<PAGE>   1
                                                                 EXHIBIT 10.42


                             BASIC LEASE INFORMATION


Lease Date:                                      , 1996
                                  ---------------

Tenant:                           Fibreboard Corporation

Tenant's Address:                 2121 N. California Boulevard
                                  Suite 560
                                  Walnut Creek, California  94596

Contact:                          Mike Douglas  Telephone: (510) 274-0700

Landlord:                         The Equitable-Nissei Dallas Company,
                                  a joint venture

Landlord's Address:               2200 Ross Avenue, Suite 3700
                                  Dallas, Texas 75201

Contact:                          Ray Mackey
                                  Telephone: 214-979-6100

Premises:                         Suite No. 3600 in the office building (the 
                                  "Building") located on the land described
                                  as City Block 256, Dallas, Dallas County, 
                                  Texas and whose street address is 2200 Ross 
                                  Avenue, Dallas, Texas (the "Land").  The 
                                  Premises are outlined on the plan attached to 
                                  the Lease as Exhibit A.

Term:                             180 months, commencing September 1, 1996 (the
                                  "Commencement Date") and ending at 5:00 p.m. 
                                  August 31, 2011, subject to adjustment and 
                                  earlier termination as provided in the Lease.

Basic
Rental:                           $31,590.29 per month for the first 5 years of
                                  the Term; $35,005.46 per month for the next 5 
                                  years of the Term; and $40,128.21 per month 
                                  for the next 5 years of the Term.

Rent:                             Basic Rental, Tenant's Proportionate Share of 
                                  Electrical Costs, Tenant's share of Excess, 
                                  and all other sums that Tenant may owe to 
                                  Landlord under the Lease.

Permitted Use:                    General Office

Tenant's
Proportionate
Share:                            1.7413%, which is the percentage obtained by 
                                  dividing (i) the 20,491 rentable square feet 
                                  in the Premises by (ii) the 1,176,736 rentable
                                  square feet in the Building.

Expense Stop:                     1996 base year.

Initial Liability
Insurance Amount:                 $5,000,000.

Maximum
Construction
Allowance:                        $12.00 per rentable square foot.

The foregoing Basic Lease Information is incorporated into and made a part of
the Lease identified above. If any conflict exists between any Basic Lease
Information and the Lease, then the Lease shall control.


<PAGE>   2



<TABLE>
<CAPTION>
LANDLORD:                                           TENANT:
--------                                            ------
<S>                                                 <C>
THE EQUITABLE-NISSEI DALLAS COMPANY,                FIBREBOARD CORPORATION,
a joint venture                                     a Delaware corporation

By:     The Equitable Life Assurance                By:_________________________
        Society of the United States,               Name:_______________________
        a New York corporation,                     Title:______________________
        its Managing Venturer



        By:___________________________
        Name:_________________________
        Title:________________________
</TABLE>



<PAGE>   3



                                TABLE OF CONTENTS


<TABLE>
<CAPTION>
                                                                           Page
                                                                           ----
<S>                                                                         <C>
DEFINITIONS AND BASIC PROVISIONS. . . . . . . . . . . . . . . . . .          1

LEASE GRANT . . . . . . . . . . . . . . . . . . . . . . . . . . . .          1

TERM. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .          1

RENT. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .          1
     a. Payment . . . . . . . . . . . . . . . . . . . . . . . . . .          1
     b. Intentionally Deleted . . . . . . . . . . . . . . . . . . .          2
     c. Electrical Costs  . . . . . . . . . . . . . . . . . . . . .          2
     d. Annual Cost Statement . . . . . . . . . . . . . . . . . . .          2
     e. Adjustments to Electrical Costs . . . . . . . . . . . . . .          2

DELINQUENT PAYMENT; HANDLING CHARGES. . . . . . . . . . . . . . . .          2

LANDLORD'S OBLIGATIONS. . . . . . . . . . . . . . . . . . . . . . .          2
     a. Services  . . . . . . . . . . . . . . . . . . . . . . . . .          2
     b. Excess Utility Use  . . . . . . . . . . . . . . . . . . . .          3
     c. Discontinuance  . . . . . . . . . . . . . . . . . . . . . .          3
     d. Restoration of Services; Abatement  . . . . . . . . . . . .          4

IMPROVEMENTS;ALTERATIONS; REPAIRS; MAINTENANCE. . . . . . . . . . .          4
     a. Improvements; Alterations . . . . . . . . . . . . . . . . .          4
     b. Repairs; Maintenance  . . . . . . . . . . . . . . . . . . .          5
     c. Performance of Work . . . . . . . . . . . . . . . . . . . .          5
     d. Mechanic's Liens  . . . . . . . . . . . . . . . . . . . . .          5

USE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .          5

ASSIGNMENT AND SUBLETTING . . . . . . . . . . . . . . . . . . . . .          6
     a. Transfers; Consent  . . . . . . . . . . . . . . . . . . . .          6
     b. [Intentionally Deleted.]  . . . . . . . . . . . . . . . . .          6
     c. Additional Compensation.  . . . . . . . . . . . . . . . . .          6

INSURANCE; WAIVERS; SUBROGATION; INDEMNITY. . . . . . . . . . . . .          6
     a. Insurance . . . . . . . . . . . . . . . . . . . . . . . . .          6
     b. Waiver of Negligence Claims; No Subrogation . . . . . . . .          7
     c. Indemnity . . . . . . . . . . . . . . . . . . . . . . . . .          7

SUBORDINATION ATTORNMENT; NOTICE TO LANDLORD'S MORTGAGEE. . . . . .          8
     a. Subordination . . . . . . . . . . . . . . . . . . . . . . .          8
     b. Attornment  . . . . . . . . . . . . . . . . . . . . . . . .          8
     c. Notice to Landlord's Mortgagee  . . . . . . . . . . . . . .          8

RULES AND REGULATIONS . . . . . . . . . . . . . . . . . . . . . . .          8

CONDEMNATION. . . . . . . . . . . . . . . . . . . . . . . . . . . .          8
     a. Taking - Landlord's and Tenant's Rights . . . . . . . . . .          8
     b. Taking - Landlord's Rights  . . . . . . . . . . . . . . . .          8
     c. Award . . . . . . . . . . . . . . . . . . . . . . . . . . .          9

FIRE OR OTHER CASUALTY. . . . . . . . . . . . . . . . . . . . . . .          9
     a. Repair Estimate . . . . . . . . . . . . . . . . . . . . . .          9
     b. Landlord's and Tenant's Rights  . . . . . . . . . . . . . .          9
     c. Landlord's Rights . . . . . . . . . . . . . . . . . . . . .          9
     d. Repair Obligation . . . . . . . . . . . . . . . . . . . . .          9

TAXES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .          9

EVENTS OF DEFAULT . . . . . . . . . . . . . . . . . . . . . . . . .         10
</TABLE>


<PAGE>   4



<TABLE>
<S>                                                                         <C>
REMEDIES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         11

PAYMENT BY TENANT; NON-WAIVER . . . . . . . . . . . . . . . . . . .         11
     a. Payment by Tenant . . . . . . . . . . . . . . . . . . . . .         11
     b. No Waiver . . . . . . . . . . . . . . . . . . . . . . . . .         12

SURRENDER OF PREMISES . . . . . . . . . . . . . . . . . . . . . . .         12

HOLDING OVER. . . . . . . . . . . . . . . . . . . . . . . . . . . .         12

CERTAIN RIGHTS RESERVED BY LANDLORD . . . . . . . . . . . . . . . .         12

MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . . . . . .         13
     a. Landlord Transfer . . . . . . . . . . . . . . . . . . . . .         13
     b. Landlord's Liability  . . . . . . . . . . . . . . . . . . .         13
     c. Force Majeure . . . . . . . . . . . . . . . . . . . . . . .         13
     d. Brokerage . . . . . . . . . . . . . . . . . . . . . . . . .         13
     e. Estoppel Certificates . . . . . . . . . . . . . . . . . . .         14
     f. Notices . . . . . . . . . . . . . . . . . . . . . . . . . .         14
     g. Separability  . . . . . . . . . . . . . . . . . . . . . . .         14
     h. Amendments; and Binding Effect  . . . . . . . . . . . . . .         14
     i. Quiet Enjoyment   . . . . . . . . . . . . . . . . . . . . .         14
     j. Joint and Several Liability . . . . . . . . . . . . . . . .         14
     k. Captions  . . . . . . . . . . . . . . . . . . . . . . . . .         14
     l. No Merger . . . . . . . . . . . . . . . . . . . . . . . . .         15
     m. No Offer  . . . . . . . . . . . . . . . . . . . . . . . . .         15
     n. Tax Protest . . . . . . . . . . . . . . . . . . . . . . . .         15
     o. Exhibits  . . . . . . . . . . . . . . . . . . . . . . . . .         16
     p. Entire Agreement  . . . . . . . . . . . . . . . . . . . . .         16

SPECIAL PROVISIONS. . . . . . . . . . . . . . . . . . . . . . . . .         16
</TABLE>




<PAGE>   5



                                      LEASE


         THIS LEASE AGREEMENT (this "Lease") is entered into as of , 1996,
   between THE EQUITABLE-NISSEI DALLAS COMPANY, a joint venture ("Landlord"),
   and FIBREBOARD CORPORATION, a Delaware corporation ("Tenant").

DEFINITIONS AND
BASIC PROVISIONS 

         1. The definitions and basic provisions set forth in the Basic Lease
   Information (the "Basic Lease Information") executed by Landlord and Tenant
   contemporaneously herewith are incorporated herein by reference for all
   purposes.

LEASE GRANT          

         2. Subject to the terms of this Lease, Landlord leases to Tenant, and
   Tenant leases from Landlord, the Premises.

TERM           

         3. If the Commencement Date is not the first day of a calendar month,
   then the Term shall be extended by the time between the Commencement Date and
   the first day of the next month. If this Lease is executed before the
   Premises become vacant or otherwise available and ready for occupancy by
   Tenant, or if any present occupant of the Premises holds over and Landlord
   cannot acquire possession of the Premises before the Commencement Date, then
   (a) Tenant's obligation to pay Rent hereunder shall be waived until Landlord
   tenders possession of the Premises to Tenant, (b) the Term shall be extended
   by the time between the scheduled Commencement Date and the date on which
   Landlord tenders possession of the Premises to Tenant (which date will then
   be defined as the Commencement Date), (c) Landlord shall not be in default
   hereunder or be liable for damages therefor, and (d) Tenant shall accept
   possession of the Premises when Landlord tenders possession thereof to
   Tenant. By occupying the Premises, Tenant shall be deemed to have accepted
   the Premises in their condition as of the date of such occupancy, subject to
   the performance of punch-list items that remain to be performed by Landlord,
   if any. Tenant shall execute and deliver to Landlord, within ten days after
   Landlord has requested same, a letter confirming (i) the Commencement Date,
   (ii) that Tenant has accepted the Premises, and (iii) that Landlord has
   performed all of its obligations with respect to the Premises (except for
   punch-list items specified in such letter). Notwithstanding anything herein
   to the contrary, Landlord shall make the portion of the Premises designated
   as "Area A" on Exhibit H available for the commencement of the Work (as
   defined in Exhibit D) no later than July 15, 1996, and shall make the portion
   of the Premises designated as "Area B" on Exhibit H available for the
   performance of the Work no later than August 12, 1996.

RENT           

         4. a. Payment. Tenant shall timely pay to Landlord the Basic Rental and
   all additional sums to be paid by Tenant to Landlord under this Lease,
   including the amounts set forth in Exhibit C, without deduction or set off,
   at Landlord's Address (or such other address as Landlord may from time to
   time designate in writing to Tenant). Basic Rental, adjusted as herein
   provided, shall be payable monthly in advance. The first monthly installment
   of Basic Rental shall be payable on the Commencement Date; thereafter,
   monthly installments of Basic Rental shall be due on the first day of the
   second full calendar month of the Term and continuing on the first day of
   each succeeding calendar month during the Term. Basic Rental for any
   fractional month at the beginning of the Term shall be prorated based on
   1/365 of the current annual Basic Rental for each day of the partial month
   this Lease is in effect, and shall be due on the Commencement Date.



<PAGE>   6



         b. [Intentionally Deleted.]

         c. Electrical Costs. Tenant shall pay to Landlord an amount equal to
   the product of (i) the cost of all electricity used by the Building except
   for excess electrical use reimbursed to Landlord by tenants ("Electrical
   Costs"), multiplied by (ii) Tenant's Proportionate Share. Such amount shall
   be payable monthly based on Landlord's estimate of the amount due for each
   month, and shall be due on the Commencement Date and on the first day of each
   calendar month thereafter unless Landlord has theretofore furnished Tenant
   with information indicating the amount due, in which event such amount shall
   be due within ten days after Landlord has delivered to Tenant an invoice
   therefor.

         d. Annual Cost Statement. By April 1 of each calendar year, or as soon
   thereafter as practicable, Landlord shall furnish to Tenant a statement of
   Landlord's actual Electrical Costs (the "Annual Cost Statement") for the
   previous year adjusted as provided in Section 4.e. If the Annual Cost
   Statement reveals that Tenant paid more for Electrical Costs than Tenant's
   Proportionate Share of Electrical Costs in the year for which such statement
   was prepared, then Landlord shall promptly reimburse or credit Tenant such
   excess; likewise, if Tenant paid less than Tenant's Proportionate Share of
   Electrical Costs, then Tenant shall promptly pay Landlord such deficiency.

         e. Adjustments to Electrical Costs. With respect to any calendar year
   or partial calendar year in which the Building is not occupied to the extent
   of 95% of the rentable area thereof, the Electrical Costs for such period
   shall, for the purposes hereof, be increased to the amount which would have
   been incurred had the Building been occupied to the extent of 95% of the
   rentable area thereof.

DELINQUENT
PAYMENT;
HANDLING CHARGES 

         5. All payments required of Tenant hereunder shall bear interest from
   the date due until paid at the per annum rate of three percent (3%) in excess
   of the Prime Rate. In no event, however, shall the charges permitted under
   this Section 5 or elsewhere in this Lease, to the extent the same are
   considered to be interest under applicable law, exceed the maximum lawful
   rate of interest.

         6. [Intentionally Deleted.]

LANDLORD'S
OBLIGATIONS                                   

         7. a. Services. Provided no Event of Default exists, Landlord shall use
   all reasonable efforts to furnish to Tenant (i) water (hot and cold) at those
   points of supply provided for general use of tenants of the Building; (ii)
   heated and refrigerated air conditioning as appropriate, at such times as
   Landlord normally furnishes these services to all tenants of the Building,
   and at such temperatures and in such amounts as are reasonably considered by
   Landlord to be standard; (iii) janitorial service to the Premises on weekdays
   other than holidays for Building-standard installations (Landlord reserves
   the right to bill Tenant separately for extra janitorial service required for
   non-standard installations) and such window washing as may from time to time
   in Landlord's judgment be reasonably required; (iv) elevators for ingress and
   egress to the floor on which the Premises are located, in common with other
   tenants, provided that Landlord may reasonably limit the number of elevators
   to be in operation at times other than during customary business hours and on
   holidays; (v) replacement of Building-standard light bulbs


<PAGE>   7



   and fluorescent tubes, provided that Landlord's standard charge for such
   bulbs and tubes shall be paid by Tenant; and (vi) electrical current during
   normal business hours other than for special lighting, equipment that
   requires more than 110 volts, or other equipment whose electrical energy
   consumption exceeds normal office usage. Landlord shall maintain the common
   areas of the Building in reasonably good order and condition, except for
   damage occasioned by Tenant, or its employees, agents or invitees. If
   Tenant desires any of the services specified in this Section 7.a at any
   time other than times herein designated, such services shall be supplied to
   Tenant upon the written request of Tenant delivered to Landlord before 3:00
   p.m. on the business day preceding such extra usage, and Tenant shall pay
   to Landlord the reasonable cost of such services within ten days after
   Landlord has delivered to Tenant an invoice therefor.

         b. Excess Utility Use. Landlord shall use reasonable efforts to furnish
   electrical current for computers, electronic data processing equipment,
   special lighting, equipment that requires more than 110 volts, or other
   equipment whose electrical energy consumption exceeds normal office usage
   through the then-existing feeders and risers serving the Building and the
   Premises, and Tenant shall pay to Landlord the cost of such service within
   ten days after Landlord has delivered to Tenant an invoice therefor. Landlord
   may determine the amount of such additional consumption and potential
   consumption by a separate meter in the Premises installed, maintained, and
   read by Landlord, at Tenant's expense. Tenant shall not install any
   electrical equipment requiring special wiring or requiring voltage in excess
   of 110 volts or otherwise exceeding Building capacity unless approved in
   advance by Landlord, which consent shall not be unreasonably withheld or
   delayed. The use of electricity in the Premises shall not exceed the capacity
   of existing feeders and risers to or wiring in the Premises. Any risers or
   wiring required to meet Tenant's excess electrical requirements shall, upon
   Tenant's written request, be installed by Landlord, at Tenant's cost, if, in
   Landlord's sole and absolute judgment, the same are necessary and shall not
   cause permanent damage or injury to the Building or the Premises, cause or
   create a dangerous or hazardous condition, entail excessive or unreasonable
   alterations, repairs, or expenses, or interfere with or disturb other tenants
   of the Building. If Tenant uses machines or equipment (other than general
   office machines, excluding computers and electronic data processing
   equipment) in the Premises which affect the temperature otherwise maintained
   by the air conditioning system or otherwise overload any utility, Landlord
   may install supplemental air conditioning units or other supplemental
   equipment in the Premises, and the reasonable cost thereof, including the
   cost of installation, operation, use, and maintenance, shall be paid by
   Tenant to Landlord within ten days after Landlord has delivered to Tenant an
   invoice therefor.

         c. Discontinuance. Landlord's obligation to furnish services under
   Section 7.a shall be subject to the rules and regulations of the supplier of
   such services and governmental rules and regulations. If required by law or
   the supplier of a service, Landlord may, upon not less than 30-days' prior
   written notice to Tenant, discontinue any such service to the Premises,
   provided Landlord first arranges for a direct connection thereof through the
   supplier of such service. Tenant shall, however, be responsible for
   contracting with the supplier of such service and for paying all deposits
   for, and costs relating to, such service.


<PAGE>   8



         d. Restoration of Services; Abatement. Landlord shall use reasonable
   efforts to restore any service that becomes unavailable; however, such
   unavailability shall not render Landlord liable for any damages caused
   thereby, be a constructive eviction of Tenant, constitute a breach of any
   implied warranty, or, except as provided below, entitle Tenant to any
   abatement of Tenant's obligations hereunder. However, if Tenant is prevented
   from making reasonable use of the Premises for more than 15 consecutive days
   because of the unavailability of any such service, Tenant shall, as its
   exclusive remedy therefor, be entitled to a reasonable abatement of Rent for
   each consecutive day (after such 15 day period) that Tenant is so prevented
   from making reasonable use of the Premises. In the event (i) such
   unavailability of services (A) was not the result of a casualty described in
   Section 15 of this Lease, (B) was not caused in whole or in part by Tenant or
   Tenant's agents, employees or contractors, and (C) Tenant is prevented from
   making reasonable use of the Premises, (ii) the curing of such unavailability
   of services is within the reasonable control of Landlord, and (iii) such
   unavailablity of services shall not be cured within sixty (60) days following
   the occurrence of such event, Tenant shall have the right to terminate this
   Lease by delivering to Landlord written notice of such termination prior to
   the restoration of such services.

IMPROVEMENTS;
ALTERATIONS;
REPAIRS;
MAINTENANCE          

         8. a. Improvements; Alterations. Improvements to the Premises shall be
   installed at the expense of Tenant only in accordance with plans and
   specifications which have been previously submitted to and approved in
   writing by Landlord, which approval shall not be unreasonably withheld or
   delayed. After the initial Tenant improvements are made, no alterations or
   physical additions in or to the Premises may be made without Landlord's prior
   written consent. Landlord agrees not to unreasonably withhold or delay its
   consent with respect to non-structural alterations which do not affect the
   Building systems and are not visible from the exterior of the Premises.
   Tenant shall not paint or install lighting or decorations, signs, window or
   door lettering, or advertising media of any type on or about the Premises
   without the prior written consent of Landlord. Landlord agrees not to
   unreasonably withhold or delay its consent with respect to such items that
   are not visible from the exterior of the Premises. All alterations,
   additions, or improvements (whether temporary or permanent in character, and
   including without limitation all air-conditioning equipment and all other
   equipment that is in any manner connected to the Building's plumbing system)
   made in or upon the Premises, either by Landlord or Tenant, shall be
   Landlord's property at the end of the Term and shall remain on the Premises
   without compensation to Tenant. Approval by Landlord of any of Tenant's
   drawings and plans and specifications prepared in connection with any
   improvements in the Premises shall not constitute a representation or
   warranty of Landlord as to the adequacy or sufficiency of such drawings,
   plans and specifications, or the improvements to which they relate, for any
   use, purpose, or condition, but such approval shall merely be the consent of
   Landlord as required hereunder. Notwithstanding anything in this Lease to the
   contrary, with respect to the Premises Tenant shall be responsible for
   complying with the Americans with Disabilities Act of 1990, and all rules,
   regulations, and guidelines promulgated thereunder, as the same may be
   amended from time to time (collectively, the "ADA"). Landlord shall be
   responsible for complying with the ADA with respect to the common areas of
   the Building.


<PAGE>   9



         b. Repairs; Maintenance. Tenant shall maintain the Premises in a clean,
   safe, operable, attractive condition, and shall not permit or allow to remain
   any waste or damage to any portion of the Premises. Tenant shall repair or
   replace, subject to Landlord's direction and supervision, any damage to the
   Building caused by Tenant or Tenant's agents, contractors, or invitees. If
   Tenant fails to make such repairs or replacements within 15 days after the
   occurrence of such damage, then Landlord may make the same at Tenant's cost.
   In lieu of having Tenant repair any such damage outside of the Premises,
   Landlord may repair such damage at Tenant's cost. The reasonable cost of any
   repair or replacement work performed by Landlord under this Section 8 shall
   be paid by Tenant to Landlord within ten days after Landlord has delivered to
   Tenant an invoice therefor.

         c. Performance of Work. All work described in this Section 8 shall be
   performed only by Landlord or by contractors and subcontractors approved in
   writing by Landlord, which approval shall not be unreasonably withheld or
   delayed. Tenant shall cause all contractors and subcontractors to procure and
   maintain insurance coverage against such risks, in such amounts, and with
   such companies as Landlord may reasonably require, and to procure payment and
   performance bonds reasonably satisfactory to Landlord covering the cost of
   the work. All such work shall be performed in accordance with all legal
   requirements and in a good and workmanlike manner so as not to damage the
   Premises, the primary structure or structural qualities of the Building, or
   plumbing, electrical lines, or other utility transmission facility. All such
   work which may affect the HVAC, electrical system, or plumbing must be
   approved by the Building's engineer of record, which approval shall not be
   unreasonably withheld or delayed.

         d. Mechanic's Liens. Tenant shall not permit any mechanic's liens to be
   filed against the Premises or the Building for any work performed, materials
   furnished, or obligation incurred by or at the request of Tenant. If such a
   lien is filed, then Tenant shall, within ten days after Landlord has
   delivered notice of the filing to Tenant, either pay the amount of the lien
   or diligently contest such lien and deliver to Landlord a bond or other
   security reasonably satisfactory to Landlord. If Tenant fails to timely take
   either such action, then Landlord may pay the lien claim without inquiry as
   to the validity thereof, and any amounts so paid, including reasonable
   expenses and interest, shall be paid by Tenant to Landlord within ten days
   after Landlord has delivered to Tenant an invoice therefor.

USE            

         9. Tenant shall continuously occupy and use the Premises only for the
   Permitted Use and shall comply with all laws, orders, rules, and regulations
   relating to the use, condition, and occupancy of the Premises. The Premises
   shall not be used for any use which is disreputable or creates extraordinary
   fire hazards or results in an increased rate of insurance on the Building or
   its contents or the storage of any hazardous materials or substances. If,
   because of Tenant's acts, the rate of insurance on the Building or its
   contents increases, then Tenant shall pay to Landlord the amount of such
   increase on demand, and acceptance of such payment shall not constitute a
   waiver of any of Landlord's other rights. Tenant shall conduct its business
   and control its agents, employees, and invitees in such a manner as not to
   create any nuisance or interfere with other tenants or Landlord in its
   management of the Building.


<PAGE>   10



ASSIGNMENT AND
SUBLETTING           

         10. a. Transfers; Consent. Tenant shall not, without the prior written
   consent of Landlord (which consent shall not be unreasonably withheld or
   delayed), (i) advertise that any portion of the Premises is available for
   lease, (ii) assign, transfer, or encumber this Lease or any estate or
   interest herein, whether directly or by operation of law, (iii) permit any
   other entity to become Tenant hereunder by merger, consolidation, or other
   reorganization, (iv) if Tenant is an entity other than a corporation whose
   stock is publicly traded, permit the transfer of an ownership interest in
   Tenant so as to result in a change in the current control of Tenant, (v)
   sublet any portion of the Premises, (vi) grant any license, concession, or
   other right of occupancy of any portion of the Premises, or (vii) permit the
   use of the Premises by any parties other than Tenant (any of the events
   listed in clauses (ii) through (vii) being a "Transfer"). If Tenant requests
   Landlord's consent to a Transfer, then Tenant shall provide Landlord with a
   written description of all terms and conditions of the proposed Transfer,
   copies of the proposed documentation, and the following information about the
   proposed transferee: name and address; reasonably satisfactory information
   about its business and business history; its proposed use of the Premises;
   banking, financial, and other credit information; and general references
   sufficient to enable Landlord to determine the proposed transferee's
   creditworthiness and character. Tenant shall reimburse Landlord for its
   reasnable attorneys' fees and other expenses incurred in connection with
   considering any request for its consent to a Transfer. Landlord shall have a
   period of seven (7) calendar days following receipt of such notice within
   which to notify Tenant in writing that Landlord either agrees to such
   transfer or the basis for Landlord's decision not to approve of such
   Transfer. If Landlord consents to a proposed Transfer, then the proposed
   transferee shall deliver to Landlord a written agreement whereby it expressly
   assumes the Tenant's obligations hereunder; however, any transferee of less
   than all of the space in the Premises shall be liable only for obligations
   under this Lease that are properly allocable to the space subject to the
   Transfer, and only to the extent of the rent it has agreed to pay Tenant
   therefor. Landlord's consent to a Transfer shall not release Tenant from
   performing its obligations under this Lease, but rather Tenant and its
   transferee shall be jointly and severally liable therefor. Landlord's consent
   to any Transfer shall not waive Landlord's rights as to any subsequent
   Transfers. If an Event of Default occurs while the Premises or any part
   thereof are subject to a Transfer, then Landlord, in addition to its other
   remedies, may collect directly from such transferee all rents becoming due to
   Tenant and apply such rents against Rent. Tenant authorizes its transferees
   to make payments of rent directly to Landlord upon receipt of notice from
   Landlord to do so.

         b. [Intentionally Deleted.]

         c. Additional Compensation. Tenant shall pay to Landlord, immediately
   upon receipt thereof, 50% of all compensation received by Tenant for a
   Transfer that exceeds the Basic Rental and Tenant's share of Electrical Costs
   and Excess allocable to the portion of the Premises covered thereby.

INSURANCE;
WAIVERS;
SUBROGATION;
INDEMNITY                                     

         11. a. Insurance. Tenant shall at its expense procure and maintain
   throughout the Term the following


<PAGE>   11



   insurance policies: (i) comprehensive general liability insurance in
   amounts of not less than a combined single limit of $5,000,000 (the
   "Initial Liability Insurance Amount") or such other amounts as Landlord may
   from time to time reasonably require, insuring Tenant, Landlord, and
   Landlord's agents against all liability for injury to or death of a person
   or persons or damage to property arising from the use and occupancy of the
   Premises, (ii) contractual liability insurance coverage sufficient to cover
   Tenant's indemnity obligations hereunder, (iii) insurance covering the full
   value of Tenant's property and improvements, and other property (including
   property of others), in the Premises, and (iv) workman's compensation
   insurance, containing a waiver of subrogation endorsement reasonably
   acceptable to Landlord. Tenant's insurance shall provide primary coverage
   to Landlord when any policy issued to Landlord provides duplicate or
   similar coverage, and in such circumstance Landlord's policy will be excess
   over Tenant's policy. Tenant shall furnish certificates of such insurance
   and such other evidence satisfactory to Landlord of the maintenance of all
   insurance coverages required hereunder, and Tenant shall obtain a written
   obligation on the part of each insurance company to notify Landlord at
   least 30 days before cancellation or a material change of any such
   insurance. All such insurance policies shall be in form, and issued by
   companies, reasonably satisfactory to Landlord.

         b. Waiver of Negligence Claims; No Subrogation. Landlord shall not be
   liable to Tenant or those claiming by, through, or under Tenant for any
   injury to or death of any person or persons or the damage to or theft,
   destruction, loss, or loss of use of any property or inconvenience (a "Loss")
   caused by casualty, theft, fire, third parties, or any other matter
   (including Losses arising through repair or alteration of any part of the
   Building, or failure to make repairs, or from any other cause), regardless of
   whether the negligence of any party caused such Loss in whole or in part.
   Landlord and Tenant each waives any claim it might have against the other for
   any damage to or theft, destruction, loss, or loss of use of any property, to
   the extent the same is insured against under any insurance policy that covers
   the Building, the Premises, Landlord's or Tenant's fixtures, personal
   property, leasehold improvements, or business, or, in the case of Tenant's
   waiver, is required to be insured against under the terms hereof, regardless
   of whether the negligence or fault of the other party caused such loss;
   however, Landlord's waiver shall not include any deductible amounts on
   insurance policies carried by Landlord or apply to any coinsurance penalty
   which Landlord might sustain. Each party shall cause its insurance carrier to
   endorse all applicable policies waiving the carrier's rights of recovery
   under subrogation or otherwise against the other party.

         c. Indemnity. Subject to Section 11.b, Tenant shall defend, indemnify,
   and hold harmless Landlord and its agents from and against all claims,
   demands, liabilities, causes of action, suits, judgments, and expenses
   (including reasonable attorneys' fees) for any Loss arising from any
   occurrence on the Premises or from Tenant's failure to perform its
   obligations under this Lease (except to the extent a Loss arises from the
   gross negligence or willful misconduct of Landlord or its agents). This
   indemnity provision shall survive termination or expiration of this Lease.
   Subject to Section 11.b., Landlord shall defend, indemnify, and hold harmless
   Tenant and its officers, directors, employees and agents from and against all
   claims, demands, liabilities, causes of action, suits,


<PAGE>   12



   judgments, and expenses (including reasonable attorneys' fees) for any Loss
   arising from Landlord's or its agents' gross negligence or willful 
   misconduct. This indemnity provision shall survive the termination or 
   expiration of this Lease.

SUBORDINATION
ATTORNMENT;
NOTICE TO
LANDLORD'S
MORTGAGEE            

         12. a. Subordination. This Lease shall be subordinate to any deed of
   trust, mortgage, or other security instrument (a "Mortgage"), or any ground
   lease, master lease, or primary lease (a "Primary Lease"), that now or
   hereafter covers all or any part of the Premises (the mortgagee under any
   Mortgage or the lessor under any Primary Lease is referred to herein as
   "Landlord's Mortgagee").
   
         b. Attornment. Tenant shall attorn to any party succeeding to
   Landlord's interest in the Premises, whether by purchase, foreclosure, deed
   in lieu of foreclosure, power of sale, termination of lease, or otherwise,
   upon such party's request, and shall execute such agreements confirming such
   attornment as such party may reasonably request.

         c. Notice to Landlord's Mortgagee. Tenant shall not seek to enforce any
   remedy it may have for any default on the part of the Landlord without first
   giving written notice by certified mail, return receipt requested, specifying
   the default in reasonable detail, to any Landlord's Mortgagee whose address
   has been given to Tenant, and affording such Landlord's Mortgagee a
   reasonable opportunity to perform Landlord's obligations hereunder.

RULES AND
REGULATIONS          

         13. Tenant shall comply with the rules and regulations of the Building
   which are attached hereto as Exhibit B. Landlord may, from time to time,
   change such rules and regulations for the safety, care, or cleanliness of the
   Building and related facilities, provided that such changes are applicable to
   all tenants of the Building and will not unreasonably interfere with Tenant's
   use of the Premises. Tenant shall be responsible for the compliance with such
   rules and regulations by its employees, agents, and invitees.

CONDEMNATION         

         14. a. Taking - Landlord's and Tenant's Rights. If any part of the
   Building is taken by right of eminent domain or conveyed in lieu thereof (a
   "Taking"), and such Taking prevents Tenant from conducting its business in
   the Premises in a manner reasonably comparable to that conducted immediately
   before such Taking, then Tenant may terminate this Lease as of the date of
   such Taking by giving written notice to Landlord within 60 days after the
   Taking, and Rent shall be apportioned as of the date of such Taking. If
   Tenant does not terminate this Lease, then Rent shall be abated on a
   reasonable basis as to that portion of the Premises rendered untenantable by
   the Taking.

         b. Taking - Landlord's Rights. If any material portion, but less than
   all, of the Building becomes subject to a Taking, or if Landlord is required
   to pay any of the proceeds received for a Taking to Landlord's Mortgagee,
   then this Lease, at the option of Landlord, exercised by written notice to
   Tenant within 30 days after such Taking, shall terminate and Rent shall be
   apportioned as of the date of such Taking. If Landlord does not so terminate


<PAGE>   13



   this Lease, then this Lease will continue, but if any portion of the Premises
   has been taken, Basic Rental shall abate as provided in the last sentence of
   Section 14.a.

         c. Award. If any Taking occurs, then Landlord shall receive the entire
   award or other compensation for the Land, the Building, and other
   improvements taken, and Tenant may separately pursue a claim against the
   condemnor for the value of Tenant's personal property which Tenant is
   entitled to remove under this Lease, moving costs, loss of business, and
   other claims it may have.

FIRE OR OTHER
CASUALTY                    

         15. a. Repair Estimate. If the Premises or the Building are damaged by
   fire or other casualty (a "Casualty"), Landlord shall, within 30 days after
   such Casualty, deliver to Tenant a good faith estimate (the "Damage Notice")
   of the time needed to repair the damage caused by such Casualty.

         b. Landlord's and Tenant's Rights. If a material portion of the
   Premises or the Building is damaged by Casualty such that Tenant is prevented
   from conducting its business in the Premises in a manner reasonably
   comparable to that conducted immediately before such Casualty and Landlord
   estimates that the damage caused thereby cannot be repaired within 135 days
   after the date of the Casualty, then Tenant may terminate this Lease by
   delivering written notice to Landlord of its election to terminate within 30
   days after the Damage Notice has been delivered to Tenant. If Tenant does not
   terminate this Lease, then (subject to Landlord's rights under Section 15.c)
   Landlord shall repair the Building or the Premises, as the case may be, as
   provided below, and Rent for the portion of the Premises rendered
   untenantable by the damage shall be abated on a reasonable basis from the
   date of damage until the completion of the repair, unless Tenant caused such
   damage, in which case, Tenant shall continue to pay Rent without abatement.

         c. Landlord's Rights. If a Casualty damages a material portion of the
   Building, and Landlord makes a good faith determination that restoring the
   Premises would be uneconomical, or if Landlord is required to pay any
   insurance proceeds arising out of the Casualty to Landlord's Mortgagee, then
   Landlord may terminate this Lease by giving written notice of its election to
   terminate within 30 days after the Damage Notice has been delivered to
   Tenant, and Basic Rental hereunder shall be abated as of the date of the
   Casualty.

         d. Repair Obligation. If neither party elects to terminate this Lease
   following a Casualty, then Landlord shall, within a reasonable time after
   such Casualty, commence to repair the Building and the Premises and shall
   proceed with reasonable diligence to restore the Building and Premises to
   substantially the same condition as they existed immediately before such
   Casualty; however, Landlord shall not be required to repair or replace any
   part of the furniture, equipment, fixtures, and other improvements which may
   have been placed by, or at the request of, Tenant or other occupants in the
   Building or the Premises, and Landlord's obligation to repair or restore the
   Building or Premises shall be limited to the extent of the insurance proceeds
   actually received by Landlord for the Casualty in question.

TAXES

         16. Tenant shall be liable for all taxes levied or assessed against
   personal property, furniture, or fixtures placed by Tenant in the Premises.
   If any taxes for which


<PAGE>   14



   Tenant is liable are levied or assessed against Landlord or Landlord's
   property or if the assessed value of Landlord's property is increased by
   inclusion of such personal property, furniture or fixtures, then Tenant
   shall, within ten (10) days after Landlord has delivered notice of such
   taxes to Tenant, either pay the amount of such taxes or diligently contest
   such taxes and deliver to Landlord a bond or other security reasonably
   satisfactory to Landlord. If Tenant fails to timely take either such
   action, then Landlord may pay such taxes and Tenant shall pay to Landlord,
   upon demand, that part of such taxes for which Tenant is primarily liable
   hereunder.

EVENTS OF DEFAULT           

         17. Each of the following occurrences shall constitute an "Event of
   Default":

         a. Tenant's failure to pay Rent, or any other sums due from Tenant to
   Landlord under the Lease (or any other lease executed by Tenant for space in
   the Building), upon the expiration of a period of ten (10) days following
   written notice to Tenant of such failure; provided, however, that Landlord
   shall not be required to send such written notice to Tenant more than twice
   in any one calendar year and after such two (2) written notices, Landlord
   shall have no obligation to give Tenant written notice of any subsequent
   default during the remainder of such calendar year and Tenant's failure or
   refusal to timely pay Rent or other sums hereunder when due during the
   remainder of such calendar year shall constitute an Event of Default;

         b. Tenant's failure to perform, comply with, or observe any other
   agreement or obligation of Tenant under this Lease (or any other lease
   executed by Tenant for space in the Building) within 10 days following
   written notice thereof to Tenant; provided, however, that in the event
   Tenant's failure to perform, comply with, or observe any other agreement or
   obligation of Tenant under this Lease cannot reasonably be cured within ten
   (10) days following written notice to Tenant, Tenant shall not be in default
   if Tenant commences to cure same within the ten (10) day period and
   thereafter diligently prosecutes the curing thereof;

         c. The filing of a petition by or against Tenant (the term "Tenant"
   shall include, for the purpose of this Section 17.c, any guarantor of the
   Tenant's obligations hereunder) (i) in any bankruptcy or other insolvency
   proceeding; (ii) seeking any relief under any state or federal debtor relief
   law; (iii) for the appointment of a liquidator or receiver for all or
   substantially all of Tenant's property or for Tenant's interest in this
   Lease; or (iv) for the reorganization or modification of Tenant's capital
   structure, which petition remains undischarged for a period of sixty (60)
   days;

         d. Tenant shall desert or vacate any portion of the Premises for a
   continuous period in excess of seven (7) days following written notice to
   Tenant; provided, however, that such desertion or vacation shall not be a
   default pursuant to this Lease so long as (i) Tenant performs all of its
   obligations in accordance with this Lease, and (ii) so long as the Premises
   are left in good condition and repair and in a clean condition which does not
   detract from the appearance of the Building or the Premises; and

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


<PAGE>   15



REMEDIES                    

         18. Upon any Event of Default, Landlord may, in addition to all other
   rights and remedies afforded Landlord hereunder or by law or equity, take any
   of the following actions:

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

         b. Terminate Tenant's right to possession of the Premises without
   terminating this Lease by giving written notice thereof to Tenant, in which
   event Tenant shall pay to Landlord (i) all Rent and other amounts accrued
   hereunder to the date of termination of possession, (ii) all amounts due from
   time to time under Section 19.a., and (iii) all Rent and other sums required
   hereunder to be paid by Tenant during the remainder of the Term, diminished
   by any net sums thereafter received by Landlord through reletting the
   Premises during such period. Landlord shall use reasonable efforts to relet
   the Premises on such terms and conditions as Landlord in its sole discretion
   may determine (including a term different from the Term, rental concessions,
   and alterations to, and improvement of, the Premises); however, Landlord
   shall not be obligated to relet the Premises before leasing other portions of
   the Building. Landlord shall not be liable for, nor shall Tenant's
   obligations hereunder be diminished because of, Landlord's failure to relet
   the Premises or to collect rent due for such reletting. Tenant shall not be
   entitled to the excess of any consideration obtained by reletting over the
   Rent due hereunder. Reentry by Landlord in the Premises shall not affect
   Tenant's obligations hereunder for the unexpired Term; rather, Landlord may,
   from time to time, bring action against Tenant to collect amounts due by
   Tenant, without the necessity of Landlord's waiting until the expiration of
   the Term. Unless Landlord delivers written notice to Tenant expressly stating
   that it has elected to terminate this Lease, all actions taken by Landlord to
   exclude or dispossess Tenant of the Premises shall be deemed to be taken
   under this Section 18.b. If Landlord elects to proceed under this Section
   18.b., it may at any time elect to terminate this Lease under Section 18.a.

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

PAYMENT BY TENANT;
NON-WAIVER 

         19. a. Payment by Tenant. Upon any Event of Default, Tenant shall pay
   to Landlord all reasonable costs incurred by Landlord (including court costs
   and reasonable attorneys' fees and expenses) in (i) obtaining possession of
   the Premises, (ii) removing and storing Tenant's or any other occupant's
   property, (iii) repairing, restoring, altering, remodeling, or otherwise
   putting the Premises into condition acceptable to a new tenant, excluding any
   costs of tenant improvements, tenant moving allowances or tenant finish work,
   (iv) if Tenant is dispossessed of the Premises and this Lease is not
   terminated, reletting all or


<PAGE>   16



   any part of the Premises (including reasonable brokerage commissions, and
   other reasonable costs incidental to such reletting), (v) performing
   Tenant's obligations which Tenant failed to perform, and (vi) enforcing, or
   advising Landlord of, its rights, remedies, and recourses arising out of
   the Event of Default.

         b. No Waiver. Landlord's acceptance of Rent following an Event of
   Default shall not waive Landlord's rights regarding such Event of Default. No
   waiver by Landlord of any violation or breach of any of the terms contained
   herein shall waive Landlord's rights regarding any future violation of such
   term or violation of any other term.

         20. [Intentionally Deleted.]

SURRENDER OF
PREMISES             

         21. No act by Landlord shall be deemed an acceptance of a surrender of
   the Premises, and no agreement to accept a surrender of the Premises shall be
   valid unless the same is made in writing and signed by Landlord. At the
   expiration or termination of this Lease, Tenant shall deliver to Landlord the
   Premises with all improvements located thereon in good repair and condition,
   reasonable wear and tear (and condemnation and fire or other casualty damage
   not caused by Tenant, as to which Sections 14 and 15 shall control) excepted,
   and shall deliver to Landlord all keys to the Premises. Provided that Tenant
   has performed all of its obligations hereunder, Tenant may remove all trade
   fixtures, furniture, and personal property placed in the Premises by Tenant
   (but Tenant shall not remove any such item which was paid for, in whole or in
   part, by Landlord). Additionally, Tenant shall remove such alterations,
   additions, improvements, trade fixtures, equipment, wiring and furniture as
   Landlord may request. Tenant shall repair all damage caused by such removal.
   All items not so removed shall be deemed to have been abandoned by Tenant and
   may be appropriated, sold, stored, destroyed, or otherwise disposed of by
   Landlord without notice to Tenant and without any obligation to account for
   such items. The provisions of this Section 21 shall survive the end of the
   Term.

HOLDING OVER 

         22. If Tenant fails to vacate the Premises at the end of the Term, then
   Tenant shall be a tenant at will and, in addition to all other damages and
   remedies to which Landlord may be entitled for such holding over, Tenant
   shall pay, in addition to the other Rent, a daily Basic Rental equal to the
   greater of (a) 135% of the daily Basic Rental payable during the last month
   of the Term, or (b) the prevailing market rental rate in the Building for
   similar space.

CERTAIN RIGHTS
RESERVED BY
LANDLORD                    

         23. Provided that the exercise of such rights does not unreasonably
   interfere with Tenant's occupancy and quiet enjoyment of the Premises,
   Landlord shall have the following rights:

         a. To make reasonable inspections, repairs, alterations, additions,
   changes, or improvements, whether structural or otherwise, in and about the
   Building, or any part thereof; for such purposes, to enter upon the Premises
   and, during the continuance of any such work, to temporarily close doors,
   entryways, public space, and corridors in the Building; to interrupt or
   temporarily suspend Building services and facilities; and to change the
   arrangement and location of entrances or passageways, doors, and doorways,
   corridors, elevators, stairs, restrooms, or other public parts of the
   Building;


<PAGE>   17



         b. To take such reasonable measures as Landlord deems advisable for the
   security of the Building and its occupants, including without limitation
   searching all persons entering or leaving the Building; evacuating the
   Building for cause, suspected cause, or for drill purposes; temporarily
   denying access to the Building; and closing the Building after normal
   business hours and on Saturdays, Sundays, and holidays, subject, however, to
   Tenant's right to enter when the Building is closed after normal business
   hours under such reasonable regulations as Landlord may prescribe from time
   to time which may include by way of example, but not of limitation, that
   persons entering or leaving the Building, whether or not during normal
   business hours, identify themselves to a security officer by registration or
   otherwise and that such persons establish their right to enter or leave the
   Building;

         c. To change the name by which the Building is designated; and

         d. To enter the Premises at all reasonable hours after reasonable prior
   notice (which notice may be oral or written) to show the Premises to
   prospective purchasers, lenders, or tenants.

         24. [Intentionally Deleted.]

MISCELLANEOUS               

         25. a. Landlord Transfer. Landlord may transfer, in whole or in part,
   the Building and any of its rights under this Lease. If Landlord assigns its
   rights under this Lease and the transferee assumes all obligations of
   Landlord hereunder, then Landlord shall thereby be released from any further
   obligations hereunder.

         b. Landlord's Liability. The liability of Landlord to Tenant for any
   default by Landlord under the terms of this Lease shall be limited to
   Tenant's actual direct, but not consequential, damages therefor and shall be
   recoverable from the interest of Landlord in the Building and the Land, and
   Landlord shall not be personally liable for any deficiency. This section
   shall not be deemed to limit or deny any remedies which Tenant may have in
   the event of default by Landlord hereunder which do not involve the personal
   liability of Landlord.

         c. Force Majeure. Other than for Tenant's monetary obligations under
   this Lease and obligations which can be cured by the payment of money (e.g.,
   maintaining insurance), whenever a period of time is herein prescribed for
   action to be taken by either party hereto, such party shall not be liable or
   responsible for, and there shall be excluded from the computation for any
   such period of time, any delays due to strikes, riots, acts of God, shortages
   of labor or materials, war, governmental laws, regulations, or restrictions,
   or any other causes of any kind whatsoever which are beyond the control of
   such party.

         d. Brokerage. Except for Crawford & Co. and Trammell Crow Dallas/Ft.
   Worth, Inc., who shall be paid by Landlord pursuant to separate agreements,
   Landlord and Tenant each warrant to the other that it has not dealt with any
   broker or agent in connection with the negotiation or execution of this
   Lease. Tenant and Landlord shall each indemnify the other against all
   reasonable costs, expenses, attorneys' fees, and other liability for
   commissions or other compensation claimed by any broker or agent claiming the
   same by, through, or under the indemnifying party.


<PAGE>   18



         e. Estoppel Certificates. From time to time, Tenant shall furnish to
   any party designated by Landlord, within ten days after Landlord has made a
   request therefor, a certificate signed by Tenant confirming and containing
   such factual certifications and representations as to this Lease as Landlord
   may reasonably request.

         f. Notices. All notices and other communications given pursuant to this
   Lease shall be in writing and shall be (i) mailed by first class, United
   States Mail, postage prepaid, certified, with return receipt requested, and
   addressed to the parties hereto at the address specified in the Basic Lease
   Information, (ii) hand delivered to the intended address, or (iii) sent by
   prepaid telegram, cable, facsimile transmission, or telex followed by a
   confirmatory letter. Notice sent by certified mail, postage prepaid, shall be
   effective three business days after being deposited in the United States
   Mail; all other notices shall be effective upon delivery to the address of
   the addressee. The parties hereto may change their addresses by giving notice
   thereof to the other in conformity with this provision.

         g. Separability. If any clause or provision of this Lease is illegal,
   invalid, or unenforceable under present or future laws, then the remainder of
   this Lease shall not be affected thereby and in lieu of such clause or
   provision, there shall be added as a part of this Lease a clause or provision
   as similar in terms to such illegal, invalid, or unenforceable clause or
   provision as may be possible and be legal, valid, and enforceable.

         h. Amendments; and Binding Effect. This Lease may not be amended except
   by instrument in writing signed by Landlord and Tenant. No provision of this
   Lease shall be deemed to have been waived by Landlord unless such waiver is
   in writing signed by Landlord, and no custom or practice which may evolve
   between the parties in the administration of the terms hereof shall waive or
   diminish the right of Landlord to insist upon the performance by Tenant in
   strict accordance with the terms hereof. The terms and conditions contained
   in this Lease shall inure to the benefit of and be binding upon the parties
   hereto, and upon their respective successors in interest and legal
   representatives, except as otherwise herein expressly provided. This Lease is
   for the sole benefit of Landlord and Tenant, and, other than Landlord's
   Mortgagee, no third party shall be deemed a third party beneficiary hereof.

         i. Quiet Enjoyment. Provided Tenant has performed all of the terms and
   conditions of this Lease to be performed by Tenant, Tenant shall peaceably
   and quietly hold and enjoy the Premises for the Term, without hindrance from
   Landlord or any party claiming by, through, or under Landlord, subject to the
   terms and conditions of this Lease.

         j. Joint and Several Liability. If there is more than one Tenant, then
   the obligations hereunder imposed upon Tenant shall be joint and several. If
   there is a guarantor of Tenant's obligations hereunder, then the obligations
   hereunder imposed upon Tenant shall be the joint and several obligations of
   Tenant and such guarantor, and Landlord need not first proceed against Tenant
   before proceeding against such guarantor nor shall any such guarantor be
   released from its guaranty for any reason whatsoever.

         k. Captions. The captions contained in this Lease are for convenience
   of reference only, and do not limit or enlarge the terms and conditions of
   this Lease.


<PAGE>   19



         l. No Merger. There shall be no merger of the leasehold estate hereby
   created with the fee estate in the Premises or any part thereof if the same
   person acquires or holds, directly or indirectly, this Lease or any interest
   in this Lease and the fee estate in the leasehold Premises or any interest in
   such fee estate.

         m. No Offer. The submission of this Lease to Tenant shall not be
   construed as an offer, nor shall Tenant have any rights under this Lease
   unless Landlord executes a copy of this Lease and delivers it to Tenant.

         n. Tax Protest. Except for taxes set forth in Section 16, Tenant has no
   right to protest the real estate tax rate assessed against the Project and/or
   the appraised value of the Project determined by any appraisal review board
   or other taxing entity with authority to determine tax rates and/or appraised
   values (each a "Taxing Authority"). Tenant hereby knowingly, voluntarily and
   intentionally waives and releases any right, whether created by law or
   otherwise, to (a) file or otherwise protest before any Taxing Authority any
   such rate or value determination even though Landlord may elect not to file
   any such protest; (b) receive, or otherwise require Landlord to deliver, a
   copy of any reappraisal notice received by Landlord from any Taxing
   Authority; and (c) appeal any order of a Taxing Authority which determines
   any such protest. The foregoing waiver and release covers and includes any
   and all rights, remedies and recourse of Tenant, now or at any time
   hereafter, under Section 41.413 and Section 42.015 of the Texas Tax Code (as
   currently enacted or hereafter modified) together with any other or further
   laws, rules or regulations covering the subject matter thereof. Tenant
   acknowledges and agrees that the foregoing waiver and release was bargained
   for by Landlord and Landlord would not have agreed to enter into this Lease
   in the absence of this waiver and release. If, notwithstanding any such
   waiver and release, Tenant files or otherwise appeals any such protest, then
   Tenant will be in default under this Lease and, in addition to Landlord's
   other rights and remedies, Tenant must pay or otherwise reimburse Landlord
   for all reasonable costs, charges and expenses incurred by, or otherwise
   asserted against, Landlord as a result of any tax protest or appeal by
   Tenant, including, reasonable appraisal costs, tax consultant charges and
   attorneys' fees (collectively, the "Tax Protest Costs"). If, as a result of
   Tenant's tax protest or appeal, the appraised value for the Project is
   increased above that previously determined by the Taxing Authority (such
   increase, the "Value Increase") for the year covered by such tax protest or
   appeal (such year, the "Protest Year"), then Tenant must pay Landlord, in
   addition to all Tax Protest Costs, an amount (the "Additional Taxes") equal
   to the sum of the following: (i) the product of the Value Increase multiplied
   by the tax rate in effect for the Protest Year; plus (ii) the amount of
   additional taxes payable during the five (5) year period following the
   Protest Year, such amount to be calculated based upon the Value Increase
   multiplied by the tax rate estimated to be in effect for each year during
   such five (5) year period. Tenant must pay all Additional Taxes - even those
   in excess of Tenant's proportionate share and which may relate to years
   beyond the term of this Lease. The Additional Taxes will be conclusively
   determined by a tax consultant selected by Landlord, without regard to
   whether and to what extent Landlord may be able in years following the
   Protest Year to reduce or otherwise eliminate any Value Increase. All Tax
   Protest Costs and Additional Taxes must be paid by Tenant within five (5)
   days following written demand by Landlord.


<PAGE>   20



         o. Exhibits. All exhibits and attachments attached hereto are
   incorporated herein by this reference.

                       Exhibit A - Outline of Premises
                       Exhibit B - Building Rules and Regulations
                       Exhibit C - Operating Expense Escalator
                       Exhibit D - Tenant Finish Work: Allowance
                       Exhibit E - Parking
                       Exhibit F - Extension Option 
                       Exhibit G - Tenant's Preferential Right to
                                             Lease
                       Exhibit H - Areas A and B

         p. Entire Agreement. This Lease constitutes the entire agreement
   between Landlord and Tenant regarding the subject matter hereof and
   supersedes all oral statements and prior writings relating thereto. Except
   for those set forth in this Lease, no representations, warranties, or
   agreements have been made by Landlord or Tenant to the other with respect to
   this Lease or the obligations of Landlord or Tenant in connection therewith.

SPECIAL PROVISIONS          

         26. a. Moving Allowance. Landlord shall pay to Tenant a moving
   allowance equal to those costs and expenses which are actually incurred by
   Tenant if such costs and expenses are due and payable to third parties and
   are necessary to effectuate Tenant's relocation to the Premises; provided,
   however, that Landlord shall not be obligated to pay an amount in excess of
   the product of (i) the number of rentable square feet in the Premises
   multiplied by (ii) $3.00. Such allowance shall be due and payable 30 days
   after Tenant's delivery to Landlord of the paid invoices evidencing such
   expense. In the event the moving expenses do not exceed the moving allowance,
   Tenant may use such excess moving allowance to pay for the costs of
   constructing the Work (as defined in Exhibit D hereof).

         b. Lobby Improvements. Landlord shall re-paint and re-carpet the
   elevator lobby on the 36th floor of the Building with matching paint and
   carpet which Tenant selects with respect to the Premises, provided that
   Landlord determines, in its sole discretion, that such paint and carpet
   selected by Tenant is appropriate for a class A office building multi-tenant
   elevator lobby.

         c. Refurbishment Allowance. Provided there is then no uncured Event of
   Default, upon the expiration of the seventh year of the Term of the Lease,
   Landlord shall provide Tenant with a refurbishment allowance (the
   "Refurbishment Allowance") in an amount equal to the product of $5.00
   multiplied by the number of rentable square feet of area then in the
   Premises, to improve and refurbish the Premises pursuant to plans and
   specifications approved by Landlord and Tenant and such refurbishment work to
   be performed by contractors approved by Landlord and Tenant. The
   Refurbishment Allowance shall not be disbursed to Tenant in cash, but shall
   be paid by Landlord if, as, and when such costs are actually incurred.

   EXCEPT AS EXPRESLLY SET FORTH TO THE CONTRARY IN THIS LEASE, LANDLORD AND
   TENANT EXPRESSLY DISCLAIM ANY IMPLIED WARRANTY THAT THE PREMISES ARE
   SUITABLE FOR TENANT'S INTENDED COMMERCIAL PURPOSE, AND TENANT'S OBLIGATION
   TO PAY RENT HEREUNDER IS NOT DEPENDENT UPON THE CONDITION OF THE PREMISES
   OR THE PERFORMANCE BY LANDLORD OF ITS OBLIGATIONS HEREUNDER, AND, EXCEPT AS
   OTHERWISE EXPRESSLY PROVIDED HEREIN, TENANT SHALL CONTINUE TO PAY THE RENT,
   WITHOUT ABATEMENT, SETOFF, DEDUCTION, NOTWITHSTANDING ANY BREACH BY
   LANDLORD OF ITS DUTIES OR OBLIGATIONS HEREUNDER, WHETHER EXPRESS OR
   IMPLIED.



<PAGE>   21



        DATED as of the date first above written.

<TABLE>
<CAPTION>
LANDLORD:                                           TENANT:
--------                                            ------
<S>                                                 <C>
THE EQUITABLE-NISSEI DALLAS COMPANY,                FIBREBOARD CORPORATION,
a joint venture                                     a Delaware corporation

By:     The Equitable Life Assurance                By:_________________________
        Society of the United States,               Name:_______________________
        a New York corporation,                     Title:______________________
        its Managing Venturer



        By:___________________________
        Name:_________________________
        Title:________________________
</TABLE>