<PAGE>   1
                                                                   EXHIBIT 10.73



VERSION 6/97



                           INDUSTRIAL LEASE AGREEMENT

                                     BETWEEN

                     DFW TRADE CENTER I LIMITED PARTNERSHIP

                                   AS LANDLORD

                                       AND

                                 SIMMONS COMPANY

                                    AS TENANT
<PAGE>   2
                                   LEASE INDEX

<TABLE>
<CAPTION>
          Section                     Subject
          -------                     -------

<S>                                   <C>
           1                          Basic Lease Provisions

           2                          Demised Premises

           3                          Term

           4                          Base Rent

           5                          Security Deposit

           6                          Operating Expenses and Additional Rent

           7                          Use of Demised Premises

           8                          Insurance

           9                          Utilities

          10                          Maintenance and Repairs

          11                          Tenant's Personal Property; Indemnity

          12                          Tenant's Fixtures

          13                          Signs

          14                          Landlord's Lien

          15                          Governmental Regulations

          16                          Environmental Matters

          17                          Construction of Demised Premises

          18                          Tenant Alterations and Additions

          19                          Services by Landlord

          20                          Fire and Other Casualty

          21                          Condemnation

          22                          Tenant's Default

          23                          Landlord's Right of Entry

          24                          Lender's Rights

          25                          Estoppel Certificate

          26                          Landlord's Liability

          27                          Notices

          28                          Brokers

          29                          Assignment and Subleasing

          30                          Termination or Expiration

          31                          Intentionally Deleted

          32                          Late Payments

          33                          Rules and Regulations

          34                          Quiet Enjoyment

          35                          Miscellaneous

          36                          Special Stipulations

          37                          Lease Date

          38                          Authority

          39                          No Offer Until Executed
</TABLE>

            Exhibit "A"  Demised Premises
            Exhibit "B"  Preliminary Plans and Specifications
            Exhibit "C"  Special Stipulations
            Exhibit "D"  Rules and Regulations
            Exhibit "E"  Certificate of Authority
            Exhibit "F"  Confidentiality Covenant
<PAGE>   3
                           INDUSTRIAL LEASE AGREEMENT


          THIS LEASE AGREEMENT (the "Lease") is made as of the "Lease Date" (as
defined in Section 37 herein) by and between DFW TRADE CENTER I LIMITED
PARTNERSHIP, a Texas limited partnership ("Landlord"), and SIMMONS COMPANY, a
Delaware corporation ("Tenant") (the words "Landlord" and "Tenant" to include
their respective legal representatives, successors and permitted assigns where
the context requires or permits).

<TABLE>
<CAPTION>
                              W I T N E S S E T H:

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

<S>                   <C>                                                       <C>
                      (a)         Demised Premises Address:                     4255 Patriot Drive
                                                                                Coppell, Texas 75019

                      (b)         Demised Premises Square Footage:  approximately 140,981 sq. ft.

                      (c)         Building Square Footage:  approximately 503,074 sq. ft.

                      (d)         Annual Base Rent:

                                              Lease Year 1                        $324,612.00

                                              Lease Years 2 - 4                   $432,816.00

                                              Lease Year 5                        $481,452.00

                                              Lease Years 6 - 10                  $497,664.00

                                              Lease Year 11 (3 months)            $124,416.00

                      (e)         Monthly Base Rent Installments:

                                              Lease Year 1
                                                          Months 1 - 3            $ -0-
                                                          Months 4 - 12           $36,068.00

                                              Lease Years 2 - 4                   $36,068.00

                                              Lease Year 5
                                                          Months 1 - 3            $36,068.00
                                                          Months 4 - 12           $41,472.00

                                              Lease Years 6 - 10                  $41,472.00

                                              Lease Year 11 (3 months)            $41,472.00
</TABLE>

                  (f)      Lease Commencement Date: March 8, 1998 (as such date
                           may be adjusted pursuant to Section 17(b) hereof)

                  (g)      Base Rent Commencement Date: June 8, 1998 (as such
                           date may be adjusted pursuant to Section 17(b)
                           hereof)

                  (h)      Expiration Date: June 7, 2008 (as such date may be
                           adjusted pursuant to Section 17(b) hereof)

                  (i)      Term: 123 months

                  (j)      Tenant's Operating Expense Percentage: 28.02%

                  (k)      Security Deposit: $36,068.00

                  (l)      Permitted Use: Manufacturing, storage, distribution
                           and retail or wholesale sale of mattresses and
                           related items and office uses ancillary thereto; or
                           such other use that (i) is permitted by all
                           applicable laws, rules, ordinances or restrictive
                           covenants now or hereafter affecting the Demised
                           Premises, and (ii) will not negatively affect the
                           value or marketability of the Building or the
                           Project, as determined by Landlord in its reasonable
                           discretion.

                  (m)      Address for notice:
<PAGE>   4
<TABLE>
<S>                                                                   <C>
                              Landlord:                               DFW Trade Center I Limited Partnership
                                                                      c/o Industrial Developments International, Inc.
                                                                      3424 Peachtree Road, N.E., Suite 1500
                                                                      Atlanta, Georgia 30326
                                                                      Attn:  Vice President - Operations

                              Tenant:                                 Simmons Company
                                                                      One Concourse Parkway
                                                                      Suite 600
                                                                      Atlanta, Georgia 30328
                                                                      Attn: Vice President of Finance and Treasurer

                              With a copy to:                         Jones, Day, Reavis & Pogue
                                                                      3500 SunTrust Plaza
                                                                      303 Peachtree Street
                                                                      Atlanta, Georgia 30308-3242
                                                                      Attn: Scott A. Specht


                      (n)     Address for rental payments:

                                                                      DFW Trade Center I Limited Partnership
                                                                      c/o IDI Services Group, Inc.
                                                                      P. O. Box 930190
                                                                      Atlanta, Georgia  31193

                      (o)     Broker(s):                              N/A
</TABLE>

          2. Demised Premises. For and in consideration of the rent hereinafter
reserved and the mutual covenants hereinafter contained, Landlord does hereby
lease and demise unto Tenant, and Tenant does hereby hire, lease and accept,
from Landlord all upon the terms and conditions hereinafter set forth the
following premises, referred to as the "Demised Premises", as outlined on
Exhibit A attached hereto and incorporated herein: approximately 140,981 square
feet of space, approximately 9,100 square feet of which is office space, having
an address as set forth in Section 1(a), located within Building E (the
"Building"), which contains a total of approximately 503,074 square feet and is
located within DFW Trade Center (the "Project"), located in Coppell, Texas. The
exact rentable square footage in the Demised Premises and the Building shall be
subject to verification by Tenant's architect within ninety (90) days after the
Lease Commencement Date. In the event Tenant's computation differs from the
square footage set forth in the Section 2, Landlord and Tenant shall cause their
respective architects to meet and use their good faith efforts to agree to the
square footage in the Demised Premises and the Building. The Demised Premises
and the Building shall be measured in each case to the dripline of any outside
wall and to the centerline of any demising wall. Notwithstanding anything herein
to the contrary, the Base Rent shall not change based on the results of any such
verification, the parties hereto agreeing that the Base Rent is not dependent on
the square footage of the Demised Premises. The parties agree that the Tenant's
Operating Expense Percentage shall be changed based on any changes in the
calculation of the square footage of the Demised Premises and the Building
resulting from the verification procedure described herein. Tenant shall have,
as an appurtenant to the Demised Premises, the right to use on a non-exclusive
basis the common walkways and driveways necessary for access to the Demised
Premises and the Building. During the Term, Landlord shall make available to
Tenant, its employees, customers and visitors a total of 140 automobile parking
spaces (on an unassigned, non-exclusive basis) in the parking areas of the
Project. Such parking shall be at no additional cost to Tenant.

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

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


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<PAGE>   5
any letter accompanying any check or payment of rent shall be deemed an accord
and satisfaction, and Landlord may accept such check as payment without
prejudice to Landlord's right to recover the balance of such installment or
payment of rent or pursue any other remedies available to Landlord.

          5. Security Deposit. Upon Tenant's execution of this Lease, Tenant
will pay to Landlord the sum set forth in Section 1(k) (the "Security Deposit")
as security for the full and faithful performance by Tenant of each and every
term, covenant and condition of this Lease. The acceptance by Landlord of the
Security Deposit paid by Tenant shall not render this Lease effective unless and
until Landlord shall have executed and delivered to Tenant a fully executed copy
of this Lease. As long as Tenant provides Landlord with Tenant's federal
taxpayer identification number, Landlord shall deposit the Security Deposit in a
separate interest bearing account selected by Landlord, with interest earned
thereon to be additional Security Deposit funds. In the event that Tenant is in
default under this Lease, Landlord may retain the Security Deposit for the
payment of any sum due Landlord or which Landlord may expend or be required to
expend by reason of Tenant's default or failure to perform; provided, however,
that any such retention by Landlord shall not be or be deemed to be an election
of remedies by Landlord or viewed as liquidated damages, it being expressly
understood and agreed that Landlord shall have the right to pursue any and all
other remedies available to it under the terms of this Lease or otherwise. In
the event all or any portion of the Security Deposit is so retained by Landlord,
Tenant shall, within five (5) days of demand therefor from Landlord, replenish
the Security Deposit to the full amount set forth in Section 1(k). So long as
Tenant has complied with all of the terms, covenants and conditions of this
Lease, Landlord shall refund the Security Deposit with all interest earned
thereon to Tenant at the end of Lease Year 4. In the event of a sale of the
Building, Landlord shall have the right to transfer the Security Deposit to the
purchaser, and upon acceptance by such purchaser, Landlord shall be released
from all liability for the return of the Security Deposit. Tenant shall not
assign or encumber the money deposited as security, and neither Landlord nor its
successors or assigns shall be bound by any such assignment or encumbrance.

          6.          Operating Expenses and Additional Rent.

                      (a) Tenant agrees to pay as Additional Rent (as defined in
Section 6(b) below) its proportionate share of Operating Expenses (as
hereinafter defined). "Operating Expenses" shall be defined as all reasonable
expenses for operation, repair, replacement and maintenance as necessary to keep
the Building and the common areas, driveways, and parking areas associated
therewith (collectively, the "Building Common Area") in good order, condition
and repair, including but not limited to, utilities for the Building Common
Area, expenses associated with the driveways and parking areas (including
sealing and restriping, and snow, trash and ice removal), security systems, fire
detection and prevention systems, lighting facilities, landscaped areas,
walkways, painting and caulking, directional signage, curbs, drainage strips,
sewer lines, all charges assessed against or attributed to the Building pursuant
to any applicable easements, covenants, restrictions, agreements, declaration of
protective covenants or development standards, property management fees, all
real property taxes and special assessments imposed upon the Building, the
Building Common Area and the land on which the Building and the Building Common
Area are constructed, all costs of insurance paid by Landlord with respect to
the Building and the Building Common Area, and costs of improvements to the
Building and the Building Common Area required by any law, ordinance or
regulation applicable to the Building and the Building Common Area generally
(and not because of the particular use of the Building or the Building Common
Area by a particular tenant), which cost shall be amortized on a straight line
basis over the useful life of such improvement, as determined by Generally
Accepted Accounting Principals ("GAAP") consistently applied. Operating Expenses
shall also include the operating expenses of the common areas of the Project, if
any, which expenses shall be proportionately allocated among the completed
buildings of the Project, based on the square footage of each building or as
otherwise provided by the applicable covenants, restrictions, agreements or
declaration of protective covenants for the Project. Operating Expenses shall
not include expenses for the costs of any maintenance and repair required to be
performed by Landlord at its own expense under Section (10)(b). Further,
Operating Expenses shall not include the costs for capital improvements unless
such costs are incurred for the purpose of causing a material decrease in the
Operating Expenses of the Building (provided, however, that prior to incurring
any capital cost for the purpose of reducing Operating Expenses, Landlord shall
exercise reasonable due diligence in investigating the likelihood of whether
such improvement will reduce operating costs) or the Building Common Area or are
made with respect to improvements made to comply with laws, ordinances or
regulations as described above. Operating Expenses shall not include (1) the
cost of installing, operating and maintaining any specialty service, such as an
observatory, broadcasting facilities, luncheon club, or athletic, fitness or
recreational club; (2) the cost of any repairs, alterations, additions, changes,
replacements and other items which are made for another tenant's premises or in
order to prepare for that tenant's occupancy or renewal; (3) all leasing
expenses, including any legal or professional service fees or any real estate
brokerage commissions incurred with regard to any tenants in the Project and any
advertising and promotional expenses related to leasing or marketing; (4) any
costs included in Operating Expenses representing an amount paid to a
corporation related to Landlord which is in excess of the amount which would
have been paid in the absence of such relationship (provided, however, that a
property management fee of 3% shall be deemed to be acceptable, even if paid to
a corporation related to Landlord); (5) the cost of any repair in accordance
with the provisions hereof relating to casualty or condemnation; (6) any
expenses of procuring service contracts or warranties and any expenses for
repairs or maintenance which were covered by warranties or service contracts in
existence on the Lease Commencement Date and in effect at the time such repair
or maintenance was made; (7) any costs of


                                      -3-
<PAGE>   6
management, accounting or administration other than as is specifically set forth
herein; (8) the cost of correcting any defects in the initial construction of
the Building or any other improvements in the Project; (9) the cost of the
removing any asbestos or hazardous materials from the Building or the Demised
Premises; (10) principal, interest and other costs directly related to financing
of the Building or the Project and rental costs under any capital lease or
ground lease; (11) depreciation, amortization and other non-cash items; (12) the
cost of repairs, alterations and general maintenance necessitated by the gross
negligence or willful misconduct of Landlord or its agents, employees, officers,
contractors or subcontractors; (13) the cost of the salaries and other
compensation paid to officers and executives of Landlord above that of building
manager; (14) the cost of electricity provided to other tenants of the Project
which are reimbursed by such other tenants over base rent; (15) the cost of
services or utilities, exceeding the services or utilities provided to Tenant,
that are provided to other tenants or for portions of the Building or Project
not including the Demised Premises, and are not provided to Tenant; (16) fines
or penalties incurred by Landlord for the failure to timely comply with or pay
amounts with respect to any contract requirement, legal requirement, building
code, ordinance, governmental rule, regulation, law or other governmental
authority, not caused by Tenant; (17) the costs of complying with any
governmental rules, regulations and statutes applicable to the Building or the
Demised Premises promulgated prior to the Lease Date (provided that Tenant is
responsible for compliance requirements arising from Tenant's particular use of
the Demised Premises as addressed in Section 15 below); and (18) taxes shall not
include (i) profits, intangible, documentary stamp, corporate, capital stock,
gift taxes, rent taxes or taxes substituted for or in lieu of the foregoing
exclusions; (ii) taxes on gross receipts of Landlord from the Building or the
Project; or (iii) impact fees or taxes associated with Landlord's development
costs. The cost of any work or service performed jointly for the Building and
any other building in the Project, or for a facility jointly serving the
Building and any other building, shall be reasonably apportioned and allocated
so that such portion of such cost as is fairly attributable to the Building, but
only such portions, is included in Operating Expenses. The proportionate share
of Operating Expenses to be paid by Tenant shall be a percentage of the
Operating Expenses based upon the proportion that the square footage of the
Demised Premises bears to the total square footage of the Building (such figure
referred to as "Tenant's Operating Expense Percentage" and set forth in Section
1(j)). Prior to or promptly after the beginning of each calendar year during the
Term, Landlord shall estimate the total amount of Operating Expenses to be paid
by Tenant during each such calendar year and Tenant shall pay to Landlord
one-twelfth (1/12) of such sum on the first day of each calendar month during
each such calendar year, or part thereof, during the Term. Within a reasonable
time after the end of each calendar year, Landlord shall submit to Tenant a
statement (prepared in reasonable detail and certified by Landlord as being true
and correct and accompanied by reasonable supporting documentation) of the
actual amount of Operating Expenses for such calendar year, and the actual
amount owed by Tenant, and within thirty (30) days after receipt of such
statement, Tenant shall pay any deficiency between the actual amount owed and
the estimates paid during such calendar year, or in the event of overpayment,
Landlord shall remit such overpayment to Tenant if the Term has expired or has
been terminated and no Event of Default exists hereunder. The obligations in the
immediately preceding sentence shall survive the expiration or any earlier
termination of this Lease. If the Lease Commencement Date shall fall on other
than the first day of the calendar year, and/or if the Expiration Date shall
fall on other than the last day of the calendar year, Tenant's proportionate
share of the Operating Expenses for such calendar year shall be apportioned
prorata. See Special Stipulations 2, 3 and 4 on Exhibit C hereto.

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

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

          7.          Use of Demised Premises.

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

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

                      (c) The Demised Premises shall not be used for any illegal
purposes, and Tenant shall not allow, suffer, or permit any vibration, noise,
odor, light or other effect to occur within or around


                                      -4-
<PAGE>   7
the Demised Premises that could constitute a nuisance or trespass for Landlord
or any occupant of the Building or an adjoining building, its customers, agents,
or invitees. Upon notice by Landlord to Tenant that any of the aforesaid
prohibited uses are occurring, Tenant agrees to promptly remove or control the
same.

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

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

          8.          Insurance.

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

                               (i) Liability insurance in the Commercial General
Liability form (or reasonable equivalent thereto) covering the Demised Premises
and Tenant's use thereof against claims for bodily injury or death, property
damage and product liability occurring upon, in or about the Demised Premises,
such insurance to be written on an occurrence basis (not a claims made basis),
to be in combined single limits amounts not less than $3,000,000.00 and to have
general aggregate limits of not less than $5,000,000.00 for each policy year.
The insurance coverage required under this Section 8(a)(i) shall, in addition,
extend to any liability of Tenant arising out of the indemnities provided for in
Section 11 and, if necessary, the policy shall contain a contractual endorsement
to that effect.

                               (ii) Insurance covering (A) all of the items
included in the leasehold improvements constructed in the Demised Premises by or
at the expense of Landlord (collectively, the "Improvements"), including but not
limited to demising walls and the heating, ventilating and air conditioning
system and (B) Tenant's trade fixtures, merchandise and personal property from
time to time in, on or upon the Demised Premises, in an amount not less than one
hundred percent (100%) of their full replacement value from time to time during
the Term, providing protection against perils included within the standard form
of "all-risks" fire and casualty insurance policy, together with insurance
against sprinkler damage, vandalism and malicious mischief. Any policy proceeds
from such insurance relating to the Improvements shall be used solely for the
repair, construction and restoration or replacement of the Improvements damaged
or destroyed unless this Lease shall cease and terminate under the provisions of
Section 20.

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

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

                               (ii) shall be delivered to Landlord, in the form
of an insurance certificate acceptable to Landlord as evidence of such policy,
prior to the Lease Commencement Date and thereafter within fifteen (15) days
prior to the expiration of each such policy, and, as often as any such policy
shall expire or terminate. Renewal or additional policies shall be procured and
maintained by Tenant in like manner and to like extent;

                               (iii) shall contain a provision that the insurer
will give to Landlord and such other parties in interest at least ten (10) days
notice in writing in advance of any material change, cancellation, termination
or lapse, or the effective date of any reduction in the amounts of insurance;
and


                                      -5-
<PAGE>   8
                               (iv) shall be written as a primary policy which
does not contribute to and is not in excess of coverage which Landlord may
carry.

                      (c) In the event that Tenant shall fail to carry and
maintain the insurance coverages set forth in this Section 8, Landlord may upon
thirty (30) days written notice to Tenant (unless such coverages will lapse in
which event no such notice shall be necessary) procure such policies of
insurance and Tenant shall promptly reimburse Landlord therefor. See Special
Stipulation 7 on Exhibit C hereto.

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

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

          10.         Maintenance and Repairs.

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

                      (b) Landlord shall, at its own cost and expense, maintain
in good condition and repair the roof, foundation (beneath the floor slab),
structural frame of the Building, load-bearing walls, utilities buried outside
the walls of the Demised Premises, the Building Common Areas, and, for the first
Lease Year only, the portions of the Demised Premises covered by Landlord's
warranty contained in Section 17(e) below. Landlord's obligation shall exclude
the cost of any maintenance or repair required because of the act or negligence
of Tenant or Tenant's agents, contractors, employees and invitees (collectively,
"Tenant's Affiliates"), the cost of which shall be the responsibility of Tenant.

                      (c) Unless the same is caused solely by the negligent
action or inaction of Landlord, its employees or agents, and is not covered by
the insurance required to be carried by Tenant pursuant to the terms of this
Lease, Landlord shall not be liable to Tenant or to any other person for any
damage occasioned by failure in any utility system or by the bursting or leaking
of any vessel or pipe in or about the Demised Premises, or for any damage
occasioned by water coming into the Demised Premises or arising from the acts or
neglects of occupants of adjacent property or the public. See Special
Stipulation 8 on Exhibit C hereto.

          11. Tenant's Personal Property; Indemnity. All of Tenant's personal
property in the Demised Premises shall be and remain at Tenant's sole risk.
Landlord, its agents, employees and contractors, shall not be liable for, and
Tenant hereby releases Landlord from, any and all liability for theft thereof or
any damage thereto occasioned by any act of God or by any acts, omissions or
negligence of any persons. Landlord, its agents, employees and contractors,
shall not be liable for any injury to the person or property of Tenant or other
persons in or about the Demised Premises, Tenant expressly agreeing to indemnify
and save Landlord, its agents, employees and contractors, harmless, in all such
cases, except to the extent caused by the negligence or willful misconduct of
Landlord, its agents, employees and contractors. Tenant further agrees to
indemnify and reimburse Landlord for any actual and reasonable costs or


                                      -6-
<PAGE>   9
expenses, including, without limitation, attorneys' fees, that Landlord
reasonably may incur in investigating, handling or litigating any such claim
against Landlord by a third person, unless such claim arose from the negligence
or willful misconduct of Landlord, its agents, employees or contractors. The
provisions of this Section 11 shall survive the expiration or earlier
termination of this Lease with respect to any damage, injury or death occurring
before such expiration or termination.

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

          13. Signs. No sign, advertisement or notice shall be inscribed,
painted, affixed, or displayed on the windows or exterior walls of the Demised
Premises or on any public area of the Building, except in such places, numbers,
sizes, colors and styles as are approved in advance in writing by Landlord
(which approval shall not be unreasonably withheld, delayed or conditioned), and
which conform to all applicable laws, ordinances, or covenants affecting the
Demised Premises. Any and all signs installed or constructed by or on behalf
Tenant pursuant hereto shall be installed, maintained and removed by Tenant at
Tenant's sole cost and expense.

          14. Landlord's Lien. Notwithstanding any other provision hereof to the
contrary, Tenant does hereby grant to Landlord, and Landlord shall have at all
times, a security interest in and a valid first lien upon all of the personal
property and trade fixtures of Tenant situated in and upon the Demised Premises
to secure the obligations of Tenant for all Base Rent, Additional Rent and other
sums to become due hereunder and the performance by Tenant of each and all of
Tenant's other covenants and obligations hereunder. The security interest and
lien granted herein may be foreclosed in the manner and form provided by law for
the foreclosure of chattel mortgages or in any other manner provided or
permitted by law. Landlord does hereby agree that the lien granted herein, as
well as any statutory lien granted to Landlord, is subordinate to the lien of
any lender providing financing to Tenant that is secured by Tenant's trade
fixtures, equipment, inventory or other personal property located at the Demised
Premises.

          15. Governmental Regulations. Tenant shall promptly comply throughout
the Term, at Tenant's sole cost and expense, with all present and future laws,
ordinances and regulations of all applicable governing authorities relating to
(a) all or any part of the Demised Premises, and (b) to the use or manner of use
of the Demised Premises and the Building Common Area. In the event that such
law, ordinance or regulation requires a renovation, improvement or replacement
to the Demised Premises or the Building Common Area, then Tenant shall be
required to make such renovation, improvement or replacement at Tenant's sole
cost and expense and in compliance with Section 18 hereof only if such law,
ordinance or regulation is applicable because of Tenant's particular use of the
Demised Premises or the Building Common Area, and is not applicable to the
Project in general. If the renovation, improvement or replacement is required to
comply with a law, ordinance or regulation that was in effect and required
compliance at the time the leasehold improvements were constructed in the
Demised Premises pursuant to Section 17, then Landlord shall be responsible for
the cost of such renovation, improvement or replacement. If the renovation,
improvement or replacement is required to comply with a law, ordinance or
regulation that was not in effect or did not require compliance at the time the
leasehold improvements were constructed in the Demised Premises pursuant to
Section 17 and is not related to Tenant's particular use of the Demised
Premises, then the cost of such renovation, improvement or replacement shall be
amortized on a straight-line basis over the useful life of the item in question,
as determined by GAAP, and Tenant shall be obligated to pay for the portion of
such costs attributable to the remainder of the Term, including any extensions
thereof. Tenant shall also observe and comply with the requirements of all
policies of public liability, fire and other policies of insurance at any time
in force with respect to the Demised Premises.

          16.         Environmental Matters.

                      (a)         For purposes of this Lease:

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

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

                               (iii) "Hazardous Substances" as used herein means
any hazardous or toxic substance, material, chemical, pollutant, contaminant or
waste as those terms are defined by any applicable Environmental Laws
(including, without limitation, the Comprehensive Environmental Response,
Compensation and Liability Act, 42 U.S.C. 9601 et seq. ("CERCLA") and the
Resource


                                      -7-
<PAGE>   10
Conservation and Recovery Act, 42 U.S.C. 6901 et seq. ["RCRA"]) and any solid
wastes, polychlorinated biphenyls, urea formaldehyde, asbestos, radioactive
materials, radon, explosives, petroleum products and oil.

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

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

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

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

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

                      (g) Tenant shall and hereby does indemnify Landlord and
hold Landlord harmless from and against any and all actual expense, loss, and
liability suffered by Landlord (with the exception of those expenses, losses,
and liabilities arising from the negligence or willful act of Landlord or that
of its agents, employees, or contractors), by reason of the storage, generation,
release, handling, treatment, transportation, disposal, or arrangement for
transportation or disposal, of any Hazardous Substances (whether accidental,
intentional, or negligent) by Tenant or Tenant's Affiliates or by reason of
Tenant's breach of any of the provisions of this Section 16. Such expenses,
losses and liabilities shall include, without limitation, (i) any and all
expenses that Landlord may incur to comply with any Environmental Laws; (ii) any
and all costs that Landlord may incur in studying or remedying any Contamination
at or arising from the Demised Premises, the Building, or the Project; (iii) any
and all costs that Landlord may incur in studying, removing, disposing or
otherwise addressing any Hazardous Substances; (iv) any and all fines, penalties
or other sanctions assessed upon Landlord; and (v) any and all legal and
professional fees and costs incurred by Landlord in connection with the
foregoing. The indemnity contained herein shall survive the termination or
expiration of this Lease.


                                      -8-
<PAGE>   11
          17.         Construction of Demised Premises.

                      (a) Landlord and Tenant have agreed to plans and
specifications and/or construction drawings (collectively, the "Plans and
Specifications") as generally described on Exhibit B attached hereto and
incorporated herein, covering all work to be performed by Landlord in
constructing the Improvements (as defined in Section 8(a)(ii)). If Tenant
requests any changes to the Plans and Specifications after the Lease Date, and,
as a result thereof, completion of construction of the Improvements is delayed
beyond the Lease Commencement Date, the Term and Tenant's obligation to pay rent
hereunder shall nevertheless begin on the Lease Commencement Date and the Base
Rent Commencement Date, as the case may be. After the Lease Date, any changes to
the Plans and Specifications requested by Tenant shall be at Tenant's sole cost
and expense and subject to Landlord's written approval.

                      (b) Landlord shall use reasonable speed and diligence to
substantially complete (as defined below) the Improvements, at Landlord's sole
cost and expense in accordance with the Plans and Specifications and in
compliance with all laws, statutes, codes and ordinances of the applicable
governmental authorities, and have the Demised Premises ready for occupancy on
or before the Lease Commencement Date set forth in Section 1(f). If the Demised
Premises are not substantially complete on the Lease Commencement Date, such
failure to complete shall not in any way affect the obligation of Tenant
hereunder except that the Lease Commencement Date, the Base Rent Commencement
Date, and the Expiration Date shall be postponed one day for each day
substantial completion is delayed until the Demised Premises are substantially
complete, unless the delay is caused by change orders requested by Tenant after
the Lease Date. No liability whatsoever shall arise or accrue against Landlord
by reason of its failure to deliver or afford possession of the Demised
Premises, and Tenant hereby releases and discharges Landlord from and of any
claims for damage, loss, or injury of every kind whatsoever as if this Lease
were never executed. For purposes of this Lease, the term "substantial
completion" or any grammatical variation thereof shall mean sufficient
completion of construction of the Demised Premises in accordance with the Plans
and Specifications so that Tenant can lawfully occupy the Demised Premises for
the uses permitted herein, subject only to minor punchlist items, the completion
of which will not interfere with such permitted uses by Tenant, as evidenced by
the delivery by Landlord to Tenant of (i) a Certificate of Occupancy or its
equivalent (or Temporary Certificate of Occupancy or its equivalent) for the
Demised Premises issued by the appropriate governmental authority if so required
by applicable law, and (ii) a Certificate of Substantial Completion on standard
AIA Form G-704 certified by Landlord's architect. See Special Stipulation 5 on
Exhibit C hereto.

                      (c) Upon substantial completion of the Demised Premises, a
representative of Landlord and a representative of Tenant together shall inspect
the Demised Premises and generate a punchlist of defective or uncompleted items
relating to the completion of construction of the Improvements (the
"Punchlist"). Landlord shall, within a reasonable time after the Punchlist is
prepared and agreed upon by Landlord and Tenant, complete such incomplete work
and remedy such defective work as is set forth on the Punchlist, and to the
extent reasonably possible, Landlord shall complete such work without
interfering with Tenant's operations on the Demised Premises. Subject to
Landlord's warranty in Section 17(e) below, all construction work performed by
Landlord shall be deemed approved by Tenant in all respects except for items of
said work which are not completed or do not conform to the Plans and
Specifications and which are included on the Punchlist.

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

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

          18. Tenant Alterations and Additions. Except for (i) non-structural
changes costing $25,000 or less per change (on a total project basis) and not
more than $250,000 for all changes in the aggregate, or (ii) any decorative
change including wall or floor coverings, Tenant shall not make or permit to be
made any alterations, improvements, or additions to the Demised Premises (a
"Tenant's Change"), without first obtaining on each occasion Landlord's prior
written consent (which consent Landlord agrees not unreasonably to withhold) and
Lender's prior written consent (if such consent is required). As part of its
approval process, Landlord may require that Tenant submit plans and
specifications to Landlord, for Landlord's approval or disapproval, which
approval shall not be unreasonably withheld. All Tenant's Changes shall be
performed in accordance with all legal requirements applicable thereto and in a
good and workmanlike manner with first-class materials. Tenant shall maintain
insurance reasonably satisfactory to Landlord during the construction of all
Tenant's Changes. For any Tenant's Change not requiring Landlord's prior
approval, unless Landlord agrees that any of such Tenant Changes may be left


                                      -9-
<PAGE>   12
in the Demised Premises upon the termination or expiration of this Lease, and
for any Tenant's Change requiring Landlord's approval, if Landlord at the time
of giving its approval to any Tenant's Change notifies Tenant in writing that
approval is conditioned upon restoration, then Tenant shall, at its sole cost
and expense and upon the termination or expiration of this Lease, remove the
same and restore the Demised Premises to its condition prior to such Tenant's
Change. No Tenant's Change shall be structural in nature or impair the
structural strength of the Building or reduce its value. Tenant shall pay the
full cost of any Tenant's Change and shall give Landlord such reasonable
security as may be requested by Landlord to insure payment of such cost. Except
as otherwise provided herein and in Section 12, all Tenant's Changes and all
repairs and all other property attached to or installed on the Demised Premises
by or on behalf of Tenant shall immediately upon completion or installation
thereof be and become part of the Demised Premises and the property of Landlord
without payment therefor by Landlord and shall be surrendered to Landlord upon
the expiration or earlier termination of this Lease.

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

          20. Fire and Other Casualty. In the event the Demised Premises are
damaged by fire or other casualty insured by Landlord, Landlord agrees to
promptly restore and repair the Demised Premises at Landlord's expense,
including the Improvements to be insured by Tenant but only to the extent
Landlord receives insurance proceeds therefor, including the proceeds from the
insurance required to be carried by Tenant on the Improvements. Notwithstanding
the foregoing, in the event that the Demised Premises are (i) in the reasonable
opinion of Landlord, so destroyed that they cannot be repaired or rebuilt within
two hundred forty (240) days after the date of such damage; or (ii) destroyed by
a casualty which is not covered by Landlord's insurance, or if such casualty is
covered by Landlord's insurance but Lender or other party entitled to insurance
proceeds fails to make such proceeds available to Landlord in an amount
sufficient for restoration of the Demised Premises, then Landlord shall give
written notice to Tenant of such determination (the "Determination Notice")
within sixty (60) days of such casualty. Either Landlord or Tenant may terminate
and cancel this Lease effective as of the date of such casualty by giving
written notice to the other party within fifteen (15) days after Tenant's
receipt of the Determination Notice. Upon the giving of such termination notice,
all obligations hereunder with respect to periods from and after the effective
date of termination shall thereupon cease and terminate. If no such termination
notice is given, Landlord shall, to the extent of the available insurance
proceeds, make such repair or restoration of the Demised Premises to the
approximate condition existing prior to such casualty, promptly and in such
manner as not to unreasonably interfere with Tenant's use and occupancy of the
Demised Premises (if Tenant is still occupying the Demised Premises). In the
event that Landlord is unable to so repair or restore the Demised Premises for
occupancy by Tenant on or before the date which is two hundred forty (240) days
after the date of such damage, as extended by Restoration Delay (as defined
below), Tenant may, at its option and as its sole remedy, terminate this Lease
by written notice to Landlord given within thirty (30) days following the
expiration of such two hundred forty (240)-day period (provided that substantial
completion has not occurred prior to Landlord's receipt of said termination
notice), and thereafter neither Landlord nor Tenant shall have any further
obligation hereunder. For purposes hereof, "Restoration Delay" shall mean delays
incurred by reason of Tenant's failure to provide information reasonably
necessary to assist in the repair or restoration as requested by Landlord,
changes requested by Tenant, and for such additional time as is equal to the
time lost by Landlord or Landlord's contractors or suppliers in connection with
the performance of Landlord's work and/or the construction of the Demised
Premises and related improvements due to strikes or other labor troubles,
governmental restrictions and limitations, war or other national emergency,
non-availability of materials or supplies, delay in transportation, accidents,
floods, fire, damage or other casualties, weather or other conditions, or acts
or omissions of Tenant. In the event that Landlord is unable to so repair or
restore the Demised Premises for occupancy by Tenant on or before the date which
is three hundred (300) days after the date of such damage, Tenant may, at its
option and as its sole remedy, terminate this Lease by written notice to
Landlord given within thirty (30) days following the expiration of such three
hundred (300)-day period (provided that substantial completion has not occurred
prior to Landlord's receipt of said termination notice), and thereafter neither
Landlord nor Tenant shall have any further obligation hereunder. Base Rent and
Additional Rent shall proportionately abate during the time that the Demised
Premises or any part thereof are unusable by reason of any such damage thereto.

          21.         Condemnation.

                      (a) If all of the Demised Premises is taken or condemned
for a public or quasi-public use, or if a material portion of the Demised
Premises is taken or condemned for a public or quasi-public use and the
remaining portion thereof is not usable by Tenant with the result that Tenant
cannot conduct its business in the remaining Demised Premises as it was
conducted prior to such taking or condemnation in the reasonable opinion of
Landlord, this Lease shall terminate as of the earlier of the date title to the
condemned real estate vests in the condemnor or the date on which Tenant is
deprived of possession of the Demised Premises. In such event, the Base Rent
herein reserved and all Additional Rent and other sums payable hereunder shall
be apportioned and paid in full by Tenant to Landlord to that date, all Base
Rent, Additional Rent and other sums payable hereunder prepaid for periods
beyond that date shall forthwith be repaid by Landlord to Tenant, and neither
party shall thereafter have any liability hereunder, except that


                                      -10-
<PAGE>   13
any obligation or liability of either party, actual or contingent, under this
Lease which has accrued on or prior to such termination date shall survive.

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

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

          22.         Tenant's Default.

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

                               (i) if Tenant fails to pay Base Rent or any
Additional Rent hereunder as and when such rent becomes due and such failure
shall continue for more than five (5) days after receipt of written notice from
Landlord of such failure;

                               (ii) if Tenant fails to pay Base Rent or any
Additional Rent on time more than three (3) times in any period of twelve (12)
months, notwithstanding that such payments have been made within the applicable
cure period;

                               (iii) if Tenant fails to take possession of the
Demised Premises on the Lease Commencement Date or promptly thereafter;

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

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

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

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

                               (viii) if a receiver, custodian, or trustee is
appointed for the Demised Premises or for all or substantially all of the assets
of Tenant or of any guarantor of this Lease, which appointment is not vacated
within sixty (60) days following the date of such appointment; or

                               (ix) if Tenant fails to perform or observe any
other term of this Lease and such failure shall continue for more than thirty
(30) days after Landlord gives Tenant written notice of such failure, or, if
such failure cannot be corrected within such thirty (30) day period, if Tenant
does not commence to correct such default within said thirty (30) day period and
thereafter diligently prosecute the correction of same to completion within a
reasonable time.

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

                               (i) Terminate this Lease by giving Tenant notice
of termination, in which event this Lease shall expire and terminate on the date
specified in such notice of termination and all rights of Tenant under this
Lease and in and to the Demised Premises shall terminate. Tenant shall


                                      -11-
<PAGE>   14
remain liable for all obligations under this Lease arising up to the date of
such termination, and Tenant shall surrender the Demised Premises to Landlord on
the date specified in such notice; or

                               (ii) Terminate this Lease as provided in Section
22(b)(i) hereof and recover from Tenant all damages Landlord may incur by reason
of Tenant's default, including, without limitation, an amount which, at the date
of such termination, is calculated as follows: (1) the value of the excess, if
any, of (A) the Base Rent, Additional Rent and all other sums which would have
been payable hereunder by Tenant for the period commencing with the day
following the date of such termination and ending with the Expiration Date had
this Lease not been terminated (the "Remaining Term"), over (B) the aggregate
reasonable rental value of the Demised Premises for the Remaining Term (which
excess, if any shall be discounted to present value at the "Treasury Yield" as
defined below for the Remaining Term); plus (2) the actual and reasonable costs
of recovering possession of the Demised Premises and all other expenses incurred
by Landlord due to Tenant's default, including, without limitation, reasonable
attorney's fees; plus (3) the unpaid Base Rent and Additional Rent earned as of
the date of termination plus any interest and late fees due hereunder, plus
other sums of money and damages owing on the date of termination by Tenant to
Landlord under this Lease or in connection with the Demised Premises. The amount
as calculated above shall be deemed immediately due and payable. The payment of
the amount calculated in subparagraph (ii)(1) shall not be deemed a penalty but
shall merely constitute payment of liquidated damages, it being understood and
acknowledged by Landlord and Tenant that actual damages to Landlord are
extremely difficult, if not impossible, to ascertain. "Treasury Yield" shall
mean the rate of return in percent per annum of Treasury Constant Maturities for
the length of time specified as published in document H.15(519) (presently
published by the Board of Governors of the U.S. Federal Reserve System titled
"Federal Reserve Statistical Release") for the calendar week immediately
preceding the calendar week in which the termination occurs. If the rate of
return of Treasury Constant Maturities for the calendar week in question is not
published on or before the business day preceding the date of the Treasury Yield
in question is to become effective, then the Treasury Yield shall be based upon
the rate of return of Treasury Constant Maturities for the length of time
specified for the most recent calendar week for which such publication has
occurred. If no rate of return for Treasury Constant Maturities is published for
the specific length of time specified, the Treasury Yield for such length of
time shall be the weighted average of the rates of return of Treasury Constant
Maturities most nearly corresponding to the length of the applicable period
specified. If the publishing of the rate of return of Treasury Constant
Maturities is ever discontinued, then the Treasury Yield shall be based upon the
index which is published by the Board of Governors of the U.S. Federal Reserve
System in replacement thereof or, if no such replacement index is published, the
index which, in Landlord's reasonable determination, most nearly corresponds to
the rate of return of Treasury Constant Maturities. In determining the aggregate
reasonable rental value pursuant to subparagraph (ii)(1)(B) above, the parties
hereby agree that, at the time Landlord seeks to enforce this remedy, all
relevant factors should be considered, including, but not limited to, (a) the
length of time remaining in the Term, (b) the then current market conditions in
the general area in which the Building is located, (c) the likelihood of
reletting the Demised Premises for a period of time equal to the remainder of
the Term, (d) the net effective rental rates then being obtained by landlords
for similar type space of similar size in similar type buildings in the general
area in which the Building is located, (e) the vacancy levels in the general
area in which the Building is located, (f) current levels of new construction
that will be completed during the remainder of the Term and how this
construction will likely affect vacancy rates and rental rates and (g)
inflation; or

                               (iii) Without terminating this Lease, declare
immediately due and payable the sum of the following: (1) the present value
(calculated using the "Treasury Yield") of all Base Rent and Additional Rent due
and coming due under this Lease for the entire Remaining Term (as if by the
terms of this Lease they were payable in advance), plus (2) the cost of
recovering and reletting the Demised Premises (provided, however, that such cost
shall not include the cost of any improvements or alterations to the Demised
Premises that substantially improve or are upgrades to the Improvements) and all
other actual and reasonable expenses incurred by Landlord in connection with
Tenant's default, plus (3) any unpaid Base Rent, Additional Rent and other
rentals, charges, assessments and other sums owing by Tenant to Landlord under
this Lease or in connection with the Demised Premises as of the date this
provision is invoked by Landlord, plus (4) interest on all such amounts from the
date due at the Interest Rate, and Landlord may immediately proceed to distrain,
collect, or bring action for such sum, or may file a proof of claim in any
bankruptcy or insolvency proceedings to enforce payment thereof; provided,
however, that such payment shall not be deemed a penalty or liquidated damages,
but shall merely constitute payment in advance of all Base Rent and Additional
Rent payable hereunder throughout the Term, and provided further, however, that
upon Landlord receiving such payment, Tenant shall be entitled to receive from
Landlord all rents received by Landlord from other assignees, tenants and
subtenants on account of said Demised Premises during the remainder of the Term
(provided that the monies to which Tenant shall so become entitled shall in no
event exceed the entire amount actually paid by Tenant to Landlord pursuant to
this subparagraph (iii)), less all costs, expenses and attorneys' fees of
Landlord incurred but not yet reimbursed by Tenant in connection with recovering
and reletting the Demised Premises; or

                               (iv) Without terminating this Lease, in its own
name but as agent for Tenant, enter into and upon and take possession of the
Demised Premises or any part thereof. Any property remaining in the Demised
Premises may be removed and stored in a warehouse or elsewhere at the cost of,
and for the account of, Tenant without Landlord being deemed guilty of trespass
or becoming liable for any loss or damage which may be occasioned thereby unless
caused by Landlord's negligence.


                                      -12-
<PAGE>   15
Thereafter, Landlord may, but shall not be obligated to, lease to a third party
the Demised Premises or any portion thereof as the agent of Tenant upon such
terms and conditions as Landlord may deem necessary or desirable in order to
relet the Demised Premises. (This provision shall not be deemed a waiver by
Tenant of any obligation under Texas law, if any, requiring Landlord to mitigate
damages.) The remainder of any rentals received by Landlord from such reletting,
after the payment of any indebtedness due hereunder from Tenant to Landlord, and
the payment of any costs and expenses of such reletting, shall be held by
Landlord to the extent of and for application in payment of future rent owed by
Tenant, if any, as the same may become due and payable hereunder. If such
rentals received from such reletting shall at any time or from time to time be
less than sufficient to pay to Landlord the entire sums then due from Tenant
hereunder, Tenant shall pay any such deficiency to Landlord. Notwithstanding any
such reletting without termination, Landlord may at any time thereafter elect to
terminate this Lease for any such previous default provided same has not been
cured; or

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

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

                               (vii) With or without terminating this Lease,
allow the Demised Premises to remain unoccupied and collect rent from Tenant as
it comes due; or

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

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

                      (d) Neither the commencement of any action or proceeding,
nor the settlement thereof, nor entry of judgment thereon shall bar Landlord
from bringing subsequent actions or proceedings from time to time, nor shall the
failure to include in any action or proceeding any sum or sums then due be a bar
to the maintenance of any subsequent actions or proceedings for the recovery of
such sum or sums so omitted.

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

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

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


                                      -13-
<PAGE>   16
prospective purchaser, mortgagee or, during the last six (6) months of the term
of this Lease, to any tenant thereof.

          24.         Lender's Rights.

                      (a)  For purposes of this Lease:

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

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

                      (b) This Lease and all rights of Tenant hereunder are and
shall be subject and subordinate to the lien and security title of any Mortgage.
Tenant recognizes and acknowledges the right of Lender to foreclose or exercise
the power of sale against the Demised Premises under any Mortgage. See Special
Stipulation 11 on Exhibit C hereto.

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

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

                      (e) If Lender (or Lender's nominee, or other purchaser at
foreclosure) shall hereafter succeed to the rights of Landlord under this Lease,
whether through possession or foreclosure action or delivery of a new lease,
Tenant shall, if requested by such successor, attorn to and recognize such
successor as Tenant's landlord under this Lease without change in the terms and
provisions of this Lease and shall promptly execute and deliver any instrument
that may be necessary to evidence such attornment, provided that such successor
shall not be bound by (i) any payment of Base Rent or Additional Rent for more
than one month in advance, except prepayments in the nature of security for the
performance by Tenant of its obligations under this Lease, and then only if such
prepayments have been deposited with and are under the control of such
successor, (ii) any provision of any amendment to the Lease to which Lender has
not consented, (iii) the defaults of any prior landlord under this Lease, or
(iv) any offset rights arising out of the defaults of any prior landlord under
this Lease. Upon such attornment, this Lease shall continue in full force and
effect as a direct lease between each successor landlord and Tenant, subject to
all of the terms, covenants and conditions of this Lease.

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

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

          26. Landlord Liability. No owner of the Demised Premises, whether or
not named herein, shall have liability hereunder for any matter related to the
period after it ceases to hold title to the Demised Premises; provided, however,
that such owner shall not be relieved from any obligation or liability for
matters related to the period in which it holds title to the Demised Premises.
Neither Landlord nor any officer, director, shareholder, partner or principal of
Landlord, whether disclosed or undisclosed, shall be under any personal
liability with respect to any of the provisions of this Lease. In the event
Landlord is in breach or default with respect to Landlord's obligations or
otherwise under this Lease, Tenant shall look solely to the equity of Landlord
in the Building (including insurance proceeds or any condemnation award to
Landlord) for the satisfaction of Tenant's remedies. It is expressly understood
and agreed that Landlord's liability under the terms, covenants, conditions,
warranties and obligations of this Lease shall in no event exceed the loss of
Landlord's equity interest in the Building.


                                      -14-
<PAGE>   17
          27. Notices. Any notice required or permitted to be given or served by
either party to this Lease shall be deemed given when made in writing, and
either (i) personally delivered, (ii) deposited with the United States Postal
Service, postage prepaid, by registered or certified mail, return receipt
requested, or (iii) delivered by licensed overnight delivery service providing
proof of delivery, properly addressed to the address set forth in Section 1(m)
(as the same may be changed by giving written notice of the aforesaid in
accordance with this Section 27). If any notice mailed is properly addressed
with appropriate postage but returned for any reason, such notice shall be
deemed to be effective notice and to be given on the date of mailing.

          28. Brokers. Landlord and Tenant each represents and warrants to the
other that neither has employed or otherwise engaged or had any conversations or
negotiations with any broker, finder or other third party concerning the leasing
of the Demised Premises to Tenant who would be entitled to any commission or fee
based on the execution of this Lease. Landlord and Tenant each hereby
indemnifies the other against and from any claims for any brokerage commissions
and all costs, expenses and liabilities in connection therewith, including,
without limitation, reasonable attorneys' fees and expenses, for any breach of
the foregoing. The foregoing indemnification shall survive the termination of
this Lease for any reason.

          29. Assignment and Subleasing. (a) Tenant may not assign, mortgage,
pledge, encumber or otherwise transfer this Lease, or any interest hereunder, or
sublet the Demised Premises, in whole or in part, without on each occasion first
obtaining the prior express written consent of Landlord, which consent Landlord
shall not unreasonably withhold. Any change in control of Tenant resulting from
a merger, consolidation, stock transfer or asset sale shall not be considered an
assignment or transfer which requires Landlord's prior written consent if the
resulting entity has a Tangible Net Worth (as defined herein) under Generally
Accepted Accounting Principles ("GAAP") of at least Fifty Million Dollars
($50,000,000.00) or otherwise meets financial criteria reasonably acceptable to
Landlord. For purposes herein, "Tangible Net Worth" is defined as the excess of
the value of tangible assets (i.e. assets excluding those which are intangible
such as goodwill, patents and trademarks) over liabilities. If there is a change
in control of Tenant resulting from a merger, consolidation, stock transfer or
asset sale where the resulting entity has a Tangible Net Worth under GAAP of
less than Fifty Million Dollars ($50,000,000.00), then Landlord's prior written
consent to such change in control shall not be required as long as Tenant
delivers to Landlord prior to such change in control, as additional Security
Deposit, an Irrevocable Letter of Credit (the "L/C") in the amount set forth
below, and shall cause the L/C to be maintained in full force and effect
throughout the Term, as may be extended, in a form and from a financial
institution acceptable to Landlord, as security for the full and faithful
performance by Tenant of each and every term, covenant and condition of this
Lease. The face amount of the L/C shall not be less than six (6) months of Base
Rent calculated beginning with the first full month following the change in
control of Tenant. Landlord agrees that (i) if Tenant's Tangible Net Worth
increases above $50,000,000.00 based on financial information reasonable
required by Landlord, and (ii) as long as no Event of Default has occurred and
is then continuing or any facts or circumstances then exist which, with the
giving of notice or the passage of time, or both, would constitute an Event of
Default, then Landlord shall release, or cause to be released, the L/C. For
purposes of any other assignment or sublease under this Section 29, by way of
example and not limitation, Landlord shall be deemed to have reasonably withheld
consent if Landlord determines that (i) the prospective assignee or subtenant is
not of a financial strength similar to Tenant as of the Lease Date, (ii) that
the prospective assignee or subtenant has a poor business reputation, (iii) that
the proposed use of the Demised Premises by such prospective assignee or
subtenant (including, without limitation, a use involving the use or handling of
Hazardous Substances) will negatively affect the value or marketability of the
Building or the Project or (iv) the prospective assignee or subtenant is a
current tenant in the Project or is a bona-fide third-party prospective tenant.
See Special Stipulation 13 on Exhibit C hereto.

                      (b) If Tenant desires to assign this Lease or sublet the
Demised Premises or any part thereof, Tenant shall give Landlord written notice
no later than thirty (30) days in advance of the proposed effective date of any
proposed assignment or sublease, specifying (i) the name and business of the
proposed assignee or sublessee, (ii) the amount and location of the space within
the Demised Premises proposed to be subleased, (iii) the proposed effective date
and duration of the assignment or subletting and (iv) the proposed rent or
consideration to be paid to Tenant by such assignee or sublessee. Tenant shall
promptly supply Landlord with financial statements and other information as
Landlord may reasonably request to evaluate the proposed assignment or sublease.
Landlord shall have a period of thirty (30) days following receipt of such
notice and other information requested by Landlord within which to notify Tenant
in writing that Landlord elects: (i) for subleases only that have a term
(including renewal options) equal to the remainer of the Term of this Lease
(including Tenant's option to extend the Term as contained in Special
Stipulation 1 on Exhibit C hereto), to terminate this Lease as to the space so
affected as of the proposed effective date set forth in Tenant's notice, in
which event Tenant shall be relieved of all further obligations hereunder as to
such space, except for obligations under Sections 11 and 28 and all other
provisions of this Lease which expressly survive the termination hereof; or (ii)
to permit Tenant to assign or sublet such space; provided, however, that except
for a subtenant that is an affiliate of Tenant as described in Special
Stipulation 13 on Exhibit C hereto (for which sublease this subparagraph (ii)
shall not apply), if the rent rate agreed upon between Tenant and its proposed
subtenant is greater than the rent rate that Tenant must pay Landlord hereunder
for that portion of the Demised Premises, or if any consideration shall be
promised to or received by Tenant in connection with such proposed assignment or
sublease (in addition to rent), then one half (1/2) of such excess rent and
other consideration (after payment of brokerage commissions, attorneys' fees and
other disbursements reasonably incurred by Tenant


                                      -15-
<PAGE>   18
for such assignment and subletting if acceptable evidence of such disbursements
is delivered to Landlord) shall be considered Additional Rent owed by Tenant to
Landlord, and shall be paid by Tenant to Landlord, in the case of excess rent,
in the same manner that Tenant pays Base Rent and, in the case of any other
consideration, within ten (10) business days after receipt thereof by Tenant; or
(iii) to refuse, in Landlord's reasonable discretion (taking into account all
relevant factors including, without limitation, the factors set forth in the
Section 29(a) above), to consent to Tenant's assignment or subleasing of such
space and to continue this Lease in full force and effect as to the entire
Demised Premises. If Landlord should fail to notify Tenant in writing of such
election within the aforesaid thirty (30) day period, Landlord shall be deemed
to have elected option (iii) above. Tenant agrees to reimburse Landlord for
reasonable legal fees and any other reasonable costs incurred by Landlord in
connection with any requested assignment or subletting, and such payments shall
not be deducted from the Additional Rent owed to Landlord pursuant to subsection
(ii) above. Tenant shall deliver to Landlord copies of all documents executed in
connection with any permitted assignment or subletting, which documents shall be
in form and substance reasonably satisfactory to Landlord and which shall
require such assignee to assume performance of all terms of this Lease on
Tenant's part to be performed.

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

          30.         Termination or Expiration.

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

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

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

          31. Intentionally Deleted.

          32. Late Payments. In the event any installment of rent, inclusive of
Base Rent, or Additional Rent or other sums due hereunder, if any, is not paid
(i) within five (5) days after Tenant's receipt of written notice of such
failure to pay on the first occasion during any twelve (12) month period, or
(ii) as and when due with respect to any subsequent late payments in any twelve
(12) month period, Tenant shall pay an administrative fee equal to two percent
(2%) of such past due amount, plus interest on the amount past due at the lesser
of (i) the maximum interest rate allowed by law or (ii) a rate of fifteen
percent (15%) per annum (the "Interest Rate") to defray the additional expenses
incurred by Landlord in processing such payment.

          33. Rules and Regulations. Tenant agrees to abide by the rules and
regulations set forth on Exhibit D attached hereto, as well as other rules and
regulations reasonably promulgated by Landlord from time to time, so long as
such rules and regulations are uniformly enforced against all tenants of
Landlord in the Building.

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

          35. Miscellaneous.

                      (a) The parties hereto hereby covenant and agree that
Landlord shall receive the Base Rent, Additional Rent and all other sums payable
by Tenant hereinabove provided as net income


                                      -16-
<PAGE>   19
from the Demised Premises, without any abatement (except as set forth in Section
20 and Section 21), reduction, set-off, counterclaim, defense or deduction
whatsoever.

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

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

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

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

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

                      (g) This contract shall create the relationship of
landlord and tenant between Landlord and Tenant; no estate shall pass out of
Landlord; Tenant has a usufruct, not subject to levy and sale, and not
assignable by Tenant except as expressly set forth herein.

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

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

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

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

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

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

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

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

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



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<PAGE>   20
          IN WITNESS WHEREOF, the parties hereto have hereunto set their hands
under seals, the day and year first above written.

                              LANDLORD:

                              DFW TRADE CENTER I LIMITED PARTNERSHIP, a Texas
                              limited partnership

                              By:  ID International (Texas), Inc.,
                                   a Georgia corporation, its Managing General
                                   Partner


Date:                                          By:
                                                  Name:
                                                  Title:


                                               Attest:
                                                  Name:
                                                  Title:


                                                                [CORPORATE SEAL]

                              TENANT:

                              SIMMONS COMPANY, a Delaware corporation


Date: 2/18/98                                  By: /s/ Roger W. Franklin
                                                  Name: Roger W. Franklin
                                                  Title: Vice President --
                                                            Finance, Treasurer

                                               Attest: /s/ Deborah Y. Negley
                                                  Name: Deborah Y. Negley
                                                  Title: Admin. Asst.


                                                                [CORPORATE SEAL]


                                      -18-
<PAGE>   21
                                   ATTESTATION


Landlord:


STATE OF

COUNTY OF


          BEFORE ME, a Notary Public in and for said County, personally appeared
__________________________ and , known to me to be the person(s) who, as
___________________________________ and ____________________________________,
respectively, of ID International (Texas), Inc., a Georgia corporation, the
partnership which executed the foregoing instrument in its capacity as general
partner of Landlord, signed the same, and acknowledged to me that they did so
sign said instrument in the name and upon behalf of said partnership, that the
same is their free act and deed and they were duly authorized thereunto by the
partnership.

          IN TESTIMONY WHEREOF, I have hereunto subscribed my name, and affixed
my official seal, this ____ day of __________________________, 1997.



                                                  ______________________________
                                                  Notary Public

                                                  My Commission Expires:


Tenant:


STATE OF GEORGIA

COUNTY OF DE KALB


          BEFORE ME, a Notary Public in and for said County, personally appeared
Roger Franklin and Deborah Negley, known to me to be the person(s) who, as V.P.
Finance and Admin. Assistant, respectively, of Simmons Company, the corporation
which executed the foregoing instrument in its capacity as Tenant, signed the
same, and acknowledged to me that they did so sign said instrument in the name
and upon behalf of said corporation as officers of said corporation, that the
same is their free act and deed as such officers, respectively, and they were
duly authorized thereunto by its board of directors; and that the seal affixed
to said instrument is the corporate seal of said corporation.

          IN TESTIMONY WHEREOF, I have hereunto subscribed my name, and affixed
my official seal, this 18th day of February, 1998.


                                 /s/ Vanessa Hornbuckle
                                 ______________________________
                                 Notary Public

                                 My Commission Expires:
                                 Notary Public, De Kalb County, Georgia
                                 My Commission Expires April 2, 2001


                                      -19-
<PAGE>   22
                                    EXHIBIT A

               [SITE PLAN OF DEMISED PREMISES, DFW TRADE CENTER -
                    BUILDING 'E', GRAPEVINE/COPPELL, TEXAS]

<PAGE>   23
                                    EXHIBIT B

                      PRELIMINARY PLANS AND SPECIFICATIONS


Those Plans and Specifications for the Demised Premises prepared by MacGregor
and Associates and signed by Tenant on January 9, 1998.

                                      b-1
<PAGE>   24
                                    EXHIBIT C

                              SPECIAL STIPULATIONS


            The Special Stipulations set forth herein are hereby incorporated
into the body of the lease to which these Special Stipulations are attached (the
"Lease"), and to the extent of any conflict between these Special Stipulations
and the preceding language, these Special Stipulations shall govern and control.

            1.        Option to Extend Term.

                      (a) Landlord hereby grants to Tenant one (1) option to
extend the Term for a period of five (5) years, such option to be exercised by
Tenant giving written notice of its exercise to Landlord in the manner provided
in this Lease at least two hundred forty (240) days prior to (but not more than
two hundred seventy (270) days prior to) the expiration of the Term, as it may
have been previously extended. No extension option may be exercised by Tenant if
an Event of Default has occurred and is then continuing or any facts or
circumstances then exist which, with the giving of notice or the passage of
time, or both, would constitute an Event of Default either at the time of
exercise of the option or at the time the applicable Term would otherwise have
expired if the applicable option had not been exercised.

                      (b) If Tenant exercises its option to extend the Term,
Landlord shall, within thirty (30) days after the receipt of Tenant's notice of
such exercise, notify Tenant in writing of Landlord's determination of the Base
Rent for the Demised Premises, which amount shall be 95% of the Market Rent (as
defined below) for such space. The phrase "Market Rent" as used herein shall
mean Landlord's reasonable determination of the then prevailing market rate for
base minimum rental calculated on a per square foot basis for leases covering
buildings in the area of Coppell, Texas comparable to the Building (as adjusted
for any variances between such buildings and the Building) for the applicable
five (5) year option period (the "Market Area"). Tenant shall have thirty (30)
days from its receipt of Landlord's notice to notify Landlord in writing that
Tenant does not agree with Landlord's determination of the Base Rent. If Tenant
does not notify Landlord that Tenant does not agree with Landlord's
determination of the Base Rent within thirty (30) days of its receipt of
Landlord's notice, Base Rent for the Demised Premises for the applicable
extended term shall be the Base Rent set forth in Landlord's notice to Tenant.
If Tenant does notify Landlord that Tenant does not agree with Landlord's
determination of the Base Rent within such 30-day period, Tenant shall in such
notice elect either (i) to determine the Market Rent (if Landlord's
determination of Base Rent is based on the Market Rent), or (ii) to retract its
option to extend the Term, in which case the Term, as it may have been
previously extended, shall expire on its scheduled expiration date and Tenant's
option to extend the Term shall be void and of no further force and effect. If
Tenant elects to determine the Market Rent, the Market Rent shall be determined
by an appraisal procedure as follows:

          In the event that Tenant notifies Landlord that Tenant disagrees with
          Landlord's determination of the Market Rent and that Tenant elects to
          determine the Market Rate, then Tenant shall specify, in such notice
          to Landlord, Tenant's selection of a real estate appraiser who shall
          act on Tenant's behalf in determining the Market Rent. Within twenty
          (20) days after Landlord's receipt of Tenant's selection of a real
          estate appraiser, Landlord, by written notice to Tenant, shall
          designate a real estate appraiser, who shall act on Landlord's behalf
          in the determination of the Market Rent. Within twenty (20) days of
          the selection of Landlord's appraiser, the two (2) appraisers shall
          render a joint written determination of the Market Rent, which
          determination shall take into consideration any differences between
          the Building and those buildings comparable to the Building located in
          the Market Area, including without limitation (i) typical rent factors
          such as tenant improvement allowances, free rent, moving allowances,
          and other concessions then available; and (ii) age, location, setting
          and type of building. If the two (2) appraisers are unable to agree
          upon a joint written determination within said twenty (20) day period,
          the two appraisers shall select a third appraiser within such twenty
          (20) day period. Within twenty (20) days after the appointment of the
          third appraiser, the third appraiser shall render a written
          determination of the Market Rent; provided, that the third appraiser's
          determination of Market Rent shall not exceed that of Landlord's
          appraiser and shall not be less than that of Tenant's appraiser. If
          Tenant does not agree with the determination of Market Rent pursuant
          to the appraisal procedure, Tenant shall, within three (3) business
          days after its notification of the determination of Market Rent
          pursuant to the appraisal procedure, notify Landlord in writing that
          it elects to retract its option to extend the Term, in which case the
          Term, as it may have been previously extended, shall expire on its
          scheduled expiration date and Tenant's option to extend the Term shall
          be void and of no further force and effect. Unless Tenant retracts its
          option in writing within such 3-day period, such determination shall
          be final, conclusive and binding. All appraisers selected in
          accordance with this subparagraph shall have at least ten (10) years
          prior experience in the commercial leasing market of the Market Area
          and shall be members of the American Institute of Real Estate
          Appraisers or similar professional organization. If either Landlord or
          Tenant fails or refuses to select an appraiser, the other appraiser
          shall alone determine the Market Rent. Landlord and Tenant agree that
          they shall be bound by the determination of Market Rent pursuant to
          this paragraph. Landlord shall bear the fee and expenses of its
          appraiser; Tenant shall bear the fee and expenses of its appraiser;
          and Landlord and Tenant shall share equally the fee and expenses of
          the third appraiser, if any.

                                      c-1
<PAGE>   25
            (c) Except for the Base Rent, which shall be determined as set forth
in subparagraph (b) above, leasing of the Demised Premises by Tenant for the
applicable extended term shall be subject to all of the same terms and
conditions set forth in this Lease, including Tenant's obligation to pay
Tenant's share of Operating Expenses as provided in this Lease; provided,
however, that any improvement allowances, rent abatements or other concessions
applicable to the Demised Premises during the initial Term shall not be
applicable during any such extended term, nor shall Tenant have any additional
extension options unless expressly provided for in this Lease. Landlord and
Tenant shall enter into an amendment to this Lease to evidence Tenant's exercise
of its renewal option. If this Lease is guaranteed, it shall be a condition of
Landlord's granting the renewal that Tenant deliver to Landlord a reaffirmation
of the guaranty in which the guarantor acknowledges Tenant's exercise of its
renewal option and reaffirms that the guaranty is in full force and effect and
applies to said renewal.

            2. Property Management Fees. For the purpose of determining Tenant's
pro rata share of Operating Expenses, Tenant's share of property management fees
for the Building shall not exceed three percent (3.0%) per year of the Annual
Base Rent and annual Additional Rent due under the Lease.

            3. Future Governmental Regulations and Cost of Compliance. If, as a
result of one or more laws, ordinances, orders, rules, regulations or
requirements of all federal, state and municipal governments and appropriate
departments, commissions, boards and officers thereof (collectively,
"Governmental Requirements"), it is necessary, from time to time during the
Term, to perform an alteration or modification of the Demised Premises (a "Code
Modification") which (i) would be characterized as a capital expenditure under
generally accepted accounting principles and (ii) is not made necessary as a
result of the specific use being made by Tenant of the Demised Premises (as
distinguished from an alteration or improvement which would be required to be
made by the owner of any warehouse-office building comparable to the Building
irrespective of the use thereof by any particular occupant), Landlord shall have
the obligation to pay the cost of the work which is required to perform the Code
Modification and Tenant shall pay Additional Rent in the manner provided in this
Special Stipulation. If Tenant receives a written notice from a governmental
authority requiring a Code Modification, Tenant shall promptly send a copy of
such notice to Landlord. Any Code Modification which is made necessary as a
result of the specific use being made by Tenant of the Demised Premises shall be
the sole and exclusive responsibility of Tenant in all respects; any such Code
Modification shall be promptly performed by Tenant at its expense in accordance
with the applicable Governmental Requirement. If a Code Modification has been
validly required by a governmental authority and is not the responsibility of
Tenant, Landlord shall, at the expense of Landlord, perform the Code
Modification in accordance with applicable Governmental Requirements. Upon
completion of the Code Modification, Landlord shall provide Tenant with a
written certification of the cost actually incurred by Landlord in performing
the Code Modification, together with documentation substantiating such cost as
Tenant may reasonably require. Tenant shall reimburse Landlord for a portion of
the cost of the Code Modification in the following manner:

                      (a) The useful life of the Code Modification shall be a
useful life established by agreement of Landlord and Tenant; provided that if no
such agreement can be reached, the applicable recovery period under Section 168
of the United States Internal Revenue Code and related Regulations
(collectively, the "Code" ) for improvements comparable to the Code Modification
shall be the "useful life" of the Code Modification, but in no event shall the
"useful life" be greater than fifteen (15) years. If the Code does not establish
clearly the applicable recovery period, then the useful life shall conclusively
be ten (10) years.

                      (b) Using such useful life, Tenant shall reimburse
Landlord for a portion of the cost of the Code Modification which will amortize
("Amortized Cost"), with annual interest calculated at three and one-half
percent (3 1/2%) over the interest rate on the ten (10) year Treasury Note at
the time of completion of the Code Modification on a straight line basis, during
the remainder of the initial Term or the renewal Term, as may be in effect and
as may be extended. Commencing on the first day of the first full calendar month
following the month in which the Code Modification is completed, and continuing
thereafter on the first day of each remaining month of the Term, renewal Term,
as may be in effect and as may be extended, Tenant shall pay to Landlord, as
Additional Rent, in equal installments, the Amortized Cost. If installments are
being paid by Tenant under this Special Stipulation at the end of either the
initial Term or the renewal Term and Tenant exercises its right to renew or
extend the Term of this Lease, the monthly installments by Tenant under this
Special Stipulation shall continue without interruption or modification during
the renewal Term irrespective of any adjustment which may be made in Additional
Rent, until such time as the cost of the Code Modification has been fully
amortized.

            4.        Inspection Rights.

                      (a) Landlord's books and records pertaining to the
calculation of Operating Expenses for any calendar year within the Term may be
inspected by Tenant at Tenant's expense, at any reasonable time within one (1)
year after Tenant's receipt of Landlord's statement for Operating Expenses;
provided that Tenant shall give Landlord not less than fifteen (15) days' prior
written notice of any such inspection. If Landlord's calculation of Tenant's
share of Operating Expenses for the inspected calendar year was incorrect, then
Tenant shall be entitled to a refund of any overpayment or Tenant shall pay to

                                       c-2
<PAGE>   26
Landlord the amount of any underpayment, as the case may be. If Tenant's
inspection proves that Landlord's calculation of Tenant's share of Operating
Expenses for the inspected calendar year resulted in an overpayment by more than
ten percent (10%) of Tenant's share, Landlord shall also pay the reasonable fees
and expenses of Tenant's independent professionals, if any, conducting said
inspection; provided, however, that if Landlord disagrees with Tenant's
inspection results, the parties shall either agree to a resolution of the
disagreement or submit the disagreement to the Dispute Resolution Procedure, as
defined in Special Stipulation 14 below. 

                      (b) All of the information obtained through Tenant's
inspection with respect to financial matters (including, without limitation,
costs, expenses, income) and any other matters pertaining to Landlord, the
Demised Premises, the Building and/or the Project as well as any compromise,
settlement, or adjustment reached between Landlord and Tenant relative to the
results of the inspection shall be held in strict confidence by Tenant and its
officers, agents, and employees; and Tenant shall cause its independent
professionals and any of its officers, agents or employees to be similarly bound
pursuant to subsection (c) below.

                      (c) As a condition precedent to Tenant's exercise of its
right to inspect, Tenant must deliver to Landlord a signed covenant from the
inspector (such covenant is annexed hereto as Exhibit F). Tenant understands and
agrees that this provision is of material importance to Landlord and that any
violation of the terms of this provision shall result in immediate and
irreparable harm to Landlord.

                      (d) Landlord shall have all rights allowed by law or
equity if Tenant, its officers, agents, or employees and/or the inspector
violate the terms of this provision, including, without limitation, the right to
terminate this Lease or the right to terminate Tenant's right to inspect in the
future pursuant to this Special Stipulation 4. Tenant shall indemnify, defend
upon request, and hold Landlord harmless from and against all costs, damages,
claims, liabilities, expenses, losses, court costs, and attorneys' fees suffered
by or claimed against Landlord, based in whole or in part upon the breach of
this Special Stipulation 3 by Tenant, its officers, agents, or employees and/or
its inspector; and shall cause its inspector to be similarly bound.

                      (e) The obligations within this Special Stipulation 4
shall survive the expiration or earlier termination of the Lease.

            5.        Construction of Demised Premises.

                      (a) Notwithstanding the provisions of Section 17 of this
Lease, Landlord shall be responsible for the cost of the construction of the
Improvements (as defined in Section 8(a)(ii) of the Lease) only up to an amount
equal to $1,009,832 (the "Tenant Allowance"). Upon substantial completion of the
Improvements, Landlord shall deliver to Tenant a bill for all amounts in excess
of the Tenant Allowance. Tenant agrees to pay such bill in full to Landlord
within ten (10) calendar days following receipt of such bill.

                      (b) For purposes of this Special Stipulation, the cost of
the construction of the Improvements shall be deemed to include, but not be
limited to, the cost of the Plans and Specifications, permits and all tenant
buildout, including, without limitation, demising walls, utilities, and the
heating, ventilating and air conditioning system.

                      (c) Following completion of construction of the Demised
Premises in accordance with Section 17 of this Lease and this Special
Stipulation, upon Landlord's request, Tenant will promptly execute and deliver
an amended and restated version of this Lease as of the Lease Date which will
deleted this Special Stipulation in its entirety.

                      (d) If the cost of the Leasehold Improvements is less than
the Tenant Allowance (such difference being defined herein as "Savings"), then
the Monthly Base Rent Installments shall be reduced as follows: For any Savings
up to $357,000, then for every increment of $21,000 of Savings, Monthly Base
Rent Installments shall be reduced by $117.49. In no event shall there be a
reduction in Base Rent for Savings exceeding $357,000. The reduction shall apply
on a pro rata basis to any increment of Savings less than $21,000.

            6.        Landlord Representations.  Landlord represents and
warrants to Tenant as follows:

                      (a) Landlord holds fee simple title to the Building.

                      (b) To Landlord's actual knowledge, the design and
construction of the Building materially complies with all applicable federal,
state, county and municipal laws, regulations, ordinances and codes in effect as
of the Lease Date, excepting therefrom any requirements related to Tenant's
specific use of the Demised Premises.

                      (c) No person other than Tenant is entitled to possession
of the Demised Premises.

                                      c-3
<PAGE>   27
                      (d) The Demised Premises are not subject to any unpaid
special assessments which are due and owing.

                      (e) To Landlord's actual knowledge, there exists no
pending or contemplated condemnation, eminent domain or rezoning proceeding
affecting the Building, or any pending or contemplated proceeding which could or
might result in the levy of any special tax or assessment against the Building.

                      (i) There is currently no Mortgage secured by the
Building.

            7.        Landlord Insurance.

                      (a) Landlord shall maintain at all times during the Term
of this Lease, with such deductible as Landlord in its sole judgment determines
advisable, insurance on the "All-Risk" or equivalent form on a Replacement Cost
Basis against loss or damage to the Building. Such insurance shall be in the
amount of 80% of the replacement value of the Building (excluding all fixtures
and property required to be insured by Tenant under this Lease).

                      (b) Landlord shall maintain at all times during the Term
commercial liability insurance with limits at least equal to the amount as
Tenant is required to maintain pursuant to Section 8(a)(i) of this Lease.

          8. Landlord Default. If Landlord shall fail to cure any default within
the times permitted for cure and if, in Tenant's reasonable opinion, "self-help"
to cure a default by Landlord is necessary, the parties hereto agree as follows:

                      (a) For situations where there is an emergency situation
to prevent significant physical damage to the Demised Premises (including
Tenant's property or property of Tenant's customers located within the Demised
Premises) or injury to persons, Tenant may exercise such self-help after giving
Landlord such notice of Tenant's intent to exercise the intended self-help as is
reasonable under the circumstances (it being acknowledged that oral notice may
be appropriate in certain emergency situations, but that any such oral notice
must be followed by written notice given within three (3) days of such oral
notice). Tenant shall be entitled to recover the reasonable cost of self-help in
an emergency situation to prevent significant physical damage to the Demised
Premises (including Tenant's property located within the Demised Premises) or
injury to persons and Landlord shall pay such amount within ninety (90) days
after Tenant's request for reimbursement as described below. Notwithstanding the
foregoing, Tenant may not recover any costs that are otherwise reimbursable to
Tenant under any insurance policies carried by Tenant. In addition, any requests
for reimbursement made by Tenant shall be accompanied by such documentation as
Landlord shall reasonably require showing the actual costs incurred by Tenant.
If Landlord has not paid to Tenant such amount or given Tenant notice of
reasonable objection to such amount within such ninety (90) day period, or if
Landlord's objection to such amount is resolved against Landlord by agreement of
the parties or by a court of competent jurisdiction to which the dispute has
been submitted by the parties, then Tenant may withhold the cost of such
self-help from future Base Rent until Tenant has been reimbursed in full for the
cost of such self-help up to $25,000; provided, however, such set-off rights
shall not limit Tenant's right to otherwise recover from Landlord the full
amount of the reasonable cost of such self-help.

                      (b) For situations where Landlord's default does not
create an emergency situation where action is necessary to prevent significant
physical damage to the Demised Premises (including Tenant's property or property
of Tenant's customers located within the Demised Premises), injury to persons,
or material interference with Tenant's business operations:

                               (i) Tenant must give prior written notice to
          Landlord that Tenant intends to cure such default under the provisions
          of this Special Stipulation.

                               (ii) If Landlord disagrees with Tenant's
          assessment that Landlord has defaulted under this Lease, Landlord may
          notify Tenant that Landlord elects to submit the disagreement to the
          Dispute Resolution Procedure defined and described in Special
          Stipulation 14 below. If Landlord elects the Dispute Resolution
          Procedure, Tenant shall not cure such alleged Landlord default unless
          and until the Dispute Resolution Procedure determines that an actual
          default by Landlord exists.

                               (iii) If the Dispute Resolution Procedure
          determines that a default has occurred and a cure is required,
          Landlord shall have a period of fifteen (15) days to begin work to
          cure such default. Landlord must act with due speed and in good faith
          to sure such default.

                               (iv) If Landlord does not commence to act to cure
          such default within such 15-day period or fails to proceed to cure
          with due speed and in good faith, Tenant may cure such default by
          incurring only such expenses as are reasonable under the circumstances
          to cure the default.

                                      c-4
<PAGE>   28
                               (v) Tenant shall be entitled to recover the
          reasonable costs incurred in curing such default by giving written
          notice to Landlord of such costs with supporting documentation
          reasonably necessary to show all such actual costs incurred by Tenant.
          Notwithstanding the foregoing, Tenant may not recover any costs that
          are otherwise reimbursable to Tenant under any insurance policies
          carried by Tenant.

                               (vi) If Landlord does not pay to Tenant such
          amount billed by Tenant within fifteen (15) days following receipt of
          such notice from Tenant, Tenant may withhold the cost of such
          self-help, plus interest on the amount due to Tenant at the lesser of
          (i) the maximum interest rate allowed by law or (ii) a rate of fifteen
          percent (15%) per annum, from future Base Rent until Tenant has been
          reimbursed in full for the cost of such self-help.

          9. Environmental Matters. Landlord shall indemnify Tenant and hold
Tenant harmless from and against any and all expenses, losses and liabilities
actually suffered by Tenant (with the sole exception of any and all
consequential damages, including but not limited to the loss of use of the
Demised Premises, lost profits and loss of business, and those expenses, losses,
and liabilities arising from Tenant's own negligence or willful act) as a result
of a governmental authority having jurisdiction ordering a cleanup, removal or
other remediation by Tenant of any Hazardous Substances located on, under or
about the Demised Premises caused by Landlord.

          10. Assignment of Landlord Warranties. Landlord shall grant to Tenant,
until the expiration or earlier termination of the Term, without recourse or
warranty, a non-exclusive right during the Term to exercise Landlord's rights
under any warranties obtained with respect to the heating, ventilation and air
conditioning system, or any other portions of the improvements within the
Demised Premises required to be maintained or repaired by Tenant pursuant to
this Lease, which extend beyond the one (1) year warranty period.

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

          12. Landlord Default. For purposes of Section 26 of the Lease,
Landlord's equity interest in the Building shall be deemed to be no less than
twenty percent (20%) of the fair market value of the Building determined as of
the date on which Tenant initiates the applicable action to enforce its rights
under this Lease.

          13. Assignment and Subleasing. Notwithstanding the provisions of
Section 29 of this Lease, Tenant may assign its rights and obligations under
this Lease to any entity owning a majority of the outstanding stock of Tenant,
or to any entity under common ownership or control with Tenant, or to any entity
owned by Tenant, without the prior consent of Landlord, provided that Tenant
shall give Landlord prior written notice of such assignment.

          14. Dispute Resolution Procedure. In the event that a dispute arises
between Landlord and Tenant under the Lease, and the Lease specifically provides
that the dispute resolution procedure outlined in this Special Stipulation 14
(herein referred to as the "Dispute Resolution Procedure") shall be utilized,
then such dispute shall be resolved by binding arbitration (the "Arbitration")
to be held in front of an arbitrator in Atlanta, Georgia in accordance with this
Special Stipulation 14. The Arbitration may be requested by any party to the
controversy or dispute by giving a written notice of demand for Arbitration to
the other parties. The Arbitration shall be conducted in accordance with the
United States Arbitration Act (9 U.S.C. Section 1-16), notwithstanding any other
choice of law provision in this Agreement, and under the current Commercial
Arbitration Rules of the American Arbitration Association, and judgment upon the
determination rendered by the arbitrator(s) may be entered in any court having
jurisdiction. Any controversy concerning whether an issue is arbitrable shall be
determined by the arbitrator. The parties hereto agree to request an expedited
process for the Arbitration. No provision of, or the exercise of any right
under, these Arbitration terms shall limit the right of any party to obtain
provisional relief such as injunctive relief or other relief to maintain the
status quo from a court having jurisdiction, pending the appointment of the
arbitrator(s), or the maintenance of such provisional relief until the issuance
of a determination by the arbitrator(s). The institution of maintenance of such
an action for provisional judicial relief shall not constitute a waiver of the
right of any party to submit a controversy or claim for Arbitration. Fees,
costs, and expenses of the arbitrator shall be borne by the party against whom
the Arbitration shall be determined, or in such proportions as the arbitrator
shall designate, but each party shall bear the expense of its own counsel,
experts, witnesses, and preparation and presentation of proof.

                                      c-5
<PAGE>   29
            15.       Landlord's Failure to Deliver Demised Premises.

                      (a) Notwithstanding the provisions of Section 17(b) of
this Lease, in the event that Landlord is unable to substantially complete the
Demised Premises on or before April 7, 1998, as extended by Construction Delay
(as defined below), Landlord shall give Tenant credit toward Tenant's Monthly
Base Rent Installments in the amount of one (1) days' Base Rent for each day
after April 7, 1998 that Landlord does not substantially complete the Demised
Premises.

                      (b) Notwithstanding the provisions of Section 17(b) of
this Lease, in the event that Landlord is unable to substantially complete the
Demised Premises on or before June 1, 1998, as extended by delays incurred by
reason of changes requested by Tenant in the Plans and Specifications that
result in a delay in the completion of construction, or by reason of acts or
omissions of Tenant, Tenant may terminate this Lease by written notice to
Landlord given within fourteen (14) days following such date (provided that
substantial completion has not occurred prior to Landlord's receipt of said
termination notice), and thereafter neither Landlord nor Tenant shall have any
further obligation hereunder.

                      (c) For purposes of this Lease, "Construction Delay" shall
mean delays incurred by reason of changes requested by Tenant in the Plans and
Specifications that result in a delay in the completion of construction, and for
such additional time as is equal to the time lost by Landlord or Landlord's
contractors or suppliers in connection with the performance of Landlord's
completion of the Improvements due to strikes or other labor troubles,
governmental restrictions and limitations, war or other national emergency,
accidents, floods, fire, damage or other casualties, weather or other
conditions, acts or omissions of Tenant, or other delays caused by reasons
beyond Landlord's reasonable control.

                                      c-6
<PAGE>   30
                                    EXHIBIT D

                              RULES AND REGULATIONS


These Rules and Regulations have been adopted by Landlord for the mutual benefit
and protection of all the tenants of the Building in order to insure the safety,
care and cleanliness of the Building and the preservation of order therein.

          1. The sidewalks shall not be obstructed or used for any purpose other
than ingress and egress. No tenant and no employees of any tenant shall go upon
the roof of the Building without the consent of Landlord.

          2. No awnings or other projections shall be attached to the outside
walls of the Building.

          3. The plumbing fixtures shall not be used for any purpose other than
those for which they were constructed, and no sweepings, rubbish, rags or other
substances, including Hazardous Substances, shall be thrown therein.

          4. No tenant shall cause or permit any objectionable or offensive
odors to be emitted from the Demised Premises.

          5. The Demised Premises shall not be used for lodging or sleeping or
for any immoral or illegal purposes.

          6. No tenant shall make, or permit to be made any unseemly or
disturbing noises, sounds or vibrations or disturb or interfere with tenants of
this or neighboring buildings or premises or those having business with them.

          7. Each tenant must, upon the termination of this tenancy, restore to
the Landlord all keys of stores, offices, and rooms, either furnished to, or
otherwise procured by, such tenant, and in the event of the loss of any keys so
furnished, such tenant shall pay to the Landlord the cost of replacing the same
or of changing the lock or locks opened by such lost key if Landlord shall deem
it necessary to make such change.

          8. Canvassing, soliciting and peddling in the Building and the Project
are prohibited and each tenant shall cooperate to prevent such activity.

          9. Landlord will direct electricians as to where and how telephone or
telegraph wires are to be introduced. No boring or cutting for wires or
stringing of wires will be allowed without written consent of Landlord. The
location of telephones, call boxes and other office equipment affixed to the
Demised Premises shall be subject to the approval of Landlord.

          10. Parking spaces associated with the Building are intended for the
exclusive use of passenger automobiles. Except for intermittent deliveries, no
vehicles other than passenger automobiles may be parked in a parking space
without the express written permission of Landlord. Trucks and tractor trailers
may only be parked at designated areas of the Building. Trucks and tractor
trailers shall not block access to the Building.

          11. No tenant shall use any area within the Project for storage
purposes other than the interior of the Demised Premises.


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<PAGE>   31
                                    EXHIBIT E

                            CERTIFICATE OF AUTHORITY
                                   CORPORATION

            The undersigned, Secretary of Simmons Company, a Delaware
corporation ("Tenant"), hereby certifies as follows to DFW Trade Center I
Limited Partnership, a Texas limited partnership ("Landlord"), in connection
with Tenant's proposed lease of premises in Building E, at DFW Trade Center,
Coppell, Texas (the "Premises"):

            1. Tenant is duly organized, validly existing and in good standing
under the laws of the State of Delaware, and duly qualified to do business in
the State of Texas.

            2. That the following named persons, acting individually, are each
authorized and empowered to negotiate and execute, on behalf of Tenant, a lease
of the Premises and that the signature opposite the name of each individual is
an authentic signature:

<TABLE>
<S>                                 <C>                                 <C>
 Roger W. Franklin                  VP-Finance/Treasurer                /s/ Roger W. Franklin
--------------------                --------------------                ---------------------
       (name)                              (title)                           (signature)

--------------------                --------------------                ---------------------
       (name)                              (title)                           (signature)

--------------------                --------------------                ---------------------
       (name)                              (title)                           (signature)
</TABLE>

            3. That the foregoing authority was conferred upon the person(s)
named above by the Board of Directors of Tenant, at a duly convened meeting held
_____________, 19___.

                                                --------------------------------
                                                Assistant Secretary

                                                                [CORPORATE SEAL]

                                      e-1
<PAGE>   32
                                    EXHIBIT F

                            CONFIDENTIALITY COVENANT


            This covenant is executed this ___ day of ______________, 19__, by
[insert name of inspector] whose principal office is located at [insert
inspector's address].

            As a condition precedent to my right to inspect the financial
matters (including, without limitation, costs, expenses, income) and any other
matters pertaining to [insert name of landlord] ("Landlord") and/or the [insert
name and address of the project] (the "Project") on behalf of [insert name of
tenant] ("Tenant"), I hereby covenant and agree that I will keep all information
obtained through such inspection with respect to financial matters (including,
without limitation, costs, expense, income) and other matters pertaining to the
Landlord and/or the Project as well as any information regarding a compromise,
settlement, or adjustment reached between Landlord and Tenant in strict
confidence; and I shall not reveal this information in any manner to any person
except (i) Tenant's attorneys, accountants and other reasonable consultants, or
(ii) upon the prior written consent of Landlord, which consent may be withheld
in Landlord's sole discretion, or (iii) if required pursuant to any litigation
between Landlord and Tenant materially related to the facts disclosed by such
inspection, or (iv) if required by law.

            I also agree to indemnify, defend upon request, and hold Landlord
harmless from and against all costs, damages, claims, liabilities, expenses,
losses court costs, and attorney's fees suffered by or claimed against Landlord,
based in whole or in part upon the willful breach of this covenant.

            The above-mentioned obligations shall survive the expiration or
earlier termination of the lease between Landlord and Tenant.

[Insert inspector's name]


By: __________________________
Title: _______________________

                                      f-1