable Area. Tenant shall have no
right to withhold, deduct or offset any amount of the monthly Base Rent or any
other sum due hereunder even if the actual gross rentable square footage of the
premises is less than that set forth in Section 2 hereof or changes pursuant to
the standards set forth in the definition of Net Rentable Area.

     5.3 ADDITIONAL RENT. For purposes of this Lease, Tenant's "ADDITIONAL
RENT" for any Fiscal Year (or portion thereof) shall mean the product of (a)
Net Rentable Area of the Premises multiplied by (b) the difference between (1)
the Operating Expenses divided by the Net Rentable Area of the Building minus
(ii) the Expense Stop, all as applicable for the period in question. By the
Commencement Date, Landlord shall estimate the Additional Rent to be due by
Tenant for the balance of the Fiscal Year in which the Commencement Date
occurs. Thereafter, unless Landlord delivers to Tenant a revision of the
estimated Additional Rent, Tenant shall pay to Landlord, coincident with
Tenant's payment of Base Rent, an amount equal to the estimated Additional Rent
for the remainder of such year divided by the number of months remaining in
such year. From time to time during any Fiscal Year, Landlord may estimate and
re-estimate the Additional Rent to be due by Tenant for that Fiscal Year and
deliver a copy of the estimate or re-estimate to Tenant. Thereafter, the
monthly installments of Additional Rent payable by Tenant shall be
approximately adjusted in accordance with the estimation so that, by the end of
the Fiscal Year, Tenant shall have paid all of the Additional Rent as estimated
by Landlord. After the conclusion of each Fiscal Year during the Term, and
after the termination or expiration of the Term, Landlord shall deliver to
Tenant a statement of actual Additional Rent due by Tenant for the Fiscal Year
(or, with respect to termination or expiration, the portion of the Fiscal Year)
just ended. Within 30 days thereafter, Tenant shall pay to Landlord or Landlord
shall credit against the next installment of Additional Rent due by Tenant (or
Landlord shall refund to Tenant, if the Term has expired and all payments due
by Tenant to Landlord have been paid in full) the difference between the actual
Additional Rent due for such year and the estimated Additional Rent paid by
Tenant during such year. Tenant may review, at Tenant's expense and after giving


                                      1

<PAGE>   6
20-day's prior written notice to Landlord, Landlord's records relating to
Operating Expenses for any periods within two Fiscal Years prior to the review;
provided, however, no review shall extend to periods of time preceding the
Commencement Date. In lieu of allowing Tenant to review Landlord's records
under this Section 5.3, Landlord may deliver to Tenant a report of the
Operating Expenses prepared by a certified public accountant, which report
shall be conclusive for purposes of this Lease.

     5.4  PARKING CHARGE. Tenant shall at all times during the Term lease from
Landlord 55 unassigned automobile parking spaces AT NO COST in the Parking
Facility. TWELVE (12) OF THE UNASSIGNED PARKING SPACES WILL BE LIMITED TO THE
TOP LEVEL OF THE GARAGE. THESE TWELVE (12) AUTOMOBILES WILL BE IDENTIFIED WITH
A STICKER PROVIDED BY THE LANDLORD. Of the total number of allocated parking
spaces, Tenant may lease up to FOUR (4) reserved parking spaces at a cost of
$75.00 per month per space.

     5.5  PAYMENT OF RENT. Except as otherwise expressly provided in this
Lease, all Rent shall be due in advance monthly installments on the first day
of each calendar month during the Term. Rent shall be paid to Landlord at its
address recited in Section 27.7 or to such other person or at such other
address as Landlord may from time to time designate in writing. Rent shall be
paid without notice, demand, abatement, deduction or offset in legal tender of
the United States of America. If the Term commences or ends on other than the
first or the last day of a calendar month, the Rent for the partial month shall
be prorated on the basis of the number of days during the month for which the
Term was in effect. If the Term commences or ends on other than the first day
or the last day of a Fiscal Year, the Additional Rent for the partial Fiscal
Year shall be prorated on the basis of the number of days during the Fiscal
Year for which the Term was in effect.

     5.6  DELINQUENT PAYMENTS AND HANDLING CHARGE. All Rent and other payments
required of Tenant hereunder shall bear interest from the FIFTH DAY FOLLOWING
THE date due until the date paid at the rate of interest specified in Section
27.13. Alternatively, Landlord may charge Tenant, as additional Rent hereunder,
a fee equal to five percent of the delinquent payment to reimburse Landlord for
its cost and inconvenience incurred as a consequence of Tenant's delinquency.
In no event, however, shall the charges permitted under this Section 5.6 or
elsewhere in this Lease, to the extent the same are considered to be interest
under applicable law, exceed the maximum rate of interest allowable under
applicable law.

     5.7  PREPAID RENT AND SECURITY DEPOSIT. Landlord hereby acknowledges
receipt of $19,154.69 representing the first monthly installment of Base Rent
paid in advance, to be applied to the Rent for the first month of the Term when
due.

6.   CONSTRUCTION OF IMPROVEMENTS.

     6.1  GENERAL. Subject to events of Force Majeure, Landlord shall install,
furnish, perform and apply, at its expense, the Landlord's Work as specified in
the Work Letter. Performance of the Landlord's Work shall constitute Landlord's
sole construction obligation to Tenant under this Lease.

     6.2  ACCESS BY TENANT PRIOR TO COMMENCEMENT OF TERM. Provided that Tenant
obtains and delivers to Landlord the certificates or policies of insurance
called for in Section 17.1, Landlord, in its sole discretion, may permit Tenant
and its employees, agents, contractors and suppliers to enter the Premises
before the Commencement Date (and such entry, alone, shall not constitute
Tenant's taking possession of the Premises for the purpose of Section 6.3(c))
to prepare the Premises for Tenant's occupancy. Tenant and each other person or
firm who or which enters the Premises before the Commencement Date shall
conduct itself so as to not interfere with Landlord or other occupants of the
Building. Landlord may withdraw any permission granted under this Section 6.2
upon 24-hours' notice to Tenant if Landlord, in its sole discretion, determines
that any such interference has been or may be caused. Any prior entry shall be
under all of the terms of this Lease (other than the obligation to pay Base
Rent and Additional Rent) and at Tenant's sole risk. Landlord shall not be
liable in any way for personal injury, death or property damage (including
damage to any personal property which Tenant may bring into, or any work which
Tenant may perform in, the Premises) which may occur in or about the Complex by
Tenant or such other person or firm as a result of any prior entry.

     6.3  COMMENCEMENT DATE; ADJUSTMENTS TO COMMENCEMENT DATE. For purposes of
this Lease, the "COMMENCEMENT DATE" shall mean the earliest of: (a) THREE (3)
BUSINESS DAYS FOLLOWING THE DATE AFTER LANDLORD NOTIFIES TENANT THAT LANDLORD
HAS SUBSTANTIALLY COMPLETED LANDLORD'S WORK AND THE TENANT IMPROVEMENTS HAVE
PASSED FINAL INSPECTION BY THE CITY OF DALLAS, TEXAS; (b) the date on which
Landlord would have substantially completed the Landlord's Work and tendered
possession of the Premises to Tenant but for (i) the delay or failure of Tenant
to furnish information or other matters required in the Work Letter, (ii)
Tenant's request for changes in the Plans or non-Building Standard Items or
(iii) any other action or inaction of Tenant, or any person or firm employed or
retained by Tenant or (1) the date on which Tenant takes possession of the
Premises. If by the scheduled Commencement Date specified in Section 3 the
Landlord's Work has not been substantially completed, and such failure to
substantially complete renders the Premises untenable for their intended
purpose, all as reasonably determined by Landlord, or Landlord is unable to
tender possession of the Premises to Tenant, then the Commencement Date (and the
commencement of payment of Base Rent and Additional Rent) shall be postponed
until the Landlord's Work is substantially completed as reasonably determined by
Landlord or until possession of the Premises is tendered to Tenant, as the case
may be. Such postponement shall extend the scheduled expiration of the Term for
a number of days equal to the postponement. The postponement of the payment of
Base Rent and Additional Rent under this Section 6.3 shall be Tenant's exclusive
remedy for Landlord's delay in completing the Landlord's Work or tendering
possession of the
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<PAGE>   7
Premises to Tenant. NOTWITHSTANDING THE FORGOING IN NO EVENT SHALL THE
COMMENCEMENT DATE OCCUR PRIOR TO JANUARY 1, 1997.

7. SERVICES TO BE FURNISHED BY LANDLORD.

     7.1  GENERAL. Subject to applicable Legal Requirements and Tenant's
performance of its obligations hereunder, Landlord shall use all reasonable
efforts to furnish the following services IN A MANNER AND AMOUNT CONSIDERED TO
BE STANDARD FOR SIMILAR GRADE BUILDINGS IN THE NORTH CENTRAL EXPRESSWAY
SUBMARKET:

          (a) Air-conditioning and heating to the Premises during Building
Operating Hours AS DEFINED IN SECTION 4 OF EXHIBIT A, at such temperatures and
in such amounts as are considered by Landlord to be suitable and standard (thus
excluding air-conditioning or heating for electronic data processing or other
specialized equipment).

          (b) Hot and cold water at those points of supply common to all floors
for lavatory and drinking purposes only;

          (c) Janitor service and periodic window washing in and about the
Building and the Premises;

          (d) Elevator service, if necessary, to provide access to and egress
from the Premises;

          (e) Electric current during Building Operating Hours for normal
office machines and other machines of low electrical consumption (which shall
exclude electric current for electronic data processing equipment, lighting in
excess of Building Standard or any other item of electrical equipment which
singly consumes more than 0.8 kilowatts per hour at rated capacity or requires
a voltage other than 120 volts single phase); and

          (f) Replacement of INCANDESCENT AND fluorescent lamps in Building
Standard light fixtures installed by Landlord and of incandescent bulbs or
fluorescent lamps in all public restrooms, stairwells and other common areas in
the Building.

If any of the services described above or elsewhere in this Lease are
interrupted, Landlord shall use reasonable diligence to promptly restore same.
However, neither the interruption or cessation of such services nor the
failure of Landlord to restore same shall render Landlord liable for damages to
person or property, or be construed as an eviction of Tenant, or work an
abatement of Rent or relieve Tenant from fulfilling any of its other
obligations hereunder.

NOTWITHSTANDING THE FOREGOING, IN THE EVENT OF A MATERIAL INTERRUPTION OF
SERVICES AND SUCH INTERRUPTION OR FAILURE OF SERVICES CONTINUES FOR A PERIOD OF
SIX (6) CONSECUTIVE DAYS, RENDERING THE PREMISES UNTENANTABLE, LANDLORD SHALL
ABATE THE BASE RENTAL ON A PER DIEM BASIS BEGINNING ON THE SEVENTH (7TH) DAY AND
CONTINUING UNTIL SUCH SERVICES ARE REINSTATED.

     7.2  KEYS. Landlord shall furnish Tenant, at Landlord's expense with
twenty (20) keys, and at Tenant's expense with such additional keys as Tenant
may request, to unlock each corridor door entering the Premises.
Contemporaneously with the payment of the first installment of Rent, Tenant
shall pay to Landlord as additional rent the product of the number of parking
spaces which shall not exceed one (1) space per 333 rentable square feet leased
multiplied by $20.00 for the access cards needed to gain access to the
Building. Tenant shall not install, or permit to be installed, any additional
lock on any door into or in the Premises or make, or permit to be made, any
duplicates of keys to the Premises. Landlord shall be entitled at all times to
possession of a duplicate of all keys to all doors to or inside the Premises.
All keys referred to in this Section 7.2 shall remain the property of Landlord.
Upon the expiration or termination of the Term, Tenant shall surrender all such
keys to Landlord and shall deliver to Landlord the combination to all locks on
all safes, cabinets and vaults which will remain in the Premises. Landlord
shall be entitled to install, operate and maintain security systems in or about
the Premises and the Complex which monitor, by closed circuit television or
otherwise, all persons leaving or entering the Complex, the Building and the
Premises.

     7.3  TENANT IDENTITY. Landlord shall provide and install, in Building
Standard graphics, letters or numerals identifying Tenant's name and suite
number on entrance doors to the Premises. Without Landlord's prior written
consent, no other signs, numerals, letters, graphics, symbols or marks
identifying Tenant shall be placed on the exterior, or on the interior if they
are visible from the exterior, of the Premises. Landlord shall install up to
three (3) directory strips for each 13,325 net rentable square feet in the
Premises, listing the names and suite numbers of Tenant on the Building
directory board to be placed in the main lobby of the Building. Tenant
acknowledges that the monument sign located on the complex at the south
entrance of the Building on the Commencement Date displays the Building name.
LANDLORD AGREES THAT THE MONUMENT SIGN SHALL BE CONVERTED TO A MULTITENANT
MONUMENT SIGN WITHIN NINETY (90) DAYS FOLLOWING THE COMMENCEMENT DATE. LANDLORD
SHALL GIVE TENANT THIRTY (30) DAYS WRITTEN NOTICE TO MAKE AN ELECTION TO
INSTALL TENANT'S NAME ON SUCH MONUMENT SIGN. TENANT SHALL HAVE THE RIGHT, AT
ITS SOLE EXPENSES, TO INSTALL TENANT'S NAME ON SUCH MONUMENT SIGN IN A MANNER
CONSISTENT WITH THE SIGN GUIDELINES ESTABLISHED BY LANDLORD. IF TENANT
EXERCISES ITS OPTION TO INCLUDE ITS NAME ON THE MONUMENT SIGN AS AFORESAID,
THEN TENANT SHALL THEREAFTER PAY TO LANDLORD, WITHIN THIRTY (30) DAYS AFTER
RECEIPT OF AN INVOICE FOR THE SAME, AS ADDITIONAL RENT, ALL COSTS AND EXPENSES
INCURRED BY LANDLORD IN CONNECTION WITH INSTALLING TENANT'S NAME ON SUCH
MONUMENT SIGN, AND TENANT'S PRO RATA SHARE (BASED UPON THE TOTAL NUMBER OF
TENANT NAMES INCLUDED ON SUCH MONUMENT SIGN) OF ALL COSTS AND EXPENSES INCURRED
BY LANDLORD DURING THE TERM OF THIS LEASE FOR MAINTENANCE AND REPAIR OF SUCH
MONUMENT SIGN.

     7.4  CHARGES. Tenant shall pay to Landlord, monthly as billed, as
additional Rent, such charges as may be separately metered or as Landlord may
compute for (a) any utility services utilized by Tenant for computers, data
processing


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<PAGE>   8
equipment or other electrical equipment in excess of that agreed to be furnished
by Landlord pursuant to Section 7.1(e), (b) lighting installed in the Premises
in excess of Building Standard lighting, (c) air-conditioning, heating and other
services in excess of that stated in Section 7.1(a) or provided at times other
than Building Operating Hours and (d) janitorial services required with respect
to Non-Building Standard Items within the Premises. Landlord may elect to
estimate the charges to be paid by Tenant under this Section 7.4 and bill such
charges to Tenant monthly in advance, in which event Tenant shall promptly pay
the estimated charges. When the actual charges are determined by Landlord an
appropriate cash adjustment shall be made between Landlord and Tenant to account
for any underpayment or overpayment by Tenant. Tenant shall pay all costs
associated with providing separate utility meters to the Leased Premises. AFTER
HOURS HVAC SHALL BE PROVIDED AT A COST OF $40/HOUR WITH A TWO HOUR MINIMUM.
NOTWITHSTANDING THE FOREGOING, LANDLORD AGREES TO PROVIDE TENANT WITH 25 HOURS
OF AFTER HOURS HVAC SERVICE TO BE UTILIZED ANY TIME BETWEEN THE MONTHS OF MAY
THROUGH SEPTEMBER AND THE HOURS OF 1:00 P.M. TO 6:00 P.M. ON SATURDAYS AND 9:00
A.M. TO 5:00 P.M. ON SUNDAYS. IN THE EVENT TENANT REQUESTS AFTER HOURS HVAC,
TENANT MUST NOTIFY LANDLORD IN WRITING BY 2:00 P.M. FOR SAME DAY SERVICE MONDAY
THROUGH FRIDAY AND BY 2:00 P.M. ON FRIDAY FOR WEEKEND SERVICE;

     7.5  OPERATING HOURS. Subject to Building Rules and Regulations and such
security standards as Landlord may from time to time adopt, the Building shall
be open to the public during the Building Operating Hours and the Premises
shall be open to Tenant during hours other than Building Operating Hours.

8.   REPAIR AND MAINTENANCE.

     8.1  BY LANDLORD. Landlord shall maintain the Building (excluding
leasehold improvements which become fixtures thereto) in a good and operable
condition, and shall make such repairs and replacements as may be required to
maintain the Building in such condition. The Section 8.1 shall not apply to
damage resulting from a Taking (as to which Section 14 shall apply), or damage
resulting from a casualty (as to which Section 15.1 shall apply) or to damage
for which Tenant is otherwise responsible under this Lease.

     8.2  BY TENANT. Tenant shall maintain the Premises in a clean, safe,
operable, attractive condition, and will not commit or allow to remain any
waste or damage to any portion of the Premises. Tenant shall repair or replace,
subject to Landlord's direction and supervision, any damage to the Complex
caused by Tenant or Tenant's agents, contractors or invitees. If Tenant fails
to make such repairs or replacements, Landlord may make same at Tenant's cost.
Such cost shall be payable to Landlord by Tenant on demand as additional Rent.
All contractors, workmen, artisans and other persons which or who Tenant
proposes to retain to perform work in the Premises (or the Complex, pursuant to
the second sentence of this Section 8.2) pursuant to this Section 8.2 or
Section 11 shall be approved by Landlord prior to the commencement of any such
work.

9.   TAXES ON TENANT'S PROPERTY. Tenant shall be liable for and shall pay,
before their becoming delinquent, all taxes and assessments levied against any
personal property placed by Tenant in the Premises (even if same becomes a
fixture of operation of law or the property of Landlord by operation of this
Lease), including any additional Impositions which may be assessed, levied,
charged or imposed against Landlord or the Building by reason of Non-Building
Standard Items in the Premises. Tenant may withhold payments of any taxes and
assessments described in this Section 9 so long as Tenant contests its
obligation to pay in accordance with applicable law and the non-payment thereof
does not pose a threat of loss or seizure of the Building or any interest of
Landlord therein.

10.  TRANSFER BY TENANT.

     10.1  GENERAL. Without the prior written consent of Landlord, Tenant shall
not effect or suffer any Transfer. Any attempted Transfer without such consent
shall be void. If Tenant desires to effect a Transfer, it shall deliver to
Landlord written notice thereof in advance of the date on which Tenant proposes
to make the Transfer, together with all of the terms of the proposed Transfer
and the identity of the proposed Transferee. Landlord shall have 30 days
following receipt of the notice and information within which to notify Tenant
in writing whether Landlord elects (a) to refuse to consent to the Transfer and
to terminate this Lease as to the space proposed to be Transferred as of the
date so specified by Tenant, in which event Tenant will be relieved of all
further obligations hereunder as to such space, (b) to refuse to consent to the
Transfer and to continue this Lease in full force as to the entire Premises or
(c) to permit Tenant to effect the proposed Transfer. If Landlord fails to
notify Tenant of its election within said 30 day period, Landlord shall be
deemed to have elected option (b). The consent by Landlord to a particular
Transfer shall not be deemed a consent to any other Transfer. If a Transfer
occurs without the prior written consent of Landlord as provided herein,
Landlord may nevertheless collect rent from the Transferee and apply the net
amount collected to the Rent payable hereunder, but such collection and
application shall not constitute a waiver of the provisions hereof or a release
of Tenant from the further performance of its obligations hereunder. SEE
PARAGRAPH 29 OF EXHIBIT A ATTACHED HERETO.

     10.2  CONDITIONS. The following conditions shall automatically apply to
each Transfer, without the necessity of same being stated in or referred to in
Landlord's written consent:

           (a) Tenant shall execute, have acknowledged and deliver to Landlord,
and cause the Transferee to execute, have acknowledged and deliver to Landlord,
an instrument in form and substance acceptable to Landlord in which (I) the
Transferee adopts this Lease and agrees to perform, jointly and severally with
Tenant, all of the obligations of Tenant hereunder, as to the space transferred
to it, (ii) the Transferee grants Landlord an express first and prior security
interest in its personal property brought into the transferred space to secure
its obligations to Landlord hereunder, (iii) Tenant subordinates to Landlord's
statutory lien and security interest any liens, security interests or other
rights which Tenant may claim with respect to any property of the Transferee,
(iv) Tenant agrees with Landlord

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<PAGE>   9


     that, if the rent or other consideration due by the Transferee exceeds
     the Rent for the transferred space, then Tenant shall pay Landlord as
     additional Rent hereunder all such excess rent and other consideration
     immediately upon Tenant's receipt thereof, (v) Tenant and the Transferee
     agree to provide to Landlord, at their expense, direct access from a
     public corridor in the Building to the transferred space, (vi) the
     Transferee agrees to use and occupy the transferred space solely for the
     purpose specified in Section 4 and otherwise in strict accordance with
     this Lease and (vii) Tenant acknowledges that, notwithstanding the
     Transfer, Tenant remains directly and primarily liable for the performance
     of all the obligations of Tenant hereunder (including, without limitation,
     the obligation to pay all Rent), and Landlord shall be permitted to
     enforce this Lease against Tenant or the Transferee, or both, without
     prior demand upon or proceeding in any way against any other persons, and

          (b)  Tenant shall deliver to Landlord a counterpart of all
     instruments relative to the Transfer executed by all parties to such
     transaction (except Landlord).

     10.3  LIENS. Without in any way limiting the generality of the foregoing,
Tenant shall not grant, place or suffer, or permit to be granted, placed or
suffered, against the Complex or any portion thereof, any lien, security
interest, pledge, conditional sales contract, claim, charge or encumbrance
(whether constitutional, contractual or otherwise) and if any of the aforesaid
does arise or is asserted, Tenant will, promptly upon demand by Landlord and at
Tenant's expense, cause same to be released.

11.  ALTERATIONS. Tenant shall not make, or permit to be made, any alteration,
improvement or addition to, or install, or permit to be installed, any fixture
or equipment (other than desk top electrical equipment) in, the Premises
without the prior written consent of Landlord; PROVIDED, HOWEVER, TENANT SHALL
HAVE THE RIGHT WITHOUT THE PRIOR WRITTEN CONSENT OF LANDLORD, TO MAKE
NON-STRUCTURAL, COSMETIC ALTERATIONS WITH AN AGGREGATE COST OF LESS THAN TEN
THOUSAND DOLLARS )$10,000.00), PROVIDED THAT TENANT NOTIFIES LANDLORD IN
WRITING AT LEAST FIVE (5) BUSINESS DAYS IN ADVANCE OF THE NATURE AND EXTENT OF
SUCH PROPOSED ALTERATIONS. All such alterations, improvements and additions
(including all articles attached to the floor, wall or ceiling of the Premises)
shall become the property of Landlord and shall, at Landlord's election, be
(a) surrendered with the Premises as part thereof at the termination or
expiration of the Term, without any payment, reimbursement or compensation
therefor, or (b) removed by Tenant, at Tenant's expense, with all damage caused
by such removal repaired by Tenant. Tenant may remove Tenant's trade fixtures,
office supplies, movable office furniture and equipment not attached to the
Building provided such removal is made within five days after the expiration of
the Term, no uncured Event of Default has occurred and Tenant promptly repairs
all damage caused by such removal.

12.  SPECIFICALLY PROHIBITED USES. Tenant will not (a) use, occupy or permit
the use or occupancy of the Premises for any purpose or in any manner which is
or may be, directly or indirectly, violative of any Legal Requirement, or
dangerous to life or property, or a public or private nuisance or disruptive or
obstructive of any other tenant of the Building, (b) keep, or permit to be
kept, any substance in or conduct, or permit to be conducted, any operation
from the Premises which might emit offensive odors or conditions into other
portions of the Building, or make undue noise or create undue vibrations, (c)
commit or permit to remain any waste to the Premises, (d) install or permit to
remain any improvements to the Premises (other than window coverings which have
first been approved by Landlord) which are visible from the outside of the
Premises, or exceed the structural loads of floors or walls of the Building, or
adversely affect the mechanical, plumbing or electrical systems of the Building
or affect the structural integrity of the Building in any way, (e) install any
food, soft drink or other vending machine (other than those for the exclusive,
non-commercial use of Tenant and its business invitees) in the Premises or
(f) commit, or permit to be committed, any action or circumstance in or about
the Building which, directly or indirectly, would or might justify any
insurance carrier in cancelling or increasing the premium on the fire and
extended coverage insurance policy maintained by Landlord on the Building or
contents, and if any increase results from any act of Tenant, then Tenant shall
pay such increase promptly upon demand therefor by Landlord.

13.  ACCESS BY LANDLORD. Landlord, its employees, contractors, agents and
representatives, shall have the right (and Landlord, for itself and such
persons and firms, hereby reserves the right) to enter the Premises at all
hours (a) to inspect, clean, maintain, repair, replace or alter the Premises or
the Building AND AT REASONABLE HOURS WITH PRIOR NOTICE TO TENANT, (b) to show
the Premises to prospective purchasers (or, during the last six (6) months of
the Term to prospective tenants), (c) to determine whether Tenant is performing
its obligations hereunder and, if it is not, to perform same at Landlord's
option and Tenant's expense (d) for any other purpose deemed reasonable by
Landlord. In an emergency, Landlord (and such persons and firms) may ENTER THE
PREMISES AT ANY HOUR AND use any means to open any door into or in the Premises
without any liability therefor. Entry into the Premises by Landlord or any
other person or firm named in the first sentence of this Section 13 for any
purpose permitted herein shall not constitute a trespass or an eviction
(constructive or otherwise), or entitle Tenant to any abatement or reduction of
Rent, or constitute grounds for any claim (and Tenant hereby waives any claim)
for damages for any injury to or interference with Tenant's business, for loss
of occupancy or quiet enjoyment or for consequential damages.

14.  CONDEMNATION. If all of the Complex is Taken, or if so much of the Complex
is Taken that, in Landlord's opinion, the remainder cannot be restored to an
economically viable, quality office building, or if the awards payable to
Landlord as a result of any Taking, are in Landlord's opinion, inadequate to
restore the remainder to an economically viable, quality office building,
Landlord may, at its election, exercisable by the giving of written notice to
Tenant within 60 days after the date of the Taking, terminate this Lease as of
the date of the Taking or the date Tenant is deprived of possession of the
Premises (whichever is later). If this Lease is not terminated as result of a
Taking, Landlord shall restore the Premises remaining after the Taking to a
Building Standard condition. During the period of restoration, Base Rent shall
be abated to the extent the Premises are rendered untenantable and, after the
period of restoration, Base Rent and Tenant's Share shall be reduced in the
proportion that the area of the Premises Taken or otherwise rendered
untenantable bears to the area of the Premises just prior to the Taking. If
any portion of Base Rent is abated under this Section 14, Landlord may elect
to extend

                                       5
<PAGE>   10

the expiration date of the Term for the period of the abatement. All awards,
proceeds, compensation or other payments from or with respect to any Taking of
the Complex or any portion thereof shall belong to Landlord, Tenant hereby
assigning to Landlord all of its right, title, interest and claim to same.
Tenant may assert a claim for and recover from the condemning authority, but not
from Landlord, such compensation as may be awarded on account of Tenant's moving
and relocation expenses, and depreciation to and loss of Tenant's moveable
personal property.

15. CASUALTY.

     15.1  GENERAL. Tenant shall give prompt written notice to Landlord of any
casualty to the Complex of which Tenant is aware and any casualty to the
Premises. If the Complex or the Premises are totally destroyed, or if the
Complex or the Premises are partially destroyed but in Landlord's opinion, they
cannot be restored to an economically viable, quality office building, or if the
insurance proceeds payable to Landlord as a result of any casualty are, in
Landlord's opinion, inadequate to restore the portion remaining to an
economically viable and quality office building, Landlord may, at its election
exercisable by the giving of written notice to Tenant within 60 days after the
casualty, terminate this Lease as of the date of the casualty or the date Tenant
is deprived of possession of the Premises (whichever is later). If this Lease is
not terminated as a result of a casualty, Landlord shall (subject to Section
15.2) restore the Premises to a Building Standard condition; PROVIDED, HOWEVER
IN THE EVENT THE PREMISES HAS NOT BEEN RESTORED TO A BUILDING STANDARD CONDITION
WITHIN ONE HUNDRED EIGHTY (180) DAYS AFTER THE CASUALTY, TENANT MAY AT ITS
ELECTION, EXERCISABLE BY GIVING WRITTEN NOTICE TO LANDLORD WITHIN TEN (10) DAYS
AFTER THE EXPIRATION OF SUCH ONE HUNDRED EIGHTY (180) DAY PERIOD, TERMINATE THIS
LEASE.  During the period of restoration, Base Rent shall be abated to the
extent the Premises are rendered untenantable and, after the period of
restoration, Base Rent and Tenant's Share shall be reduced in the proportion
that the area of the Premises remaining tenantable after the casualty bears to
the area of the Premises just prior to the casualty. If any portion of the Base
Rent is abated under this Section 15.1, Landlord may elect to extend the
expiration date of the Term for the period of the abatement.

     15.2  ACTS OF TENANT. Notwithstanding any provisions of this Lease to the
contrary, if the Premises or the Complex are damaged or destroyed as a result
of a casualty arising from the acts or omissions of Tenant, or any of Tenant's
officers, directors, shareholders, partners, employees, contractors, agents,
invitees or representatives, (a) Tenant's obligation to pay Rent and to perform
its other obligations under this Lease shall not be abated, reduced or altered
in any manner, (b) Landlord shall not be obligated to repair or restore the
Premises or the Complex and (c) subject to Section 17.2, Tenant shall be
obligated, at Tenant's cost, to repair and restore the Premises or the Complex
to the condition they were in just prior to the damage or destruction under the
direction and supervision of, and to the satisfaction of, Landlord and any
Landlord Mortgagee.

16.  SUBORDINATION AND ATTORNMENT.

     16.1 GENERAL. This Lease, Tenant's leasehold estate created hereby and all
of Tenants rights, titles and interests hereunder and in and to the Premises
are subject and subordinate to any Mortgage presently existing or hereafter
placed upon all or any portion of the Complex. However, Landlord and Landlord's
Mortgagee may, at any time upon the giving of written notice to Tenant and
without any compensation or consideration being payable to Tenant, make this
Lease, and the aforesaid leasehold estate and rights, titles and interests,
superior to any Mortgage.  Upon the written request by Landlord or by
Landlord's Mortgagee to Tenant, and within five (5) days of the date of such
request, and without any compensation or consideration being payable to Tenant,
Tenant shall execute, have acknowledged and deliver a recordable instrument
confirming that this Lease, Tenant's leasehold estate in the Premises and all
of Tenant's rights, titles and interests hereunder are subject and subordinate
(or, at the election of Landlord or Landlord's Mortgagee, superior) to the
Mortgage benefiting Landlord's Mortgagee.

     16.2 ATTORNMENT. Upon the written request of any person or party succeeding
to the interest of Landlord under this Lease, Tenant shall automatically become
the tenant of and attorn to such successor in interest without any change in any
of the terms of this Lease. No successor in interest shall be (a) bound by any
payment of Rent for more than one month in advance, except payments of security
for the performance by Tenant of Tenant's obligations under this Lease, (b)
subject to any offset, defense or damages arising out of a default or any
obligations of any preceding Landlord or (c) bound by any amendment of this
Lease entered into after Tenant has been given written notice of the name and
address of Landlord's Mortgagee and without the written consent of Landlord's
Mortgagee or such successor in interest. The subordination, attornment and
mortgage protection clauses of this Section 16 shall be self-operative and no
further instruments of subordination, attornment or mortgagee protection need be
required by any Mortgagee or successor in interest thereto. Nevertheless, upon
the written request therefor and without any compensation or consideration being
payable to Tenant, Tenant agrees to execute, have acknowledged and deliver such
instruments as may be requested to confirm the same. NOTWITHSTANDING THE
FOREGOING, SO LONG AS TENANT IS NOT IN DEFAULT OF ANY OF THE TERMS OR CONDITIONS
OF THIS LEASE, ANY FUTURE PURCHASOR OR MORTGAGEE SHALL RECOGNIZE THE RIGHTS OF
TENANT HEREUNDER.

17.  INSURANCE.

     17.1  GENERAL. Tenant shall obtain and maintain throughout the Term the
following policies of insurance:
           (a)      fire and all risk insurance, with vandalism, malicious
     mischief and sprinkler leakage endorsements, on all of Tenant's personal
     property located in, and on all Non-Building Standard Items to, the
     Premises in an amount not less than eight percent of the replacement cost
     thereof;

           (b)      comprehensive general and contractual liability insurance
     against claims for personal injury, bodily injury, death and property
     damage occurring in or about the Premises, such insurance to afford
     protection to the limits of (I) not less than $1,000,000 per occurrence;


                                      6

<PAGE>   11
          (c)  insurance required hereunder shall be written by companies
     licensed to do business in the State of Texas and shall have a minimum
     rating of A:X by Best's Key Rating Guide.

          (d)  such other policy or policies of insurance as Landlord may
     reasonably require or as Landlord is then requiring from one or more other
     tenants in the Building.

Tenant shall deliver to Landlord, prior to the Commencement Date, certificates
of such insurance and shall, at all times during the Term, deliver to Landlord
upon request true copies of such insurance policies. The policy described in
clause (b) shall (i) name Landlord as an addition insured, (ii) provide that it
will not be cancelled, reduced or non-renewed without 30-days' prior written
notice to Landlord, (iii) insure performance of the indemnities of Tenant
contained in Section 18 and elsewhere in this Lease and (iv) be primary
coverage, so that any insurance coverage obtained by Landlord shall be in
excess thereto. Tenant shall deliver to Landlord certificates of renewal at
least 30 days before the expiration date of each such policy and copies of new
policies at least 30 days before terminating any such policies. All policies of
insurance required to be obtained and maintained by Tenant shall be subject to
the approval of Landlord as to terms, coverage, deductibles and issuer.

     17.2  WAIVER OF SUBROGATION. Landlord and Tenant hereby waive all claims,
rights of recovery and causes of action that either party or any party
claiming by, through or under such party may now or hereafter have by
subrogation or otherwise against the other party or against any of the other
party's officers, directors, shareholders, partners or employees for any loss
or damage that may occur to the Complex, the Premises, Tenant's improvements or
any of the contents of any of the foregoing by reason of fire or other
casualty, or by reason of any other cause except gross negligence or willful
misconduct (thus including simple negligence of the parties hereto or their
officers, directors, shareholders, partners or employees), that could have been
insured against under the terms of (a) in the case of Landlord, the standard
fire and extended coverage insurance policies available in the state where the
Complex is located at the time of the casualty and (b) in the case of Tenant,
the fire and extended coverage insurance policy required to be obtained and
maintained under Section 17.1; provided, however, that the waiver set forth in
this Section 17.2 shall not apply to any deductibles on insurance policies
carried by Landlord or to any coinsurance penalty which Landlord might sustain.
Landlord and Tenant shall cause an endorsement to be issued to their respective
insurance policies recognizing this waiver of subrogation.

18.  TENANT'S INDEMNITY.  Subject to Section 17.2, Tenant shall defend,
indemnify and hold harmless Landlord and Landlord's officers, directors,
shareholders, partners and employees from and against, all liabilities,
obligations, losses, damages, penalties, claims, actions, suits, costs,
expenses and disbursements (including court costs and reasonable attorneys'
fees) resulting from any injuries to or death of any person or damage to any
property occurring during the Term in or about the Premises, UNLESS ARISING
FROM OR OUT OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF LANDLORD OR
LANDLORD'S EMPLOYEES AGENTS OR CONTRACTORS.

19.  THIRD PARTIES; ACTS OF FORCE MAJEURE.  Landlord shall have no liability to
Tenant, or to Tenant's officers, directors, shareholders, partners, employees,
agents, contractors or invitees, for bodily injury, death, property damage,
business interruption, loss of profits, loss of trade secrets or other direct or
consequential damages occasioned by (a) the acts or omissions of any other
tenant or such other tenant's officers, directors, shareholders, partners,
employees, agents, contractors or other invitees within the Complex, (b) Force
Majeure, (c) vandalism, theft, burglary and other criminal acts (other than
those committed by Landlord and its employees), (d) water leakage or (e) the
repair, replacement, maintenance, damage, destruction or relocation of the
Premises, UNLESS CAUSED BY THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF
LANDLORD OR LANDLORD'S EMPLOYEES AGENTS OR CONTRACTORS.

20.  SECURITY INTEREST.  As security for Tenant's payment of Rent and
performance of all of its other obligations under this Lease, Tenant hereby
grants to Landlord a security interest in all property of Tenant now or
hereafter placed in the Premises. Landlord, as secured party, shall be entitled
to all of the rights, remedies and recourses afforded to a secured party under
the Texas Uniform Commercial Code, which rights, remedies and recourses shall be
cumulative of all other rights, remedies, recourses, liens and security
interests afforded Landlord by law, equity or this Lease. Contemporaneously with
the execution of this Lease, Tenant shall execute and deliver, as debtor,
promptly upon request and without any compensation or consideration being
payable to Tenant, such additional financing statement or statements as Landlord
may request. However, Landlord may at any time file a copy of this Lease as a
financing statement. THE SECURITY INTEREST CREATED PURSUANT TO THIS PARAGRAPH
SHALL BE SUBORDINATE TO ANY PURCHASE MONEY FINANCING CREATED BY TENANT WITH
RESPECT TO ANY FURNITURE, FIXTURES AND EQUIPMENT OF TENANT AND, UPON REQUEST
FROM TENANT, LANDLORD AGREES TO EXECUTE A SUBORDINATION IN FORM REASONABLY
ACCEPTABLE TO LANDLORD OF SUCH SECURITY INTEREST TO ANY SUCH PURCHASE MONEY
FINANCING.

21.  CONTROL OF COMMON AREAS.  Landlord shall have the exclusive control over
the Common Areas. Landlord may, from time to time, create different Common
Areas, close or otherwise modify the Common Areas, and modify and the Building
Rules and Regulations with respect thereto.

22.  RIGHT TO RELOCATE.  Landlord retains the right and power, to be exercised
reasonably and at Landlord's SOLE expense to relocate Tenant within the
Building in space which is comparable in size, LOCATION, VIEWS (I.E. NOT BELOW
THE FIFTH FLOOR) to the Premises and is suited to Tenant's use, SUCH EXPENSES
SHALL INCLUDE BUT NOT BE LIMITED TO: THE COST OF SPACE PLANNING AND CONSTRUCTION
DRAWINGS, MOVING AND REINSTALLING FURNITURE, ANY AND ALL COMPUTER SYSTEMS,
TELECOMMUNICATION SYSTEMS, HVAC SYSTEMS, THE COST OF REPLACING A REASONABLE
AMOUNT OF STATIONARY, BUSINESS CARDS, AND ALL OTHER PRINTED MATTER BEARING THE
CORPORATE ADDRESS, AS WELL AS THE COST OF THE TRANSFER AND/OR REINSTATEMENT OF
ANY LICENSES, OPERATING AGREEMENTS, CONTRACTS, OR OTHER BUSINESS AGREEMENTS
WHICH SUCH A MOVE WOULD EFFECT. Instances when the exercise of Landlord's right
and power to relocate Tenant shall be deemed reasonable include, but shall not
be limited to, instances where Landlord desires to consolidate the rentable
area in the Building to provide Landlord's services more efficiently, or to
provide contiguous vacant space for a prospective tenant. Landlord shall not be
liable to Tenant for any claims arising in connection with a relocation
permitted


                                       7

<PAGE>   12
under this Section 22. LANDLORD AGREES TO PROVIDE TENANT WITH WRITTEN NOTICE OF
SUCH RELOCATION THREE (3) MONTHS PRIOR TO THE RELOCATION DATE.

23.  QUIET ENJOYMENT. Provided Tenant has performed all of its obligations
under this Lease, Tenant shall and may peaceably and quickly have, hold,
occupy, use and enjoy the Premises during the Term subject to the provisions of
this Lease. Landlord shall warrant and forever defend Tenant's right to
occupancy of the Premises against the claims of any and all persons whomsoever
lawfully claiming the same or any part thereof, by, through or under Landlord,
but not otherwise, subject to the provisions of this Lease.

24.  DEFAULT BY TENANT.

     24.1  EVENTS OF DEFAULT. Each of the following occurrences shall constitute
an Event of Default (herein so called):

           (a)  The failure of Tenant to pay Rent as and when due hereunder and
the continuance of such failure for a period of FIVE (5) days after written
notice from Landlord to Tenant specifying the failure; provided, however, after
Landlord has given Tenant written notice pursuant to this clause (a) on two
separate occasions Landlord shall not be required to give Tenant any further
notice under this clause (a);

           (b)  The failure of Tenant to perform, comply with or observe any
other agreement, obligation or undertaking of Tenant, or any other term,
condition or provision, in this Lease, and the continuance of such failure for a
period of THIRTY (30) days after written notice from Landlord to Tenant
specifying the failure AND SUCH ADDITIONAL TIME [BUT NOT TO EXCEED SEVENTY-FIVE
(75) DAYS AFTER SUCH WRITTEN NOTICE FROM LANDLORD TO TENANT], IF ANY, AS IS
REASONABLY NECESSARY TO CURE SUCH FAILURE IF SUCH FAILURE IS OF SUCH A NATURE
THAT IT CANNOT REASONABLY BE CURED WITHIN SUCH THIRTY (30) DAY PERIOD, PROVIDED
TENANT COMMENCES THE CURING OF THE SAME WITHIN SUCH THIRTY (30) DAY PERIOD AND
DILIGENTLY AND CONTINUOUSLY PROSECUTES THE CURING OF THE SAME IN GOOD FAITH AND
WITH DUE DILIGENCE;

           (c)  The abandonment of the Premises by Tenant or the failure of
Tenant to occupy the Premises or any significant portion thereof;

           (d)  The filing of a petition by or against Tenant (the term
"Tenant" also meaning, for the purpose of this clause (d), any guarantor of the
named Tenant's obligations hereunder)(I) in any bankruptcy or other insolvency
proceeding, (ii) seeking any relief under the Bankruptcy Code or any similar
debtor relief law, (iii) for the appointment of a liquidator or receiver for
all or substantially all of Tenant's property or for Tenant's interest in this
Lease or (iv) to reorganize or modify Tenant's capital structure; and

           (e)  The admission by Tenant in writing that it cannot meet its
obligations as they become due or the making by Tenant of an assignment for the
benefit of its creditors.

     24.2  REMEDIES OF LANDLORD. Upon any Event of Default, Landlord may, at
Landlord's option and in addition to all other rights, remedies and recourses
afforded Landlord hereunder or by law or equity, do any one or more of the
following:

           (a)  Terminate this Lease by the giving of written notice to Tenant,
in which event Tenant shall pay to Landlord the sum of (I) all Rent and other
amounts accrued hereunder to the date of termination, (ii) all amounts due
under Section 24.3 and (iii) liquidated damages in an amount equal to (A) the
total Rent that Tenant would have been required to pay for the remainder of the
Term discounted to present value at the prime lending rate (or equivalent rate,
however denominated) in effect on the date of termination at the largest
national bank in the state where the Complex is located minus (B) the then
present fair rental value of the Premises for such period, similarly discounted.

           (b)  Terminate Tenant's right to possession of the Premises without
terminating this Lease by the giving of written notice to Tenant, in which
event Tenant shall pay to Landlord (I) all Rent and other amounts accrued
hereunder to the date of termination of possession, (ii) all amounts due from
time to time under Section 24.3 and (iii) all Rent and other sums required
hereunder to be paid by Tenant during the remainder of the Term, diminished by
any net sums thereafter received by Landlord through reletting the Premises
during said period. Reentry by Landlord in the Premises will not affect the
obligations of Tenant hereunder for the unexpired Term. Landlord may bring
action against Tenant to collect amounts due by Tenant on one or more
occasions, without the necessity of Landlord's waiting until expiration of the
Term. If Landlord elects to proceed under this Section 24.2(b), it may at any
time elect to terminate this Lease pursuant to Section 24.2(a).

           (c)  Without notice, alter any and all locks and other security
devices at the Premises without being obligated to deliver new keys to the
Premises, unless Tenant has cured all Events of Default before Landlord has
terminated this Lease under Section 24.2(a) or has entered into a lease to
relet all or a portion of the Premises.

           (d)  If an Event of Default specified in Section 24.1(c) occurs,
Landlord may remove and store any property that remains on the Premises, and,
if Tenant does not claim such property within ten days after Landlord has
delivered to Tenant notice of such storage, Landlord may appropriate, sell,
destroy, or otherwise dispose of the


                                       8
<PAGE>   13
     property in question without notice to Tenant or any other person and
     without any obligation to account for such property.

     24.3 PAYMENT BY TENANT. Upon any Event of Default, Tenant shall also pay
to Landlord all costs and expenses incurred by Landlord, including court costs
and reasonable attorneys' fees, in (a) retaking or otherwise obtaining
possession of the Premises, (b) removing and storing Tenant's or any other
occupant's property, (c) repairing, restoring, altering, remodeling or
otherwise putting the Premises into condition acceptable to a new tenant or
tenants, (d) reletting all or any part of the Premises, (e) paying or
performing the underlying obligation which Tenant failed to pay or perform and
(f) enforcing any of Landlord's rights, remedies or recourses arising as a
consequence of the Event of Default.

     24.4 RELETTING. Upon termination of this Lease or upon termination of
Tenant's right to possession of the Premises, Landlord shall use reasonable
efforts to relet the Premises on such terms and conditions as Landlord in its
sole discretion may determine (including a term different than the Term, rental
concessions, and alterations to, and improvements of, the Premises); however,
Landlord shall not be obligated to relet the Premises before leasing other
portions of the Building. Landlord shall not be liable, nor shall Tenant's
obligations hereunder be diminished because of, Landlord's failure to relet the
Premises or collect rent due in respect of such reletting. Tenant shall not be
entitled to the excess of any rent obtained by reletting over the Rent herein
reserved.

     24.5 LANDLORD'S RIGHT TO PAY OR PERFORM. Upon an Event of Default,
Landlord may, but without obligation to do so and without thereby waiving or
curing such Event of Default, pay or perform the underlying obligation for the
account of Tenant, and enter the Premises and expend the Security Deposit for
such purpose.

     24.6 NO WAIVER; NO IMPLIED SURRENDER. Provisions of this Lease may only be
waived by the party entitled to the benefit of the provision evidencing the
waiver in writing. Thus, neither the acceptance of Rent by Landlord following
an Event of Default (whether known to Landlord or not), nor any other custom or
practice followed in connection with this Lease, shall constitute a waiver by
Landlord of such Event of Default or any other Event of Default. Further, the
failure by Landlord to complain of any action or inaction by Tenant, or to
assert that any action or inaction by Tenant constitutes (or would constitute,
with the giving of notice and the passage of time) an Event of Default,
regardless of how long such failure continues, shall not extinguish, waive or
in any way diminish the rights, remedies and recourses of Landlord with respect
to such action or inaction. No waiver by Landlord of any provision of this
Lease or of any breach by Tenant of any obligation of Tenant hereunder shall be
deemed to be a waiver of any other provision hereof, or of any subsequent
breach by Tenant of the same or any other provision hereof. Landlord's consent
to any act by Tenant requiring Landlord's consent shall not be deemed to render
unnecessary the obtaining of Landlord's consent to any subsequent act of
Tenant. No act or omission by Landlord (other than Landlord's execution of a
document acknowledging such surrender) or Landlord's agents, including the
delivery of the keys to the Premises, shall constitute an acceptance of a
surrender of the Premises.

25.  DEFAULTS BY LANDLORD. Landlord shall not be in default under this Lease,
and Tenant shall not be entitled to exercise any right, remedy or recourse
against Landlord or otherwise as a consequence of any alleged default by
Landlord under this Lease, unless Landlord fails to perform any of its
obligations hereunder and said failure continues for a period of 30 days after
Tenant gives Landlord and (provided that Tenant shall have been given the name
and address of Landlord's Mortgagee) Landlord's Mortgagee written notice
thereof specifying, with reasonable particularity, the nature of Landlord's
failure. If, however, the failure cannot reasonably be cured within the 30-day
period, Landlord shall not be in default hereunder if Landlord or Landlord's
Mortgagee commences to cure the failure within the 30 days and thereafter
pursues the curing of same diligently to completion. If Tenant recovers a money
judgment against Landlord for Landlord's default of its obligations hereunder
or otherwise, the judgment shall be limited to Tenant's actual direct, but not
consequential, damages therefor and shall be satisfied only out of the interest
of Landlord in the Complex as the same may then be encumbered, and Landlord
shall not otherwise be liable for any deficiency. In no event shall Tenant have
the right to levy execution against any property of Landlord other than its
interest in the Complex. The foregoing shall not limit any right that Tenant
might have to obtain specific performance of Landlord's obligations hereunder.

26.  RIGHT OF REENTRY. Upon the expiration or termination of the Term for
whatever cause, or upon the exercise by Landlord of its right to re-enter the
Premises without terminating this Lease, Tenant shall immediately, quietly and
peaceably surrender to Landlord possession of the Premises in "broom clean" and
good order, condition and repair, except only for ordinary wear and tear,
damage by casualty not covered by Section 15.2 and repairs to be made by
Landlord pursuant to Section 15.1. If Tenant fails to surrender possession as
herein required, Landlord may, without giving Tenant prior notice to vacate the
Premises or any other notice, initiate any and all legal action as Landlord may
elect to dispossess Tenant and all of its property, and all persons or firms
claiming by, through or under Tenant and all of their property, from the
Premises, and may remove from the Premises and store (without any liability for
loss, theft, damage or destruction thereto) any such property at Tenant's cost.
While Tenant remains in possession of the Premises after such expiration,
termination or exercise by Landlord of its re-entry right, Tenant shall be
deemed to be occupying the Premises as a tenant-at-sufferance, subject to all
of the obligations of Tenant under this Lease, except that the daily Rent shall
be twice the per day Rent in effect immediately before such expiration,
termination or exercise by Landlord. No such holding over shall extend the
Term. If Tenant fails to surrender possession of the Premises in the condition
herein required, Landlord may, at Tenant's expense, restore the Premises to
such condition.

27.  MISCELLANEOUS.

     27.1 INDEPENDENT OBLIGATIONS; NO OFFSET. The obligations of Tenant to pay
Rent and to perform the other undertakings of Tenant hereunder constitute
independent unconditional obligations to be performed at the times specified
hereunder, regardless of any breach or default by Landlord hereunder. Tenant
shall have no right, and Tenant hereby waives


                                       9
<PAGE>   14
and relinquishes all rights which Tenant might otherwise have, to claim any
nature of lien against the Complex or to withhold, deduct from or offset
against any Rent or other sums to be paid to Landlord by Tenant.

     27.2  TIME OF ESSENCE. Time is of the essence with respect to each date or
time specified in this Lease by which an event is to occur.

     27.3  APPLICABLE LAW. This Lease shall be governed by, and construed in
accordance with, the laws of the State of Texas. All monetary and other
obligations of Landlord and Tenant are performable in the county where the
Complex is located.

     27.4  ASSIGNMENT BY LANDLORD. Landlord shall have the right to
assign, in whole or in part, any or all of its rights, titles or interests in
and to the Complex or this Lease and, upon any such assignment, Landlord shall
be relieved of all unaccrued liabilities and obligations hereunder to the
extent of the interest so assigned.

     27.5  COMMENCEMENT DATE AND ESTOPPEL CERTIFICATES. From time to time at
the request of Landlord or Landlord's Mortgagee Tenant will promptly and
without compensation or consideration execute, have acknowledged and deliver a
certificate stating (a) the Commencement Date and the date of expiration of the
Term, (b) the rights (if any) of Tenant to extend the Term or to expand the
Premises, (c) the Rent (or any components of the Rent) currently payable
hereunder, (d) whether this Lease has been amended in any respect and, if so,
submitting copies of or otherwise identifying the amendments, (e) whether,
within the knowledge of Tenant, there are any existing breaches or defaults by
Landlord hereunder and, if so, stating the defaults with reasonable
particularity and (f) such other information pertaining to this Lease as
Landlord or Landlord's Mortgagee may reasonably request.

     27.6  SIGNS, BUILDING NAME AND BUILDING ADDRESS. Landlord may, from time
to time at its discretion, maintain any and all signs anywhere in the Complex,
and to change the name and street address of the Complex. Tenant shall not use
the name of the Building for any purpose other than the address of the business
to be conducted by Tenant from the Premises.

     27.7  NOTICES. All notices and other communications given pursuant to this
Lease shall be in writing and shall either be mailed by first class United
States mail, postage prepaid, registered or certified with return receipt
requested, and addressed as set forth in this Section 27.7, or delivered in
person to the intended addressee, or sent by prepaid telegram, cable or telex
followed by a confirmatory letter. Notice mailed in the aforementioned manner
shall become effective three business days after deposit; notice given in any
other manner, and any notice given to Landlord, shall be effective only upon
receipt by the intended addressee. Each party shall have the continuing right to
change its address for notice hereunder by the giving of 15 days' prior written
notice to the other party in accordance with this Section 27.7. ALL PAYMENTS
SHOULD BE MADE PAYABLE TO COTTONSTAR--RAMBLER ROAD L/B A/C AND MAILED TO:
COTTONSTAR--RAMBLER ROAD L/B A/C NEWARK POST OFFICE  PO BOX 35262  NEWARK, NJ
07193-5262

     Landlord                           Tenant
     --------                           ------
     4849 Greenville Partners            Travel Technologies Group, L.P.
     c/o Cottonwood Partners            7557 Rambler Rd., Suite 1300
     7557 Rambler Rd., Suite 932        Dallas, TX 75231
     Dallas, Texas 75231

cc:  Property Manager
     Cottonwood Management Services
     7557 Rambler Rd., Suite 250
     Dallas, TX 75231

     27.8  ENTIRE AGREEMENT, AMENDMENT AND BINDING EFFECT. This Lease
constitutes the entire agreement between Landlord and Tenant relating to the
subject matter hereof and all prior agreements relative hereto which are not
contained herein are terminated. This Lease may be amended only by a written
document duly executed by Landlord and Tenant (and, if a Mortgage is then in
effect, by the Landlord's Mortgagee entitled to the benefits thereof), and any
alleged amendment which is not so documented shall not be effective as to
either party. The provisions of this Lease shall be binding upon and inure to
the benefit of the parties hereto and their heirs, executors, administrators,
successors and assigns; provided however, that this Section 27.8 shall not
negate, diminish or alter the restrictions on Transfers applicable to Tenant
set forth elsewhere in this Lease.

     27.9  SEVERABILITY. This Lease is intended to be performed in accordance
with and only to the extent permitted by all Legal Requirements. If any
provision of this Lease or the application thereof to any person or
circumstance shall, for any reason and to any extent, be invalid or
unenforceable, but the extent of the invalidity or unenforceability does not
destroy the basis of the bargain between the parties as contained herein, the
remainder of this Lease and the application of such provision to other persons
or circumstances shall not be affected thereby, but rather shall be enforced to
the greatest extent permitted by law.

     27.10  NUMBER AND GENDER, CAPTIONS AND REFERENCES. As the context of this
Lease may require, pronouns shall include natural persons and legal entities of
every kind and character, the singular number shall include the plural and the
neuter shall include the masculine and the feminine gender. Section headings in
this Lease are for convenience of reference only and are not intended, to any
extent and for any purpose, to limit or define any section hereof. Whenever the
terms "hereof," "hereby," "herein," "hereunder" or words of similar import are
used in this Lease, they shall be construed as referring


                                       10
<PAGE>   15
to this Lease in its entirety rather than to a particular section or provision,
unless the context specifically indicates to the contrary. Any reference to a
particular "Section" shall be construed as referring to the indicated section
of this Lease.

     27.11  ATTORNEYS' FEES. If either party hereto initiates any litigation
against the other party relating to this Lease, the prevailing party shall be
entitled to recover, in addition to all damages allowed by law and other
relief, all court costs and reasonable attorneys' fees incurred in connection
with such litigation.

     27.12  BROKERS. Tenant and Landlord hereby warrant and represent unto the
other that it has not incurred or authorized any brokerage commission, finder's
fees or similar payments in connection with this Lease, other than that which
is due to The Darrow Group and Cottonwood Partners, which payment shall be paid
by Landlord. Each party shall defend, indemnify and hold the other harmless
from and against any claim for brokerage commission, finder's fees or similar
payment arising by virtue of authorization of such party, or any Affiliate of
such party, in connection with this Lease.

     27.13  INTEREST ON TENANT'S OBLIGATIONS. Any amount due from Tenant to
Landlord which is not paid when due shall bear interest at the maximum rate
allowed by law from the date such payment is due until paid, but the payment of
such interest shall not excuse or cure the default in payment.

     27.14  AUTHORITY. The person executing this Lease on behalf of Tenant
personally warrants and represents to Landlord that (a) Tenant is a duly
organized and existing legal entity, in good standing in the State of Texas;
(b) Tenant has full right and authority to execute, deliver and perform this
Lease; (c) the person executing this Lease on behalf of Tenant was authorized
to do so; and (d) upon request of Landlord, such person will deliver to
Landlord satisfactory evidence of his or her authority to execute this Lease on
behalf of Tenant.

     27.15  RECORDING. Neither this Lease (including any Exhibit hereto) nor
any memorandum hereof shall be recorded without the prior written consent of
Landlord.

     27.16  EXHIBITS. All Exhibits and written addenda hereto are incorporated
herein for any and all purposes.

     27.17  MULTIPLE COUNTERPARTS. This Lease may be executed in two or more
counterparts, each of which shall be an original, but all of which shall
constitute but one instrument.

     27.18  CONSENTS AND APPROVALS. ANY PROVISION CONTAINED IN THIS LEASE
REQUIRING LANDLORD'S CONSENT OR APPROVAL SHALL BE CONSTRUED SUCH THAT LANDLORD
WILL NOT UNREASONABLY WITHHOLD SUCH CONSENT OR APPROVAL.

EXECUTED as of the date and year above first written.

TENANT ACKNOWLEDGES THAT LANDLORD HAS MADE NO WARRANTIES TO TENANT AS TO THE
CONDITION OF THE PREMISES, EITHER EXPRESS OR IMPLIED, AND LANDLORD AND TENANT
EXPRESSLY DISCLAIM ANY IMPLIED WARRANTY THAT THE PREMISES ARE SUITABLE FOR
TENANT'S INTENDED COMMERCIAL PURPOSE, AND TENANT'S OBLIGATION TO PAY RENT
HEREUNDER IS NOT DEPENDENT UPON THE CONDITION OF THE PREMISES OR THE
PERFORMANCE BY LANDLORD OF ITS OBLIGATIONS HEREUNDER, AND TENANT SHALL CONTINUE
TO PAY THE RENT, WITHOUT ABATEMENT (EXCEPT AS OTHERWISE EXPRESSLY PROVIDED
HEREIN), SET OFF, DEDUCTION, NOTWITHSTANDING ANY BREACH BY LANDLORD OF ITS
DUTIES OR OBLIGATIONS HEREUNDER, WHETHER EXPRESS OR IMPLIED.


           TENANT:   TRAVEL TECHNOLOGIES GROUP, L.P.

                     BY: /s/ TIMOTHY J. SEVERT
                         ------------------------------------
                     NAME: TIMOTHY J. SEVERT

                     TITLE: VP OF ADMIN.

           LANDLORD:  4849 GREENVILLE PARTNERS

                      BY:  WallGlen Partners I, Ltd.

                          BY: WallGlen Properties I, Inc.

                                By: /s/ Robert J. Axley
                                    -------------------------
                                Name: Robert J. Axley

                                Title: Chairman


                                       11
<PAGE>   16
                                 EXHIBIT INDEX

Exhibit A:     Glossary

Exhibit B:     Description of Premises

Exhibit C:     Rules and Regulations

Exhibit D:     Work Letter

Exhibit E:     Property Legal Description

Exhibit F:     Right of First Refusal

Exhibit G:     Renewal Option

Exhibit H:     Corporate Guaranty

<PAGE>   17
                                   EXHIBIT A

                           GLOSSARY OF DEFINED TERMS

      1.   "ADDENDUM" shall mean the Addendum, if any, attached to this Lease.

      2.   "AFFILIATE" shall mean a person or party who or which controls, is
controlled by or is under common control with another person or party.

      3.   "BUILDING" shall mean that certain 14 floor office building and
garage structure constructed on the Land, the street address of which is 7557
Rambler, Dallas, Texas, and is more particularly described in the deed recorded
in Volume 90252, Page 5110 of the Deed Records of Dallas County, Texas. The
term "Building" shall include all fixtures and appurtenances in and to the
aforesaid structure, including specifically but without limitation all above
grade walkways and all electrical, mechanical, plumbing, security, elevator,
boiler, HVAC, telephone, water, gas, storm sewer, sanitary sewer and all other
utility systems and connections, all life support systems, sprinklers, smoke
detection and other fire protections systems, and all equipment, machinery,
shafts, flues, piping, wiring, ducts, duct work, panels, instrumentation and
other appurtenances relating thereto.

      4.   "BUILDING OPERATING HOURS" shall mean 8:00 a.m. to 6:00 p.m. Monday
through Friday and Saturday 8:00 a.m. to 1:00 p.m., exclusive of Sundays and
Holidays.

      5.   "BUILDING RULES AND REGULATIONS" shall mean the rules and regulations
governing the Complex promulgated by Landlord from time to time. The current
Building Rules and Regulations maintained by Landlord are attached as Exhibit C
hereto.

      6.   "BUILDING STANDARD", when applied to an item, shall mean such item as
has been designated by Landlord (orally or in writing) as generally applicable
throughout the leased portions of the Building.

      7.   "COMMENCEMENT DATE" shall mean the date of commencement of the Term
as determined pursuant to Section 6.3.

      8.   "COMMON AREAS" shall mean all areas and facilities within the Complex
which have been constructed and are being maintained by Landlord for the
common, general, non-exclusive use of all tenants in the Building, and shall
include restrooms, lobbies, corridors, service areas, elevators, stairs and
stairwells, the Parking Facility, driveways, loading areas, ramps, walkways and
landscaped areas.

      9.   "COMPLEX" shall mean the Land and all improvements thereon, including
the Building and the Parking Facility.

    10.   "EXPENSE STOP" shall mean that portion of the Operating Expenses,
expressed in terms of dollars per square foot of Net Rentable Area per Fiscal
Year, which will be excluded from the computation of Additional Rent. Unless
changed by mutual agreement of the parties, the "Expense Stop" shall equal the
actual operating expenses for calendar year 1998.

     11.  "FISCAL YEAR" shall mean the fiscal year (or portion thereof) of
Landlord as elapses during the Term. The Fiscal Year currently commences on
January 1; however, Landlord may change the Fiscal Year at any time or times.

     12.  "FORCE MAJEURE" shall mean the occurrence of any event which hinders,
prevents or delays the performance by Landlord of any of its obligations
hereunder and which is beyond the reasonable control of Landlord.

     13.  "HOLIDAYS" shall mean (a) New Year's Day, Memorial Day, Independence
Day, Labor Day, Thanksgiving Day and Christmas Day, (b) other days on which
national or state banks located in the state where the Complex is located must
or may close for ordinary operations and (c) other days which are commonly
observed as holidays by the majority of tenants of the Building. If the Holiday
occurs on a Saturday or Sunday, the Friday preceding or the Monday following
may, at Landlord's discretion, be observed as a Holiday.

     14.  "HVAC" shall mean the heating, ventilation and air conditioning
systems in the Building.

     15.  "IMPOSITIONS" shall mean (a) all real estate, personal property,
rental, water, sewer, transit, use, occupancy and other taxes, assessments,
charges, excises and levies (including any interest, costs or penalties with
respect thereto), general and special, ordinary and extraordinary, foreseen and
unforeseen of any kind and nature whatsoever which are assessed, levied, charged
or imposed upon or with respect to the Complex, or any portion thereof, or the
sidewalks, streets, or alley ways adjacent thereto, or the ownership, use,
occupancy or enjoyment thereof (including but not limited to mortgage taxes and
other taxes and assessments passed on to Landlord by Landlord's Mortgagee) and
(b) all charges for any easement, license, permit or agreement maintained for
the benefit of the Complex. "Impositions" shall not include income taxes, estate
and inheritance taxes, excess profit taxes, franchise taxes, taxes imposed on or
measured by the income of Landlord from the operation of the Complex, and taxes
imposed on account of the transfer of ownership of the Complex or the Land. If
any or all of the Impositions be discontinued and, in substitution therefor,
taxes, assessments, charges, exercises or impositions be assessed, levied,
charged or imposed wholly or partially on the Rents received or payable under (a
"SUBSTITUTE IMPOSITION"), then the Substitute Imposition shall be deemed to be
included within the term "Impositions".


                                      A-1
<PAGE>   18
     17.  "LAND" shall mean the real property on which the Building is
constructed and which is further described in Exhibit E hereto.

     18.  "LANDLORD'S MORTGAGEE" shall mean the mortgagee of any mortgage, the
beneficiary of any deed of trust, the pledgee of any pledge, the secured party
of any security interest, the assignee of any assignment and the transferee of
any other instrument of transfer (including the ground lessor of any ground
lease on the Land) now or hereafter in existence on all or any portion of the
Complex, and their successors, assigns and purchasers. "MORTGAGE" shall mean
any such mortgage, deed of trust, pledge, security agreement, assignment or
transfer instrument, including all renewals, extensions and rearrangements
thereof and of all debts secured thereby.

     19.  "LANDLORD'S WORK" shall mean all improvements, components,
assemblies, installations, finish, labor, materials and services that Landlord
is required to furnish, install, perform, provide or apply to the Premises as
specified in the Work Letter.

     20.  "PREMISES" shall mean the area leased by Tenant pursuant to this
Lease as outlined on the floor plan drawing attached as Exhibit B hereto and all
other space added to the Premises pursuant to the terms of this Lease. The
Premises includes the space between the top surface of the floor slab of the
outlined area and the finished surface of the ceiling immediately above.

     21.  "LEGAL REQUIREMENTS" shall mean any and all (a) judicial decisions,
orders, injunctions, writs, statutes, rulings, rules, regulations,
promulgations, directives, permits, certificates or ordinances of any
governmental authority in any way applicable to Tenant or the Complex,
including but not limited to the Building Rules and Regulations, zoning,
environmental and utility conservation matters, (b) requirements imposed on
Landlord by any Landlord's Mortgagee, (c) insurance requirements and (d) other
documents, instruments or agreements (written or oral) relating to the Complex
or to which the Complex may be bound or encumbered.

     22. "NET RENTABLE AREA" whether of the Premises or the Complex shall mean
the area determined pursuant to the American National Standard Method for
measuring floor space in office buildings, as set forth in American National
Standard's Institute publication Z65.1-1980 and as, from time to time, revised.
Landlord and Tenant hereby stipulate that, unless and until revised by virtue
of the application of the standards set forth in said publication or in a
revised publication, the Net Rentable Area of the Premises shall be 13,325
square feet and the Net Rentable Area of the Building shall be 307,130 square
feet.

     23. "OPERATING EXPENSES" shall mean all costs and expenses which Landlord
pays or accrues by virtue of the ownership, use, management, leasing,
maintenance, service, operation, insurance or condition of the Complex during a
particular Fiscal Year or portion thereof as determined by Landlord or its
certified public accountants in accordance with generally accepted accounting
principles plus (in instances where the Building was not fully occupied for the
entire period in question) all additional costs and expenses which Landlord or
such accountant reasonably determines Landlord would have paid or accrued
during such period if the Building has been fully occupied (defined as 95%
occupied). "Operating Expenses" shall include, but shall not be limited to, the
following to the extent they relate to the Complex:

          (a)  all Impositions and other governmental charges;

          (b)  all insurance premiums charged for policies obtained by Landlord,
     which may include without limitation, at Landlord's election, (i) fire and
     extended coverage insurance including earthquake, windstorm, hail,
     explosion, riot, strike, civil commotion, aircraft, vehicle and smoke
     insurance, (ii) public liability and property damage insurance, (iii)
     elevator insurance, (iv) workmen's compensation insurance for the
     employees covered by clause (h), (v) boiler, machinery, sprinkler, water
     damage, legal liability, burglary, hold-up, fidelity and pilferage
     insurance, (vi) rental loss insurance and (vii) such other insurance as
     Landlord may elect to obtain;

          (c)  all deductible amounts incurred in any Fiscal Year relating to an
     insurable loss;

          (d)  all maintenance, repair, replacement and painting costs;

          (e)  all janitorial, custodial, cleaning, washing, landscaping,
     landscape maintenance, trash removal and pest control costs;

          (f)  all security costs;


                                      A-2

<PAGE>   19
         (g)  all electrical, energy monitoring, water, water treatment, gas,
    sewer, telephone and other utility and utility related charges;

          (h)  all wages, salaries, salary burdens, employee benefits, payroll
    taxes, social security and insurance for all persons engaged by Landlord or
    an Affiliate of Landlord in connection with the operation and maintenance of
    the Building;

          (i)  all costs of leasing or purchasing supplies, tools, equipment and
    materials;

          (j)  all management fees and other charges for management services
    (including, without limitation, travel and related expenses), whether
    provided by an independent management company, by Landlord or by an
    Affiliate of Landlord;

          (k)  all fees and other charges paid under all maintenance and service
    agreements, including but not limited to window cleaning, elevator and HVAC
    maintenance;

          (l)  all legal, accounting and auditing fees and expenses; and

          (m)  amortization of the cost of acquiring, financing and installing
    capital items which are intended to reduce (or avoid increases in) operating
    expenses or which are required by a governmental authority. Such costs shall
    be amortized over the reasonable life of the items in accordance with
    generally accepted accounting principles, but not beyond the reasonable life
    of the Building.

"Operating Expenses" shall not include (i) expenditures classified as capital
expenditures for federal income tax purposes except as set forth in clause (m),
(ii) costs for which Landlord is entitled to specific reimbursement by Tenant,
by any other tenant of the Building or by any other third party, (iii)
allowances specified in the Work Letter for expenses incurred by Landlord for
improvements to the Premises, (iv) leasing commissions, and all non-cash
expenses (including depreciation), except for the amortized costs specified in
clause (m), (v) land or ground rent, if applicable, and (vi) debt service on any
indebtedness secured by the Complex (except debt service on indebtedness to
purchase or pay for items specified as permissible "Operating Expenses" under
clause (a) through (m)), (VIII) LEASEHOLD IMPROVEMENTS MADE FOR OTHER TENANTS,
(IX) ADVERTISING AND PROMOTIONAL EXPENDITURES, (X) ANY EXPENSE FOR WHICH
LANDLORD IS COMPENSATED BY INSURANCE OR OTHER PROCEEDS.

     24.  "PARKING FACILITY" shall mean (a) any parking garage and any other
parking lot or facility adjacent to or in the Complex servicing the Building
and (b) any parking area, open or covered, leased by Landlord to service the
Building.

     25.  "RENT" shall mean Base Rent, Additional Rent, the parking charge
called for in Section 5.4 and all other amounts provided for under this Lease
to be paid by Tenant, whether as additional rent or otherwise. "BASE RENT"
shall mean the base rent specified in Section 5.1 as adjusted in accordance
with Section 5.2. " BASE RENT ADJUSTMENT" shall mean the increase in the annual
Base Rent as set forth in Section 5.2 "ADDITIONAL RENT" shall mean the
additional rent specified in Section 5.3.

     26.  "SECURITY DEPOSIT" shall mean -0- paid by Tenant as security for the
full and faithful performance of the obligations of Tenant under this Lease.

     27.  "TAKING" or "TAKEN" shall mean the actual or constructive
condemnation, or the actual or constructive acquisition by or under threat of
condemnation, eminent domain or similar proceeding, by or at the direction of
any governmental authority or agency.

     28.  "TENANT'S SHARE" shall mean the proportion by which the Net Rentable
Area of the Premises bears to the Net Rentable Area of the Building. "Tenant's
Share" shall be adjusted by Landlord from time to time to reflect adjustments
to the then current Net Rentable Area of the Building or the Premises.
"Tenant's Share" shall initially mean 13,325 rentable square feet divided by
307,130 rentable square feet X 100 = 4.339%.

     29.  "TRANSFER" shall mean (a) an assignment (direct or indirect, absolute
or conditional, by operation of law or otherwise) by Tenant of all or any
portion of Tenant's interest in this Lease or the leasehold estate created
hereby, (b) a sublease of all or any portion of the Premises or (c) the grant
or conveyance by Tenant of any concession or license within the Premises. If
Tenant is a corporation then any transfer of this Lease by merger,
consolidation or dissolution, or by any change in ownership or power to vote a
majority of the voting stock (being the shares of stock regularly entitled to
vote for the election of directors) in Tenant outstanding at the time of
execution of this Lease shall constitute a Transfer. If Tenant is a partnership
having one or more corporations as general partners, the preceding sentence
shall apply to each corporation as if the corporation alone had been the Tenant
hereunder. If Tenant is a general or limited partnership, joint venture or
other form of association, the transfer of a majority of the ownership
interests therein shall constitute a Transfer. "TRANSFEREE" shall mean the
assignee, sublessee, pledgee, concessionee, licensee or other transferee of all
or any portion of Tenant's interest in this Lease, the leasehold estate created
hereby or the Premises. NOTWITHSTANDING THE FOREGOING, AN ASSIGNMENT OF THE
LEASE BY TENANT TO AN ENTITY CONTROLLED BY OR UNDER COMMON CONTROL WITH TENANT
SHALL NOT CONSTITUTE A TRANSFER HEREUNDER BUT TENANT SHALL PROVIDE PRIOR
WRITTEN NOTICE TO LANDLORD OF SUCH ASSIGNMENT.

     30.  "WORK LETTER" shall mean the agreement, if any, attached as Exhibit D
hereto between Landlord and Tenant for the construction of improvements in the
Premises.


                                      A-3
<PAGE>   20
                                   EXHIBIT B

                                    PREMISES

                                   Suite 1300

                  (Approximately 13,325 Rentable Square Feet)





                                  [FLOOR PLAN]

<PAGE>   21
                                   EXHIBIT C

                             RULES AND REGULATIONS


     1.   Landlord may from time to time adopt appropriate systems and
procedures for the security or safety of the Building, any persons occupying,
using, or entering the Building, or any equipment, finishings, or contents of
the Building, and each tenant shall comply with such systems and procedures.

     2.   Tenant's employees, visitors, and licensees shall not loiter in or
interfere with the use of the Parking Facility or the Complex's driveway or
parking areas nor consume alcohol in the common areas of the Complex or the
Parking Facility. The sidewalks, halls, passages, exits, entrances, elevators,
escalators, and stairways of the Building will not be obstructed by any tenants
or used by any of them for any purpose other than for ingress to and egress
from their respective premises. The halls, passages, exits, entrances,
elevators, escalators, and stairways are not for the general public, and
Landlord may control and prevent access to them by all persons whose presence,
in the reasonable judgment of Landlord, would be prejudicial to the safety,
character, reputation and interests of the Building and its tenants; in
determining whether access will be denied, Landlord may consider attire worn by
a person and its appropriateness for an office building, whether shoes are
being worn, use of profanity, either verbally or on clothing, actions of a
person (including, without limitation, spitting, verbal abusiveness, and the
like), and such other matters as Landlord may reasonably consider appropriate.

     3.   No sign, placard, picture, name, advertisement, or notice visible
from the exterior of any tenant's premises shall be inscribed, painted,
affixed, or otherwise displayed by any tenant on any part of the Building
without the prior written consent of Landlord. All approved signs or lettering
on doors will be printed, painted, affixed, or inscribed at the expense of the
tenant desiring such by a person approved by Landlord. Material visible from
outside the Building will not be permitted. Landlord may remove such material
without any liability, and may charge the expense incurred by such removal to
the tenant in question.

     4.   No curtains, draperies, blinds, shutters, shades, screens, or other
coverings, hangings, or decorations will be attached to, hung, or placed in, or
used in connection with any window of the Building or the Premises.

     5.   The sashes, sash doors, skylights, windows, heating, ventilating, and
air conditioning vents and doors that reflect or admit light and air into the
halls, passageways, or other public places in the Building shall not be covered
or obstructed by any tenant, nor will any bottles, parcels, or other articles
be placed on any window sills.

     6.   No showcases or other articles will be put in front of or affixed to
any part of the exterior of the Building, nor placed in the public halls,
corridors, or vestibules without the prior written consent of Landlord.

     7.   No tenant will permit its Premises to be used for lodging or
sleeping. No cooking will be done or permitted by any tenant on its premises,
except in areas of the premises which are specially constructed for cooking, so
long as such use is in accordance with all applicable federal, state, and city
laws, codes, ordinances, rules, and regulations.

     8.   No tenant will employ any person or persons other than the cleaning
service of Landlord for the purpose of cleaning the premises, unless otherwise
agreed by Landlord in writing. If any tenant's actions result in any increased
expense for any required cleaning, Landlord may assess such tenant for such
expenses. Janitorial service will not be furnished on nights to offices which
are occupied after business hours on those nights unless, by prior written
agreement of Landlord, service is extended to a later hour for specifically
designated offices.

     9.   The toilets, urinals, wash bowls, and other plumbing fixtures will
not be used for any purposes other than those for which they were constructed,
and no sweepings, rubbish, rags, or other foreign substances will be thrown in
them. All damages resulting from any misuse of the fixtures will be borne by
the tenant who, or whose servants, employees, agents, visitors, or licensees,
have caused the damage.

     10.  No tenant will deface any part of the premises or the Building.
Without the prior written consent of Landlord, no tenant will lay linoleum, or
other similar floor covering, so that it comes in direct contact with the floor
of such tenant's premises. If linoleum or other similar floor covering is to be
used, an interlining of builder's deadening felt will be first affixed to the
floor, by a paste or other material, soluble in water. The use of cement or
other similar adhesive material is expressly prohibited.

     11.  No tenant will alter, change, replace, or rekey any lock or install a
new lock or a knocker on any door of the premises. Landlord, its agent or
employee, will retain a master key to all door locks on the premises. Any new
door locks required by a tenant or any change in keying of existing locks will
be installed or changed by Landlord following such tenant's written request to
Landlord and will be at such tenant's expense. All new locks and rekeyed locks
will remain operable by Landlord's master key. Landlord will furnish to each
tenant, free of charge, two (2) keys to each door lock on its premises.
Landlord will have the right to collect a reasonable charge for additional keys
and cards requested by any tenant. Each tenant, upon termination of its
tenancy, will deliver to Landlord all keys and access cards for the premises
and Building which have been furnished to such tenant.

     12.  The elevator designated for freight by Landlord will be available for
use by all tenants in the Building during the hours and pursuant to such
procedures as Landlord may determine from time to time. The persons employed
to move tenant's equipment, material, furniture, or other property in or out of
the Building must be acceptable to Landlord; such


                                      C-1

<PAGE>   22
persons must be a locally recognized professional mover, whose primary business
is the performing of relocation services, and must be bonded and fully insured.
A certificate or other verification of such insurance must be received and
approved by Landlord prior to the start of any moving operations. Insurance
must be sufficient, in Landlord's sole opinion, to cover all personal
liability, theft, or damage to the Building, including without limitation floor
coverings, doors, walls, elevators, stairs, foliage, and landscaping. All moving
operations will be conducted at such times and in such a manner as Landlord may
direct, and all moving will take place during nonbusiness hours unless Landlord
otherwise agrees in writing. The moving tenant shall be responsible for the
provision of Building security during all moving operations, and shall be
liable for all losses and damages sustained by any party as a result of the
failure to supply adequate security. Landlord may prescribe the weight, size,
and position of all equipment, materials, furniture, or other property brought
into the Buildings. Heavy objects will, if considered necessary by Landlord,
stand on wood strips of such thickness as is necessary to distribute the weight
properly. Landlord will not be responsible for loss of or damage to any such
property from any cause, and all damage done to the Building by moving or
maintaining such property will be repaired at the expense of the moving tenant.
Landlord may inspect all such property to be brought into the Building and to
exclude from the Building all such property which violates any of these rules
and regulations or the lease of which these rules and regulations are a part.
Supplies, goods, materials, packages, furniture, and all other items of every
kind delivered to or taken from the premises will be delivered or removed
through the entrance and route designated by Landlord.

    13. No tenant will use or keep in the premises or the Building any kerosene,
gasoline, or inflammable or combustible or explosive fluid or material or
chemical substance other than limited quantities of them reasonably necessary
for the operation or maintenance of office equipment or limited quantities of
cleaning fluids and solvents required in normal operation of the premises.
Without Landlord's prior written approval, no tenant will use any method of
heating or air conditioning other than that supplied by Landlord. No tenant will
keep any firearms within the Premises. No tenant will use or keep or permit to
be used or kept any foul or noxious gas or substance in the premises, or permit
of suffer the premises to be occupied or used in an manner offensive or
objectionable to Landlord or other occupants of the Building by reason of noise,
odors, or vibrations, or interfere in any way with other tenants or those having
business in the Building.

    14. Landlord may without notice and without liability to any tenant, change
the name and street address of the Building.

    15. Landlord will have the right to prohibit any advertising by tenant,
mentioning the Building, which, in Landlord's reasonable opinion, tends to
impair the reputation of the Building or its desirability as a Building for
offices, and upon written notice from Landlord, tenant will discontinue such
advertising.

    16. Tenant will not bring any animals or birds into the Building, and will
not permit bicycles or other vehicles inside or on the sidewalks outside the
Building except in areas designated from time to time by Landlord for such
purposes.

    17. All persons entering or leaving the Building at any time other than the
Building's business hours shall comply with such off-hour regulations as
Landlord may establish and modify from time to time. Landlord may limit or
restrict access to the Building during such periods.

    18. Each tenant will store all its trash and garbage within its premise. No
material will be placed in the trash boxes or receptacles if such material is of
such nature that it may not be disposed of in the ordinary and customary manner
of removing and disposing of trash and garbage without being in violation of any
law or ordinance governing such disposal. All garbage and refuse disposal will
be made only through entryways and elevators provided for such purposes and at
such times as Landlord may designate. No furniture, appliances, equipment, or
flammable products of any type may be disposed of in the Building trash
receptacles.

    19. Canvassing, peddling, soliciting, and distribution of handbills or any
other written materials in the Building are prohibited, and each tenant will
cooperate to prevent same.

    20. Each tenant shall keep the doors of the premises closed and locked and
shall shut off all water faucets, water apparatus, and utilities before tenant
or tenant's employees leave the premises, so as to prevent waste or damage, and
for any default or carelessness in this regard tenant shall be liable for all
injuries sustained by other tenants or occupants of the Building or Landlord. On
multiple-tenancy floors, all tenants will keep the doors to the Building
corridors closed at all times except for ingress and egress.

                                      C-2
<PAGE>   23

                                   EXHIBIT D

                             WORK LETTER AGREEMENT

     This Work Letter Agreement supplements and is hereby incorporated in that
certain lease (hereinafter referred to as the "Lease") dated and executed
concurrently herewith by and between 4849 Greenville Partners, (hereinafter
referred to as "Landlord") and Travel Technologies Group L.P., (hereinafter
referred to as "Tenant") with the terms defined in the Lease to have the same
definition where used herein.

     (i)  The Premises are leased to Tenant in their "AS IS" condition and this
Work Letter Agreement is included to set forth the obligations of Landlord and
Tenant with respect to the preparation of the Premises for Tenant's occupancy.
All improvements described in this Work letter Agreement to be constructed in
and upon the Premises are hereinafter referred to as the "Tenant Improvements."
It is agreed that construction of the Tenant Improvements will be completed in
accordance with the procedures set forth in this Work Letter Agreement.

     (ii)  Tenant shall devote such time in consultation with Landlord or
Landlord's agent as may be required to provide all necessary information to
Landlord or Landlord's agent as Landlord deems necessary in order to enable
Landlord to complete, and obtain Tenant's written approval of, the final
layout, drawings, and plans for the Premises. If Tenant fails to furnish any
such information, or fails to approve layout, drawings, or plans within five
(5) Business Days after written request, Landlord may, at its election, be
discharged of its obligations under this Work Letter Agreement, but the same
shall not affect or diminish Tenant's duties and obligations set forth in the
Lease, and Tenant agrees to pay on demand all costs and expenses and increased
unit prices incurred by Landlord on account of Tenant's failure to furnish such
information and approved drawings within such prescribed times. All of Tenant's
plans and specifications shall be subject to Landlord's consent, the granting
or denial of which shall be in Landlord's sole discretion.

     (iii)  Space planning and construction drawings, and when deemed necessary
by Landlord, engineering drawings, shall be prepared by Landlord's architect.
Landlord shall bear the cost of the initial space planning drawings, to include
one revision, which shall be prepared by Landlord's architect. Unless otherwise
provided in Exhibit "D-2", Tenant shall pay for additional space planning
services beyond those specified above, for Landlord's standard construction and
engineering drawings covering Landlord's Building Standard materials as defined
in Exhibit "D-1", and for any nonstandard construction and engineering
drawings, or any additional costs for drawings occasioned by special
installation other than Building Standard. Tenant may pay for such services out
of the Allowance, if any, provided in Exhibit "D-2". Tenant shall furthermore
be responsible for the design, function and maintenance of all special
improvements, whether installed by Landlord at Tenant's request or installed by
Tenant with Landlord's prior written approval. Tenant shall use the Building
Standard materials unless other materials are expressly approved in writing by
Landlord.

     (iv)  Prior to commencing any construction of Tenant Improvements,
Landlord shall submit to Tenant a written estimate setting forth the
anticipated cost of the Tenant Improvements (excluding any costs which may be
specified herein or in Exhibit "D-2" as being borne by Landlord), including but
not limited to labor and materials, contractor's fees (whether paid to
independent contractors or charged by Landlord for acting as a general
contractor), permit fees, and space planning, construction, and engineering
drawing costs which are the responsibility of Tenant. Within five (5) Business
Days Tenant shall either notify Landlord in writing of its approval of the cost
estimate, or specify its objections thereto and desired changes to the proposed
Tenant Improvements. In the event Tenant notifies Landlord of such objections
and desired changes, Tenant shall work with Landlord to reach acceptable plans
and cost estimate; provided, however, if Tenant fails to give written approval
of a cost estimate within ten (10) Business Days following delivery to Tenant
of the original cost estimate, Tenant shall be chargeable with one day of Delay
for each day thereafter until Tenant provides to Landlord in writing its
approval of a cost estimate.

     (v)  In the Event Landlord's estimate and/or the actual cost of
construction shall exceed the Allowance, (as defined in Exhibit "D-2" attached
hereto), if any (such amounts exceeding the Allowance being herein referred to
as the "Excess Costs"), Tenant shall pay to Landlord such Excess Costs as
follows:

          Tenant shall deliver to Landlord, with its approval of the Landlord's
estimate, and in any event prior to commencement of construction, an amount
equal to fifty percent (50%) of the Excess Costs as then estimated by Landlord.

          After substantial completion of the Tenant Improvements, but prior to
occupancy of the Premises by Tenant, Tenant shall pay to Landlord on demand an
amount which when added to the initial payment described in subparagraph (a)
above equals ninety percent (90%) of the Excess Costs as then estimated by
Landlord.

          As soon as the final accounting can be prepared and submitted to
Tenant, Tenant shall pay on demand to Landlord the entire balance of the Excess
Costs based upon the actual cost of construction.

The statements of costs submitted to Landlord by Landlord's contractors shall
be conclusive for purposes of determining the actual cost of the items
described therein. The amounts payable hereunder constitute additional rent
payable pursuant to the Lease, and the failure to timely pay same constitutes
an event of default under the Lease.

Exhibit "D" - Work Letter Agreement                Initialed:
<PAGE>   24

     (vi)      If Tenant shall request any change, addition or alteration in
the working drawings, after approval by Landlord and Tenant, Landlord shall
have such working drawings prepared, and Tenant shall promptly reimburse
Landlord for the cost thereof. Promptly upon completion of the revisions,
Landlord shall notify Tenant in writing of the cost which will be chargeable to
Tenant by reason of such change, addition or deletion. Tenant shall, within
three (3) business Days, notify Landlord in writing whether it desires to
proceed with such change, addition or deletion. In the absence of such written
authorization, Landlord shall have the option to continue work on the
Premises, disregarding the requested change, addition or alteration, or
Landlord may elect to discontinue work on the Premises, in which event Tenant
shall be chargeable with a Delay in completion of the Premises resulting
therefrom in accordance with Paragraph 3(a) of the Lease. In the event such
revisions result in a higher estimate of the cost of construction, Tenant shall
pay to Landlord an amount sufficient to provide Landlord with the above
described fifty percent (50%) (or if applicable ninety percent (90%)) payment
toward Excess Costs.

     (vii)     Following approval of the plans and the payment by Tenant of the
required portion of the Excess Costs, if any, Landlord shall cause the Tenant
Improvements to be constructed in accordance with the approved plans. Unless
otherwise specifically provided in the approved plans, all material used in the
construction of the Tenant's Improvements shall be of such quality as
determined by the Landlord's architect. Landlord shall notify Tenant of
substantial completion of the Tenant Improvements.

     It is hereby acknowledged by both Tenant and Landlord that this
Exhibit "D" has been executed as of, and shall become part of the Lease
Agreement dated, September 30, 1997.

          LANDLORD: 4849 GREENVILLE PARTNERS

          BY:  WallGlen Partners I, Ltd.

               BY:  WallGlen Properties I, Inc.

                    By: /s/ Robert J. Axley
                        -----------------------

                    Name:  Robert J. Axley
                          ---------------------
                    Title: Chairman
                          ---------------------
                    Date:  10-12-97
                          ---------------------


          TENANT: TRAVEL TECHNOLOGIES GROUP, L.P.

                    By: /s/ Timothy J. Severt
                        -----------------------

                    Name:  Timothy J. Severt
                          ---------------------
                    Title: VP - Admin.
                          ---------------------
                    Date:  9/30/97
                          ---------------------

<PAGE>   25

                                EXHIBIT "D-1"


1.   The Building Standard (herein so called) materials are the following:

A.   FLOORING:      Grade and quality of carpeting to be selected by Landlord,
                    with color to be selected by Tenant from those offered by
                    Landlord.

B.   WINDOW
     COVERING:      At Landlord's option, miniblinds or drapes in Landlord's
                    uniform color.

C.   CEILING:       Acoustical tiles - Grid system.

D.   PARTITIONS:    Sheetrock partitions with tape, bed, texture and paint
                    finish, and/or vinyl pre-clad sheetrock.

E.   DOORS:         Solid core door with metal frame and hardware.

F.   ELECTRICAL
     POWER
     OUTLETS:       Standard 110 volt duplex wall-mounted convenience outlets.

G.   LIGHT
     SWITCHES:      Single pole lights switches.

H.   TELEPHONE
     FACILITIES:    Standard unwired telephone outlets (ring and string)
                    mounted on partitions. Tenant must make timely arrangements
                    for telephone installation and is responsible for all
                    charges related to such installation.

I.   LIGHT
     FIXTURES:      Recessed fluorescent lighting fixtures.


TENANT SHALL HAVE THE ABILITY TO SELECT AND UTILIZE NONBUILDING STANDARD
MATERIALS WITH LANDLORD'S WRITTEN APPROVAL. IN NO EVENT SHALL THE ALLOWANCE SET
FORTH IN EXHIBIT D-2 CHANGE.





<PAGE>   26

                                 EXHIBIT "D-2"

 (viii)  Landlord agrees to construct the Tenant Improvements in accordance with
the approved plans as its cost and expense; provided, however, in the event
the actual cost of construction of the Tenant Improvements exceeds $7.00 per
square foot of Rentable Area in the Premises (which for purposes hereof is
agreed to be 13,325 square feet), being the total sum of $93,275.00 such
amount being referred to as the "Allowance"), Tenant shall pay the Excess Costs
as prescribed in Exhibit "D". In the event the actual cost of the Tenant
Improvements is less than the Allowance, Tenant shall not be entitled to any
credit for any amounts not applied to the cost of the Tenant Improvements.
<PAGE>   27
                                   EXHIBIT E
                           PROPERTY LEGAL DESCRIPTION

BEING a tract of land situated in Dallas County, Texas, in the Neal McCreary
Survey, Abstract No. 996, and being all of Lot 5 of Shelby's Suburban Heights
as recorded in Volume 624, Page 6, Map Records, Dallas County, Texas, and being
more particularly described as follows:

BEGINNING at an iron rod set for corner situated in the West line of Rambler
Road (a 50 foot right-of-way), said iron rod being North, a distance of 370.85
feet from the North line of Glen Lakes Drive;

THENCE South 89 degrees 28 minutes 52 seconds West, departing said Rambler
Road, a distance of 679.20 feet to an iron rod set for corner situated in the
East line of Houston and Texas Central Railway (a 100 foot right-of-way);

THENCE North 00 degrees 05 minutes 12 seconds West, along said Railway, a
distance of 383.64 feet to an iron rod set for corner;

THENCE North 89 degrees 28 minutes 50 seconds East, departing said Railway, a
distance of 679.78 feet to an iron rod set for corner situated in the West line
of Rambler Road;

THENCE South along said Rambler Road, a distance of 383.65 feet to the POINT OF
BEGINNING and CONTAINING 260,674 square feet or 5.9843 acres of land, more or
less.


                                      E-1
<PAGE>   28
                                   EXHIBIT "G"

                                 RENEWAL OPTION

     Provided that no event has ever occurred under any term or provision
contained in this Lease and no condition exists which with the passage of time
or the giving of notice or both would constitute an event of default pursuant to
this Lease and provided that Tenant has continuously occupied the Premises for
the Permitted Use during the Lease Term, Tenant (but not any assignee or
subtenant) shall have the right and option (the "Renewal Option") to renew this
Lease, by written notice delivered to Landlord no later than six (6) months
prior to the expiration of the initial Lease Term, for a period of sixty (60)
months (Renewal Term), at the then prevailing market rates FOR SPACE WITHIN
COMPARABLE CLASS A BUILDINGS WITHIN THE CENTRAL EXPRESSWAY SUBMARKET IN DALLAS,
TEXAS, WITH COMPARABLE VIEWS, SQUARE FOOTAGE, LEASEHOLD IMPROVEMENTS AND
CONCESSIONS, IF ANY, and under the same terms, conditions, and covenants
contained in the Lease, except that (a) no abatements or other concessions, if
any, applicable to the initial Lease Term shall apply to the Renewal Term; AND
(b) Tenant shall have no option to renew this Lease beyond the expiration of the
Renewal Term. Failure by Tenant to notify Landlord in writing of Tenant's
election to exercise the Renewal Option herein granted within the time limits
set forth for such exercise shall constitute a waiver of such Renewal Option. In
the event Tenant elects to exercise the Renewal Option as set forth above,
Landlord shall, within twenty (20) days thereafter, notify Tenant in writing of
the proposed rental for the Renewal Term (the "Proposed Renewal Rental"). Tenant
shall within twenty (20) days following delivery of the Proposed Renewal Rental
by Landlord notify Landlord in writing of the acceptance or rejection of the
Proposed Renewal Rental. If Tenant accepts Landlord's proposal, then the
Proposed Renewal Rental shall be the rental rate in effect during the Renewal
Term. Failure of Tenant to respond in writing during the aforementioned twenty
(20) day period shall be deemed an acceptance by Tenant of the Proposed Renewal
Rental. Should Tenant reject Landlord's Proposed Renewal Rental during such
twenty (20) day period, then Landlord and Tenant shall negotiate during the
thirty (30) day period commencing upon Tenant's rejection of Landlord's Proposed
Renewal Rental to determine the rental for the Renewal Term. In the event
Landlord and Tenant are unable to agree to a rental for the Renewal Term during
said thirty (30) day period, then the Renewal Option shall terminate and be null
and void and the Lease shall, pursuant to its terms and provisions, terminate at
the end of the original Lease Term.

     Upon exercise of the Renewal Option by Tenant and subject to the
conditions set forth hereinabove, the Lease shall be extended for the period of
such Renewal Term without the necessity of the execution of any further
instrument or document, although if requested by either party, Landlord and
Tenant shall enter into a written agreement modifying and supplementing the
Lease in accordance with the provisions hereof. Any termination of the Lease
during the initial lease Term shall terminate all renewal rights hereunder. The
renewal rights of Tenant hereunder shall not be severable from the Lease, nor
may such rights be assigned or otherwise conveyed in connection with any
permitted assignment of the Lease. Landlord's consent to any assignment of the
Lease shall not be construed as allowing an assignment of such rights to any
assignee.

                                      G-1
<PAGE>   29
                                  EXHIBIT "F"

                         ONGOING FIRST RIGHT OF REFUSAL


     Provided Tenant is not in default under the Lease and provided Travel
Technologies Group, L.P. is in occupancy of the Premises then Tenant, (but not
any Transferee) shall have the right, subject to the terms below, to Lease any
space on the 13th floor that is currently available or comes available for
lease, subordinate to any existing renewal options or Rights of First Refusals
that other tenants may have. See "First Right of Refusal Space" (herein so
called) outlined on Exhibit F-1. In the event any third party expresses
interest in leasing all or any portion of the First Right of Refusal Space
during the Term of the Lease which Landlord is prepared to accept, ("Third
Party Interest"), Landlord shall offer the First Right of Refusal Space to
Tenant upon the same terms and conditions as provided in the Lease for the
original Premises, except that (i) the rent for the First Right of Refusal
Space shall be the prevailing market rate, for comparable office space located
in the Building, (ii) Tenant shall accept the First Right of Refusal Space
"As-Is", unless otherwise agreed to by Landlord and Tenant. Tenant shall
notify Landlord in writing of the acceptance of such offer within five (5)
business days after Landlord has delivered such offer to Tenant, specifying
that such First Right of Refusal Space has been accepted by Tenant and is a
part of the Premises demised pursuant to the Lease for the remainder of the
Lease Term and any renewal thereof, if applicable, and containing other
appropriate terms and conditions relating to the addition of the First Right of
Refusal Space to this  Lease (including specifically any increase or adjustment
of the rent as a result of such addition). In the event that Tenant does not
notify Landlord in writing of its acceptance of such offer within five (5)
business day period, then Tenant's rights under this paragraph with respect to
the First Right of Refusal Space shall terminate and Landlord shall thereafter
be able to lease the First Right of Refusal Space or any portion thereof to any
third party. Any termination of the Lease shall terminate all rights of Tenant
with respect to the First Right of Refusal Space. The rights of Tenant with
respect to the First Right of Refusal Space shall not be severable from the
Lease, nor may such rights be assigned or conveyed in connection with any
permitted assignment of the Lease. Landlord's consent to any assignment of the
Lease shall not be construed as allowing an assignment or a conveyance of such
rights to any assignee. Nothing herein contained should be construed so as to
limit or abridge Landlord's ability to deal with the First Right of Refusal
Space or to lease the First Right of Refusal Space to other tenants, Landlord's
sole obligation being to offer, and if such offer is accepted, to deliver the
First Right of Refusal Space to Tenant in accordance with this provision.

     The Lease shall not be void or voidable, nor shall Landlord be liable to
Tenant for any loss or damage resulting from any delay in delivering possession
of the First Right of Refusal Space to Tenant, but abatement of the Base Rental
attributable to the First Right of Refusal Space from the date of Tenant's
acceptance of Landlord's offer with respect to the First Right of Refusal offer
to the date of actual delivery of the First Right of Refusal Space shall
constitute full settlement of all claims that Tenant might have against
Landlord by reason of the First Right of Refusal Space not being delivered upon
the date of Tenant's acceptance of Landlord's offer.


                                      F-1

<PAGE>   30
                                 EXHIBIT "F-1"

                          RIGHT OF FIRST REFUSAL SPACE

                                  [FLOORPLAN]
<PAGE>   31
                                  EXHIBIT "H"

                               GUARANTY OF LEASE
                                  Page 1 of 2

         The following provisions form a part of and constitute the basis for
this Guaranty of Lease (herein referred to as the "Guaranty"):

         WHEREAS, a certain Lease Amendment dated September 15, 1997 (herein
referred to as the "Lease") has been executed by and between 4849 Greenville
Partners, as Landlord (herein referred to as "Landlord", and Travel
Technologies Group L.P., as Tenant (herein referred to as "Tenant"), covering
certain Premises located in 7557 Rambler Road, Suite 1300, Dallas 75231,
County of Dallas, State of Texas, as more particularly described in the
Lease;

         WHEREAS, as a condition to Landlord's entering into the Lease,
Landlord requires the undersigned to guarantee the full performance of all of
the obligations of Tenant accruing under the Lease;

         WHEREAS, the undersigned desires to induce Landlord to enter into the
Lease with Tenant;

         NOW, THEREFORE, in consideration of the execution of the Lease by
Landlord, and other good and valuable consideration, the receipt of which is
hereby acknowledged, the undersigned hereby agrees that:

         (i) The undersigned unconditionally, absolutely and to the same extent
as if the undersigned had signed the Lease as tenant, assumes all liabilities,
obligations and duties of Tenant accruing under the Lease, and guarantees to
Landlord and Landlord's successors and assigns the full, prompt and complete
performance of each and all of the terms, covenants, conditions and provisions
of the Lease to be kept and performed by Tenant or Tenant's successors or
assigns, including the payment of all rental and other charges to accrue
thereunder and all damages that may arise as a consequence of the
nonperformance thereof.

         (ii) The liability of the undersigned under this Guaranty shall be
unconditional and primary, and in relation to any right of action which shall
accrue to Landlord under the Lease, Landlord may, at its option, proceed from
time to time solely against the undersigned or jointly against the undersigned
and any other person or entity without regard to Tenant's ability to perform
and without first commencing any action, exhausting any remedy, obtaining any
judgment or proceeding in any way against Tenant or any other person or entity;
and suit may be brought and maintained against the undersigned by Landlord to
enforce any liability, duty or obligation guaranteed hereby without joinder of
Tenant or any other person or entity.

         (iii) This Guaranty shall continue during the entire term of the Lease
and any renewals or extensions thereof and thereafter until Tenant and Tenant's
successors or assigns have fully discharged all of their obligations under the
Lease.

         (iv) Until all the covenants and conditions in the Lease to be
performed and observed by Tenant or Tenant's successors or assigns are fully
performed and observed, the undersigned: (a) shall have no right of subrogation
or any other right to enforce any remedy against Tenant or Tenant's successors
or assigns by reason of any payment or performance thereunder by the
undersigned, and (b) subordinates any liability or indebtedness of Tenant or
Tenant's successors or assigns now or hereafter held by the undersigned to all
obligations of Tenant or Tenant's successors or assigns to Landlord under the
Lease.

         (v) The undersigned agrees that the undersigned's obligations under
the terms of this Guaranty shall not be released, diminished, impaired, reduced
or affected by any limitation of liability or recourse under the Lease or by
the occurrence of any one or more of the following events: (a) the taking or
accepting of any other security or guaranty in connection with the Lease; (b)
any release, surrender, exchange, subordination, or loss of any security at any
time existing or purported or believed to exist in connection with the Lease;
(c) the death, insolvency, bankruptcy, disability, dissolution, termination,
receivership, reorganization or lack of corporate, partnership or other power
of Tenant, the undersigned, or any party at any time liable for payment or
performance pursuant to the Lease, whether now existing or hereafter occurring;
(d) any assignment or subletting by Tenant or Tenant's successors or assigns
whether or not permitted pursuant to the terms of the Lease or otherwise
approved by Landlord; (e) amendment of the Lease or any renewal, extension,
modification or rearrangement of the terms of payment or performance pursuant
to the Lease either with or without notice to or consent of the undersigned, or
any adjustment, indulgence, forbearance, or compromise that may be granted or
given by Landlord to Tenant, the undersigned or any other party at any time
liable for payment or performance pursuant to the Lease; (f) any


<PAGE>   32

neglect, delay, omission, failure, or refusal of Landlord to take or prosecute
any action for the collection or enforcement of the Lease or to foreclose or
take or prosecute any action in connection with the Lease; (g) any failure of
Landlord to notify the undersigned of any renewal, extension, rearrangement,
modification, assignment of the Lease or subletting of the Premises or any part
thereof, or of the release of or change in any security or of any other action
taken or refrained from being taken by Landlord against Tenant or of any new
agreement between Landlord and Tenant, it being understood that Landlord shall
not be required to give the undersigned any notice of any kind under any
circumstances with respect to or in connection with the Lease; (h) the
unenforceability of all or any part of the Lease against Tenant, it being
agreed that the undersigned shall remain liable hereon regardless of whether
Tenant or any other person be found not liable on the Lease, or any part
thereof, for any reason; or (i) any payment by Tenant to Landlord being held to
constitute a preference under the bankruptcy laws or for any other reason
Landlord being required to refund such payment or pay the amount thereof to
someone else.

         (vi) In the event suit or action is brought upon or in connection with
the enforcement of this Guaranty, the undersigned shall pay reasonable
attorneys' fees and all other expenses and court costs incurred by Landlord in
connection therewith.

         (vii) This Guaranty shall be binding upon the heirs, legal
representatives, successors and assigns of the undersigned and shall inure to
the benefit of the heirs, legal representatives, successors and assigns of
Landlord.

         (viii) The undersigned represents that the undersigned is the owner of
a direct or indirect interest in Tenant and that the undersigned will receive a
direct or indirect benefit from the Lease.

         IN WITNESS WHEREOF, the undersigned has executed this Guaranty as of
the 30th day of, September, 1997.


                                GUARANTOR:
                                WORLDTRAVEL PARTNERS, L.P.


                                By:               /s/ Timothy J. Severt
                                   ----------------------------------------
                                Name (Print)      Timothy J. Severt
                                            -------------------------------
                                Title:            VP Admin.
                                      -------------------------------------
                                Date:             9/30/97
                                     --------------------------------------
                                Tax ID Number:    58-1758379
                                              -----------------------------



<PAGE>   33
                                    [LOGO]

July 28, 1998                                  Original by Mail
                                               Return Receipt Requested

Mr. Tim Severt
Travel Technologies
1055 Lennox Park Blvd.
Suite 420
Atlanta, GA 30319

RE:      FIRST AMENDMENT TO LEASE AGREEMENT
         7557 RAMBLER

Dear Tim:

I am pleased to enclose your fully executed First Amendment to Lease Agreement
regarding the additional 2,869 RSF at 7557 Rambler in Dallas, Texas.

If you have any questions, or require further assistance, please do not
hesitate to call me at 214/987-4981.

Best regards,

COTTONWOOD PARTNERS

/s/ Kathy Denny
----------------------------------
Kathy Denny
Senior Vice President

KMD/ab

Enclosure - Fully executed original

cc:      Terry Darrow


                REAL ESTATE INVESTMENT, DEVELOPMENT & MANAGEMENT
                 5956 Sherry Lane, Suite 850, Dallas, TX 75225
                      Tel: 214 987 4981 Fax: 214 373 6440


<PAGE>   34

                      FIRST AMENDMENT TO LEASE AGREEMENT

         The First Amendment (the "Amendment") is entered into as of June 15,
1998 (the "Effective Date"), between 4849 GREENVILLE PARTNERS (as "Landlord")
and TRAVEL TECHNOLOGIES GROUP, L.P. (as "Tenant"), for the purpose of amending
the Lease Agreement between Landlord and Tenant, dated September 15, 1997 (the
"Original Lease") covering space in the building known as 7557 Rambler Road and
located at 7557 Rambler Road, Dallas, Texas 75231. The Original Lease, as
amended, is herein called the "Lease". Unless otherwise specified, all
capitalized terms used herein shall have the meanings assigned to them in the
Original Lease.

                                    RECITALS

         Tenant is currently leasing 13,325 rentable square feet (RSF) of space
in Suite 1300 in the Building under the Lease. Tenant desires to increase the
rentable square footage of the Premises, and Landlord has agreed to such
expansion on the terms and conditions contained herein.

                                  AGREEMENTS

         For valuable consideration, whose receipt and sufficiency are
acknowledged, Landlord and Tenant agree as follows:

         1.   Premises. Landlord and Tenant agree that effective August 1, 1998,
         the Premises shall be expanded from 13,325 rentable square feet by
         2,869 RSF for a new total of 16,194 rentable square feet as outlined
         on Exhibit A attached hereto.

         2.   Lease Term. Landlord and Tenant agree that the term of the
         expansion space shall be coterminous with the Original Lease expiring
         December 31, 2002.

         3.   Base Rental. Landlord and Tenant agree that effective August 1,
         1998, the Base Rent shall be as follows:

<TABLE>
<CAPTION>
                   Period                                     Monthly Amount
                   ------                                     --------------
                  <S>                                       <C>
                  August 1, 1998 - December 31, 1998        $22,980.02 / month
                  January 1, 1999 - December 31, 1999       $24,329.52 / month
                  January 1, 2000 - December 31, 2000       $25,858.33 / month
                  January 1, 2001 - December 31, 2001       $27,207.84 / month
                  January 1, 2002 - December 31, 2002       $28,557.33 / month
</TABLE>

         4.   Pro Rata Share. Effective August 1, 1998, Tenant's Pro Rata Share
         shall be increased from 4.339% to 5.273%.

         5.   Landlord's Work. Landlord agrees to construct the requested
         leasehold improvements not to exceed $12,795.74 ($4.46 / RSF on the
         2,869 RSF). The improvements will be constructed in accordance with
         the terms and procedures set forth in Exhibit D of the Lease Agreement
         dated September 15, 1997.

         6.   Parking. Effective August 1, 1998, the Tenant shall be entitled
         to utilize an additional eight (8) nonreserved parking spaces at no
         charge, an additional four (4) nonreserved spaces on the top level of
         the garage at no charge and shall have the option of leasing one (1)
         additional reserved parking space for a monthly fee of $75.00.
         Notwithstanding the foregoing, the Landlord agrees to waive the
         requirement for the above code parking to be limited to the top level
         of the garage until such time as Landlord, in its sole discretion,
         deems it necessary for Tenant to comply with this provision of the
         Lease.

         7.   Ratification. Tenant hereby ratifies and confirms its obligations
         under the Lease, and represents and warrants to Landlord it has no
         defenses thereto.


                                       1
<PAGE>   35


         8.   Binding Effect; Governing Law. Except as modified hereby, the
         Lease shall remain in full force and effect and this Amendment shall
         be binding upon Landlord and Tenant and their respective successors
         and assigns. This Amendment shall be governed by Texas law.

Executed as of the date first written above.

            LANDLORD:    4849 GREENVILLE PARTNERS

                         By:  WallGlen Partners I, Ltd.

                              By:  WallGlen Properties I, Inc.

                                   By:      /s/ Robert J. Axley
                                        --------------------------------
                                   Name:        Robert J. Axley
                                        --------------------------------
                                   Title:           Chairman
                                        --------------------------------


            TENANT:      TRAVEL TECHNOLOGIES GROUP, L.P.


                         By:        /s/ Timothy Severt
                              --------------------------------
                         Name:        Timothy Severt
                              --------------------------------
                         Title:      Sr. VP Administration
                              --------------------------------


                                       2
<PAGE>   36

                                   EXHIBIT A

                                LEASED PREMISES

                           Approximately 16,194 RSF

                                  [FLOOR PLAN]


                                       3
<PAGE>   37

                                     [LOGO
                                   COTTONWOOD
                                    Partners]



November 11, 1998                                      Original by Mail
                                                       Return Receipt Requested

Mr. Tim Severt
Travel Technologies
1055 Lennox Park Blvd.
Suite 420
Atlanta, GA 30319

RE:      SECOND AMENDMENT TO LEASE AGREEMENT
         7557 RAMBLER

Dear Tim:

I am pleased to enclose your fully executed Second Amendment to Lease Agreement
regarding the additional 763 RSF at 7557 Rambler in Dallas, Texas.

If you have any questions, or require further assistance, please do not
hesitate to call me at 214/987-4981.

Best regards,

COTTONWOOD PARTNERS

/s/ Kathy Denny
----------------------------------
Kathy Denny
Senior Vice President

KMD/ab

Enclosure - Fully executed original

cc:      Terry Darrow


                REAL ESTATE INVESTMENT, DEVELOPMENT & MANAGEMENT
                  5950 Sherry Lane Suite 850 Dallas, TX 75225
                     Tel.: 214 987 4981 FAX: 214 3373 6340


<PAGE>   38

                      SECOND AMENDMENT TO LEASE AGREEMENT


         The Second Amendment (the "Amendment") is entered into as of October
1, 1998 (the "Effective Date"), between 4849 GREENVILLE PARTNERS (as
"Landlord") and TRAVEL TECHNOLOGIES GROUP, L.P. (as "Tenant"), for the purpose
of amending the Lease Agreement between Landlord and Tenant, dated September
15, 1997 and amended June 15, 1998 (the "Original Lease") covering space in the
building known as 7557 Rambler Road and located at 7557 Rambler Road, Dallas,
Texas 75231. The Original Lease, as amended, is herein called the "Lease".
Unless otherwise specified, all capitalized terms used herein shall have the
meanings assigned to them in the Original Lease.


                                   RECITALS

         Tenant is currently leasing 16,194 rentable square feet (RSF) of space
in Suite 1300 in the Building under the Lease. Tenant desires to increase the
rentable square footage of the Premises, and Landlord has agreed to such
expansion on the terms and conditions contained herein.

                                  AGREEMENTS

         For valuable consideration, whose receipt and sufficiency are
acknowledged, Landlord and Tenant agree as follows:

         1.   PREMISES. Landlord and Tenant agree that effective February 1,
         1999, the Premises shall be expanded from 16,194 rentable square feet
         by 763 RSF for a new total of 16,957 rentable square feet as outlined
         on Exhibit A attached hereto.

         2.   LEASE TERM. Landlord and Tenant agree that the term of the
         expansion space shall be coterminous with the Original Lease expiring
         December 31, 2002.

         3.   BASE RENTAL. Landlord and Tenant agree that effective February 1,
         1999, the Base Rent shall be as follows:


<TABLE>
<CAPTION>
            Period                                    Monthly Amount
            ------                                    --------------
            <S>                                       <C>
            February 1, 1999 - December 31, 1999      $25,569.40 / month
            January 1, 2000 - December 31, 2000       $27,098.21 / month
            January 1, 2001 - December 31, 2001       $28,447.72 / month
            January 1, 2002 - December 31, 2002       $29,797.21 / month
</TABLE>

         4.   PRO RATA SHARE. Effective February 1, 1999, Tenant's Pro Rata
         Share shall be increased from 5.273% to 5.5211%.

         5.   LANDLORD'S WORK. Landlord agrees to construct the requested
         leasehold improvements not to exceed $3,815.00 ($5.00 / RSF on the 763
         RSF). The improvements will be constructed in accordance with the
         terms and procedures set forth in Exhibit D of the Lease Agreement
         dated September 15, 1997.

         6.   PARKING. Effective February 1, 1999, the Tenant shall be entitled
         to utilize an additional three (3) nonreserved parking spaces at no
         charge.

         7.   RATIFICATION. Tenant hereby ratifies and confirms its obligations
         under the Lease, and represents and warrants to Landlord it has no
         defenses thereto.

         8.   BINDING Effect; Governing Law. Except as modified hereby, the
         Lease shall remain in full force and effect and this Amendment shall
         be binding upon Landlord and Tenant and their respective successors
         and assigns. This Amendment shall be governed by Texas law.


                                       1
<PAGE>   39


Executed as of the date first written above.


            LANDLORD:    4849 GREENVILLE PARTNERS

                         By:  WallGlen Partners I, Ltd.

                              By:  WallGlen Properties I, Inc.

                                   By:      /s/ Robert J. Axley
                                        --------------------------------
                                   Name:        Robert J. Axley
                                        --------------------------------
                                   Title:           Chairman
                                        --------------------------------


            TENANT:      TRAVEL TECHNOLOGIES GROUP, L.P.


                         By:        /s/ Timothy J. Severt
                              --------------------------------
                         Name:        Timothy J. Severt
                              --------------------------------
                         Title:         Secretary
                              --------------------------------


                                       2
<PAGE>   40

                                   EXHIBIT A

                                LEASED PREMISES

                           Approximately 16,957 RSF

                              [Floor plan diagram]
<PAGE>   41


                                [LOGO COTTONWOOD
                                   Partners]


July 15, 1999                                   Via Overnight Delivery


Mr. Tim Severt
Travel Technologies
1055 Lennox Park Blvd.
Suite 420
Atlanta, GA 30319

RE:      THIRD AMENDMENT TO LEASE AGREEMENT
         7557 RAMBLER

Dear Tim:

Please find enclosed three (3) partially executed Third Amendments for your
space at 7557 Rambler. Please initial and sign where indicated and return two
(2) copies to my attention in the enclosed Airborne package at your earliest
possible convenience.

If you have any questions, or require additional information, please call me at
214/987-4981

Best regards,

COTTONWOOD PARTNERS

/s/ Kathy Denny

Kathy Denny
Senior Vice President

KMD/ab

Enclosure -Third Amendments

cc: Terry Darrow The Darrow Group

                REAL ESTATE INVESTMENT, DEVELOPMENT & MANAGEMENT
                  5956 SHERRY LANE SUITE 850 DALLAS, TX 75225
                      TEL: 214 987 -4981 FAX: 214 373 6340


<PAGE>   42

                      THIRD AMENDMENT TO LEASE AGREEMENT

         The Third Amendment (the "Amendment") is entered into as of June 15,
1999 (the "Effective Date"), between 4849 GREENVILLE PARTNERS (as "Landlord")
and TRAVEL TECHNOLOGIES GROUP, L.P. (as "Tenant"), for the purpose of amending
the Lease Agreement between Landlord and Tenant, dated September 15, 1997 and
amended June 15, 1998 and October 1, 1998 (the "Original Lease") covering space
in the building known as 7557 Rambler Road and located at 7557 Rambler Road,
Dallas, Texas 75231. The Original Lease, as amended, is herein called the
"Lease". Unless otherwise specified, all capitalized terms used herein shall
have the meanings assigned to them in the Original Lease.

                                   RECITALS

         Tenant is currently leasing 16,957 rentable square feet (RSF) of space
in Suite 1300 in the Building under the Lease. Tenant desires to increase the
rentable square footage of the Premises, and Landlord has agreed to such
expansion on the terms and conditions contained herein.

                                  AGREEMENTS

         For valuable consideration, whose receipt and sufficiency are
acknowledged, Landlord and Tenant agree as follows:

         1.   PREMISES. Landlord and Tenant agree that effective upon the
         Commencement Date as defined in Paragraph 2 below, the Premises shall
         be expanded from 16,957 rentable square feet by 3,161 RSF ("Expansion
         Space") for a new total of 20,118 rentable square feet as outlined on
         Exhibit A attached hereto.

         2.   LEASE TERM. Landlord and Tenant agree that the term of the
         expansion space shall be coterminous with the Original Lease expiring
         December 31, 2002. The Commencement Date for the Expansion Space shall
         be fifteen (15) days following the date that the existing tenant
         vacates the Expansion Space.

         3.   BASE RENTAL. Landlord and Tenant agree that effective upon the
         Commencement Date, the Base Rent shall be as follows:

<TABLE>
<CAPTION>

                                            Primary Space         Expansion Space       New Monthly
Period                                      (16,957 RSF)            (3,161 RSF)         Amount
------                                      ------------            -----------         ------
<S>                                         <C>             <C>   <C>              <C>  <C>
Comm. Date - December 31, 1999               $25,569.40     +      $4,881.11       =    $30,450.51 / mo
January 1, 2000 - July 31, 2000              $27,098.21     +      $4,881.11       =    $31,979.32 / mo
August 1, 2000 - December 31, 2000           $27,098.21     +      $5,012.82       =    $32,111.03 / mo
January 1, 2001 - July 31, 2001              $28,447.72     +      $5,012.82       =    $33,460.54 / mo
August 1, 2001 - December 31, 2001           $28,447.72     +      $5,400.04       =    $33,847.76 / mo
January 1, 2002 - December 31, 2002          $29,797.21     +      $5,663.46       =    $35,460.67 / mo
</TABLE>

         4.   PRO RATA SHARE. Effective upon the Commencement Date, Tenant's Pro
         Rata Share shall be increased from 5.5211% to 6.5503%.

         5.   LANDLORD'S WORK. See Exhibit B attached hereto.

         6.   PARKING. Landlord and Tenant agree that effective upon the
         Commencement Date, the Tenant shall be entitled to utilize an
         additional twelve (12) nonreserved parking spaces at no charge.

         7.   EXPENSE STOP. Landlord and Tenant agree that effective upon the
         Commencement Date, Tenant's expense stop for the Expansion Space only
         shall change to reflect the actual Operating Expenses for calendar
         year 1999.


                                       1
<PAGE>   43

         8.   RATIFICATION. Tenant hereby ratifies and confirms its obligations
         under the Lease, and represents and warrants to Landlord it has no
         defenses thereto.

         9.   BINDING EFFECT; GOVERNING LAW. Except as modified hereby, the
         Lease shall remain in full force and effect and this Amendment shall
         be binding upon Landlord and Tenant and their respective successors
         and assigns. This Amendment shall be governed by Texas law.

Executed as of the date first written above.


            LANDLORD:    4849 GREENVILLE PARTNERS

                         By:  WallGlen Partners I, Ltd.

                              By:  WallGlen Properties I, Inc.

                                   By:      /s/ Robert J. Axley
                                        --------------------------------
                                   Name:        Robert J. Axley
                                        --------------------------------
                                   Title:           Chairman
                                        --------------------------------


            TENANT:      TRAVEL TECHNOLOGIES GROUP, L.P.


                         By:        /s/ Timothy J. Severt
                              --------------------------------
                         Name:        Timothy J. Severt
                              --------------------------------
                         Title:      Sr. VP Administration
                              --------------------------------


                                       2
<PAGE>   44

                                   EXHIBIT A

                                LEASED PREMISES

                            Approximately 20,118 RSF

                                  [Floor Plan]


                                       3
<PAGE>   45

the cost which will be chargeable to Tenant by reason of such change, addition
or deletion. Tenant shall, within three (3) Business Days, notify Landlord in
writing whether it desires to proceed with such change, addition or deletion.
In the absence of such written authorization, Landlord shall have the option to
continue work on the Premises disregarding the requested change, addition or
alteration, or Landlord may elect to discontinue work on the Premises, in which
event Tenant shall be chargeable with a Delay in completion of the Premises
resulting therefrom in accordance with Section 6.3 of the Lease. In the event
such revisions result in a higher estimate of the cost of construction, Tenant
shall pay to Landlord an amount sufficient to provide Landlord with the above
described fifty percent (50%) (or if applicable ninety percent (90%)) payment
toward Excess Costs.

         (vii) Following approval of the plans and the payment by Tenant of the
required portion of the Excess Costs, if any, Landlord shall cause the Tenant
Improvements to be constructed in accordance with the approved plans. Unless
otherwise specifically provided in the approved plans, all material used in the
construction of the Tenant's Improvements shall be of such quality as
determined by the Landlord's architect. Landlord shall notify Tenant of
substantial completion of the Tenant Improvements.

         It is hereby acknowledged by both Tenant and Landlord that this
Exhibit "B" has been executed as of, and shall become part of the Third
Amendment dated, June 15, 1999.


            LANDLORD:    4849 GREENVILLE PARTNERS

                         By:  WallGlen Partners I, Ltd.

                              By:  WallGlen Properties I, Inc.

                                   By:      /s/ Robert J. Axley
                                        --------------------------------
                                   Name:        Robert J. Axley
                                        --------------------------------
                                   Title:           Chairman
                                        --------------------------------


            TENANT:      TRAVEL TECHNOLOGIES GROUP, L.P.


                         By:        /s/ Timothy Severt
                              --------------------------------
                         Name:        Timothy Severt
                              --------------------------------
                         Title:      SVP Administration
                              --------------------------------


                                       5
<PAGE>   46


                                  EXHIBIT B-1

1.       The Building Standard (herein so called) materials are the following:

A.       FLOORING:      Grade and quality of carpeting to be selected by
                        Landlord, with color to be selected by Tenant from
                        those offered by Landlord.

B.       WINDOW
         COVERING:      At Landlord's option, miniblinds or drapes in
                        Landlord's uniform color.

C.       CEILING:       Acoustical tiles - Grid system.

D.       PARTITIONS:    Sheetrock partitions with tape, bed, texture and paint
                        finish, and/or vinyl pre-clad sheetrock.

E.       DOORS:         Solid core door with metal frame and hardware.

F.       ELECTRICAL
         POWER
         OUTLETS:       Standard 110 volt duplex wall-mounted convenience
                        outlets.

G.       LIGHT
         SWITCHES:      Single pole light switches.

H.       TELEPHONE
         FACILITIES:    Standard unwired telephone outlets (ring and string)
                        mounted on partitions. Tenant must make timely
                        arrangements for telephone installation and is
                        responsible for all charges related to such
                        installation.

I.       LIGHT
         FIXTURES:      Recessed fluorescent lighting fixtures.


                                       6

<PAGE>   47


                                  EXHIBIT B-2


         (viii) Landlord agrees to construct the Tenant Improvements in
accordance with the approved plans at its cost and expense; provided, however,
in the event the actual cost of construction of the Tenant Improvements exceeds
$2.20 per square foot of Rentable Area in the Premises (which for purposes
hereof is agreed to be 3,161 square feet), being the total sum of $6,954.20
such amount being referred to as the "Allowance"), Tenant shall pay the Excess
Costs as prescribed in Exhibit "B". In the event the actual cost of the Tenant
Improvements is less than the Allowance, Tenant shall not be entitled to any
credit for any amounts not applied to the cost of the Tenant Improvements.

Notwithstanding anything herein to the contrary at Tenant's request, Landlord
shall provide up to an additional six dollars ($6.00) per rentable square foot
to Tenant for the payment of Excess Costs, which amount shall be amortized at
11% per annum over the term of the Lease and repaid to Landlord as Base Rent.
In the event Tenant elects to utilize all or any portion of such additional six
dollars ($6.00), Tenant shall notify Landlord in writing prior to the
commencement of construction setting forth the amount of Excess Costs which
Tenant would like to amortize, not to exceed six dollars ($6.00).

                                       7