<PAGE>   1
                                                                   EXHIBIT 10.18





                                [CRESCENT LOGO]

                                  Office Lease

                                    Between


                      CRESCENT REAL ESTATE FUNDING I, L.P.

                                  ("LANDLORD")

                                      and

                            MARCUS & PARTNERS, L.P.

                                   ("TENANT")









<PAGE>   2






                                TABLE OF CONTENTS

PARAGRAPHS:

<TABLE>
<CAPTION>
                                                                            Page
<S>                                                                           <C>
1.  BUSINESS POINTS ........................................................ -1-
2.  INTERPRETING THIS LEASE ................................................ -5-
3.  UNDERSTANDING THE PROJECT .............................................. -5-
4.  TERM ................................................................... -6-
5.  PREPARING THE PREMISES ................................................. -6-
6.  RENT AND SECURITY DEPOSIT .............................................. -6-
7.  EXCESS OPERATING EXPENSES .............................................. -7-
8.  LANDLORD SERVICES ......................................................-10-
9.  OCCUPANCY AND CONTROL ..................................................-13-
10. TENANT'S COVENANTS .....................................................-14-
11. REPAIRS, MAINTENANCE AND ALTERATIONS....................................-15-
12. ASSIGNMENT AND SUBLETTING BY TENANT ....................................-17-
13. INDEMNITY ..............................................................-18-
14. INSURANCE ..............................................................-20-
15. FIRE OR CASUALTY .......................................................-22-
16. CONDEMNATION ...........................................................-22-
17. DEFAULTS AND REMEDIES ..................................................-22-
18. END OF TERM ............................................................-25-
19. NOTICES ................................................................-26-
20. LANDLORD'S FINANCING ...................................................-26-
21. RIGHTS RESERVED BY LANDLORD ............................................-27-
22. HAZARDOUS MATERIALS ....................................................-28-
23. LANDLORD'S INTEREST ....................................................-29-
24. EXECUTION AND SIGNING AUTHORITY ........................................-29-
25. QUIET ENJOYMENT ........................................................-29-
</TABLE>


EXHIBITS & RIDERS:
EXHIBIT "A"                LEGAL DESCRIPTION OF THE PROJECT
EXHIBIT "B"                FLOOR PLAN OF PREMISES
EXHIBIT "C"                CONSTRUCTION AGREEMENT
EXHIBIT "D"                CERTIFICATE OF ACCEPTANCE OF PREMISES
EXHIBIT "E"                RULES AND REGULATIONS
EXHIBIT "F-1"              LIABILITY INSURANCE CERTIFICATE
EXHIBIT "F-2"              PROPERTY INSURANCE CERTIFICATE
EXHIBIT "F-3"              BUSINESS INTERRUPTION INSURANCE WAIVER
RIDER 1                    OPTION TO EXTEND
RIDER 3                    PREFERENTIAL RIGHT TO LEASE





                                      -i-
<PAGE>   3



                                  OFFICE LEASE

         FOR GOOD AND VALUABLE CONSIDERATION, the receipt and sufficiency of
which are acknowledged, the Landlord named below leases to the Tenant named
below, and Tenant leases from Landlord, the Premises described below pursuant to
this Office Lease (this "LEASE") entered into effective as of the Date of Lease
specified below:

1.       BUSINESS POINTS. The key business terms used in this Lease are defined
         as follows:

         (a)      "DATE OF LEASE" (for reference purposes only): May 20, 1999.

         (b)      "LANDLORD": CRESCENT REAL ESTATE FUNDING INC. I, L.P.
                              a Delaware limited partnership

         (c)      "TENANT":   MARCUS & PARTNERS, L.P.,
                              a Delaware limited partnership

         (d)      "BUILDING": Office building commonly known as "The
                              Crescent(R)".
                              Street Address: 300 Crescent Court
                              Dallas, Texas 75201
                              RSF of the Building: 1,134,826.

         (e)      "PREMISES": Suite 800, on the 8th floor of the Building,
                              as shown on the floor plan attached as
                              EXHIBIT "B".
                              RSF of the Premises: 7,922.

         (f)      "TERM":     5 years.

         (g)      "ESTIMATED COMMENCEMENT DATE": June 30, 1999.

         (h)      "BASE RENT":

<TABLE>
<CAPTION>
Rental Period            Annual Base Rental Rate/RSF        Monthly Base Rent
-------------------      ---------------------------        -----------------
<S>                      <C>                                <C>
CD to 6/30/00*           $31.00                             $20,465.17
7/1/00 to 6/30/01*       $32.00                             $21,125.33
7/1/01 to 6/30/02*       $33.00                             $21,785.50
7/1/02 to 6/30/03*       $34.00                             $22,445.67
7/1/03* to ED            $35.00                             $23,105.83
</TABLE>







                                      -1-
<PAGE>   4





               CD = Commencement Date (pursuant to PARAGRAPH 4)
               ED = Expiration Date (pursuant to PARAGRAPH 4)
               *  = Provided, however that in the event that the CD occurs
after June 30, 1999, the initial rental period shall be extended to the date
which is 12 months after the last day of the same calendar month in which the
CD falls, and a corresponding change shall be made to the commencement and
expiration dates of the subsequent rental periods so that each rental period is
for a 12 month period. For example, if the CD occurs on 7/3/99, the initial
rental period shall be from CD to 7/31/00 and the subsequent rental periods
shall be from 8/1/00 to 7/31/01, 8/1/01 to 7/31/02, 8/1/02 to 7/31/03 and 8/1/03
to ED. The Certificate of Acceptance of Premises set forth as EXHIBIT "D" shall
reflect the actual CD, ED and Rental Periods.

         (i)      "SECURITY DEPOSIT": $-0-.

         (j)      "BASE YEAR": Calendar year 1999.

         (k)      "PARKING PERMITS":

                  (i) UNRESERVED PARKING. Tenant shall take and pay for 16
         permits allowing access to unreserved spaces in parking facilities
         which Landlord provides for the use of tenants and occupants of the
         Project. During the initial Term (and, if applicable, during any
         renewal or extension term of this Lease), Tenant shall pay Landlord's
         quoted monthly contract rate (as set from time to time) for each
         unreserved permit, plus any taxes thereon. Notwithstanding anything to
         the contrary contained herein, Tenant may elect not to purchase up to 8
         of its 16 permits; provided, however that in the event Tenant does not
         purchase all of the 16 parking permits, then Tenant relinquishes its
         right to such unpurchased spaces (the "RELINQUISHED SPACES"). In the
         event that Tenant subsequently desires to use all or a portion of the
         Relinquished Spaces, Tenant shall provide 30 days prior written notice
         to Landlord which specifies the number of Relinquished Spaces that
         Tenant desires to purchase ("Tenant's Notice"). Landlord shall allow
         Tenant to purchase such unreserved and/or reserved parking permits
         within 30 days after Tenant's Notice, at Landlord's then-quoted monthly
         contract rate.

                  (ii) RESERVED PARKING. Tenant shall convert 6 unreserved
         permits to reserved permits providing access to the parking facilities
         serving the Building which are owned or controlled by Landlord in the
         following reserved parking spaces: Nos. 286, 352, 353, 354, 357 and
         358. During the initial Term (and, if applicable, during any renewal or
         extension term of the Lease), Tenant shall pay Landlord its quoted
         monthly contract rate (as set from time to time) for such reserved
         permits in the designated garage, plus any taxes thereon.

         (1)      "PERMITTED USE": General office use, subject to PARAGRAPH
                  9(a).










                                      -2-
<PAGE>   5





(m)      ADDRESSES:

LANDLORD'S ADDRESSES FOR NOTICE:        LANDLORDS ADDRESS FOR PAYMENTS:

The Crescent                            P.O. Box 841772
100 Crescent Court, Suite 250           Dallas, Texas 75284-1772
Dallas, Texas 75201
Attn: Property Manager

Telephone:        (214) 880-4500
Facsimile:        (214) 880-4506        TENANT'S ADDRESS PRIOR TO THE
                                        COMMENCEMENT DATE

with a copy to:                         300 Crescent Court, Suite 600
The Crescent                            Dallas, Texas 75201
200 Crescent Court, Suite 250           Attention: Jeffrey A. Marcus
Dallas, Texas 75201                     Telephone:        (214) 777-4100
Attn: John L. Zogg, Jr.                 Facsimile:        (214) 777-4104
Telephone:        (214) 880-4545
Facsimile:        (214) 880-4547
                                        TENANT'S ADDRESS ON AND AFTER
with a copy to:                         THE COMMENCEMENT DATE:

777 Main Street, Suite 2100             The Premises
Fort Worth, Texas 76102                 Attention: Jeffrey A. Marcus
Attn: Legal Department
Telephone:        (817) 321-2100
Facsimile:        (817) 321-2000







                                      -3-
<PAGE>   6




         (n) ADDITIONAL DEFINITIONS: In addition to the key business terms
defined above, an index of the other defined terms used in the text of this
Lease is set forth below, with a cross-reference to the paragraph in this Lease
in which the definition of such term can be found:


<TABLE>
<S>                                                <C>             <C>                                    <C>
ABS..................................................... 8(d)      Landlord's Reletting Expenses...........................17(d)
ADA..................................................... 2(c)      Landlord's Rental Damages...............................17(d)
Alterations.............................................11(c)      Minor Alterations.......................................11(c)
Applicable Law...........................................2(c)      Operating Expenses.......................................7(b)
Beneficiary......................................... 13(a)(i)      Outside Services.........................................8(f)
Building Standard....................................... 2(b)      Permitted Use........................................... 9(a)
Certificates...................................... 14(b)(iii)      Prime Rate............................................. 17(d)
Claims............................................. 13(a)(ii)      Project................................................. 3(a)
Collateral............................................. 17(g)      Project Systems.......................................7(b)(i)
Commencement Date...........................................4      Providers...............................................10(d)
Common Areas.............................................3(b)      Punchlist Items......................................... 5(b)
Construction Agreement...................................5(a)      Relocated Premises..................................... 21(c)
Contamination...........................................22(a)      Relocation Date.........................................21(c)
Control.................................................12(a)      Rent.....................................................6(a)
Default Rate........................................... 17(b)      RSF..................................................... 3(a)
Defend.............................................13(a)(iii)      Rules and Regulations................................... 9(b)
EOE..................................................... 7(a)      Service Areas........................................... 3(b)
Event of Default....................................... 17(a)      Service Interruption.....................................8(e)
Excess Operating Expenses............................... 7(a)      State................................................... 2(c)
Expiration Date.............................................4      Substantial Completion........................... 4(e) of the
Fair Rental Value.......................................17(d)                                             Construction Agreement
Hazardous Materials.....................................22(a)      Tenant Parties.......................................13(a)(i)
Hold Over...............................................18(c)      Tenant's Contribution...................................15(b)
HVAC.................................................... 8(a)      Tenant's FF&E.................................... 14(b)(i)(C)
Indemnify......................................... 13(a)(iii)      Tenant's Insurable Injuries.........................13(a)(ii)
Insurable Injuries.................................. 13(a(ii)      Tenant's Share...........................................7(a)
ISO.................................................13(a)(ii)      Transfer............................................... 12(a)
Land.....................................................3(a)      Waive............................................. 13(a)(iii)
Landlord Parties.....................................13(a)(i)      Work...............................................4(a)of the
Landlord's Contribution.................................15(b)                                             Construction Agreement
Landlord's Mortgagee.......................................20
</TABLE>









                                      -4-
<PAGE>   7


2.       INTERPRETING THIS LEASE.

         (a) USAGE OF CERTAIN WORDS. Bold italicized print in quotations marks,
e.g., "TRANSFER", indicates definition of a term. A defined term includes all
grammatical variations which are also shown with initial capital letters. For
example, the defined word "Transfer" includes "Transferee", "Transferring",
"Transferred", etc., as grammatically appropriate in the text. Cross-references
to other provisions of this Lease are in bold print following the word
"PARAGRAPH". The word "including" shall not be construed restrictively to limit
or exclude other items not listed. Unless the context otherwise requires, the
singular includes the plural and the plural the singular, and the masculine,
feminine and neuter genders are interchangeable. Unless otherwise specified as a
business day, a "day" means a calendar day.

        (b) BUILDING STANDARD. "BUILDING STANDARD" means the type, brand,
quantity or quality of materials, equipment, services, insurance coverages,
methods, scheduling and usages Landlord designates or determines from time to
time to be standard for the Building or the Project.

        (c) APPLICABLE LAW. "APPLICABLE LAW" means all laws, statutes,
ordinances, court rulings, regulations, public or private restrictions and
requirements now or hereafter adopted by any governmental or other authority,
board of fire underwriters, utility company, property association, declarant or
similar body, affecting the Project or this Lease, including Title m of The
Americans with Disabilities Act of 1990, the Accessibility Guidelines for
Buildings and Facilities and any other law pertaining to disabilities and
architectural barriers (collectively, "ADA"). THE VALIDITY, PERFORMANCE AND
ENFORCEMENT OF THIS LEASE ARE GOVERNED BY THE APPLICABLE LAW OF THE STATE OR
OTHER JURISDICTION WHERE THE BUILDING IS LOCATED ("STATE"). ALL OBLIGATIONS
UNDER THIS LEASE ARE PERFORMABLE IN THE COUNTY OR OTHER JURISDICTION IN WHICH
THE BUILDING IS LOCATED, WHICH SHALL BE VENUE FOR ALL LEGAL ACTIONS.

        (d) ENTIRE AGREEMENT. This Lease contains the parties' entire agreement
regarding the subject matter hereof. There are no representations or warranties
between the parties not contained in this Lease. No amendment of this Lease
shall be effective unless in writing and duly signed by the party against whom
enforcement is sought. Any invalidated provision of this Lease shall be severed
from, and shall not impair the validity of, this Lease. The exhibits and riders
attached hereto are incorporated herein and made a part of this Lease for all
purposes.

3.       UNDERSTANDING THE PROJECT.

         (a) PROJECT AND RENTABLE AREA. The "Project" consists of the tract of
land described on EXHIBIT "A" (the "LAND"), the Building and all appurtenant
parking facilities, landscaping, fixtures, Common Areas, service buildings and
related improvements now or hereafter constructed thereon or on land acquired by
Landlord (or its affiliates) and added to the Project from time to time. The
"RSF" is the then-current square footage of rentable area of a given space
calculated using Building Standard methods of measurement.

         (b) COMMON AREAS AND SERVICE AREAS. Landlord grants Tenant a
non-exclusive right to use the Common Areas during the Term for their intended
purposes, in common with others and subject to the provisions of this Lease.
"COMMON AREAS" are all present and future areas, facilities and equipment in
the Project designated by Landlord for the common use of the occupants of the
Building and their customers, employees and invitees, including tunnels,
walkways, sky bridges and driveways, lobbies, landscaped areas, loading areas,
public corridors, public restrooms, stairs and elevators, and drinking
fountains. "SERVICE AREAS" are all present and future areas, facilities and
equipment serving the Project which are not generally accessible to Tenant or
other occupants of the Building, including mechanical, telecommunications,
electrical and similar rooms, roof, risers and HVAC equipment areas.







                                      -5-
<PAGE>   8


4.       TERM. The Term shall commence on the earlier of (a) the date (1)
Substantial Completion of the Work pursuant to the Construction Agreement (if
applicable); and (b) the date Tenant takes possession of [language omitted in
original] the Premises for purposes of conducting business (the "COMMENCEMENT
DATE"), and shall end on the last day of the calendar month in which it would
otherwise expire (the "EXPIRATION DATE"). Landlord shall not be liable or
responsible for Claims made or incurred by Tenant due to any delay in tendering
the Premises. If the Term is extended, the Expiration Date shall be the last day
of the calendar month in which the extended Term would otherwise expire. If the
Lease is terminated prior to the Expiration Date, the effective date of
termination shall become the Expiration Date, except for purposes of PARAGRAPH
17.

5.       PREPARING THE PREMISES.

         (a) CONDITION. Tenant agrees to accept the Premises "as-is". However,
all improvements, if any, shall be constructed in the Premises, and the cost
thereof paid, in accordance with the "CONSTRUCTION AGREEMENT" attached as
EXHIBIT "C" (if applicable). Except as expressly provided in this Lease or the
Construction Agreement, Landlord has not undertaken to perform any alteration or
improvement to the Premises.

         (b) ACCEPTANCE. BY TAKING POSSESSION OF THE PREMISES, AND TO THE
FULLEST EXTENT PROVIDED BY PARAGRAPH 13(f), TENANT WAIVES (i) ANY CLAIMS DUE TO
DEFECTS IN THE PREMISES AND/OR THE PROJECT EXCEPT (A) MINOR FINISH ADJUSTMENTS
IN WORK PERFORMED BY LANDLORD ("PUNCHLIST ITEMS") SPECIFIED IN REASONABLE DETAIL
BY TENANT CONTEMPORANEOUSLY WITH TAKING POSSESSION, AND (B) LATENT DEFECTS IN
LANDLORD'S WORK OF WHICH TENANT NOTIFIES LANDLORD WITHIN (2) DAYS AFTER TAKING
POSSESSION; AND (ii) ALL EXPRESS AND IMPLIED WARRANTIES OF SUITABILITY,
HABITABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE. Except to the extent
otherwise expressly provided in this Lease, Tenant Waives the right to terminate
this Lease due to Punchlist Items or the condition of the Premises, the Building
or the Project. Tenant shall, within 15 days after Landlord's request, execute
and deliver a Certificate of Acceptance of the Premises substantially in the
form attached as EXHIBIT "D".

6.       RENT AND SECURITY DEPOSIT.

         (a) RENT. Beginning on the Commencement Date, Tenant shall pay Landlord
the Base Rent. The term "RENT" includes Base Rent, Excess Operating Expenses and
any and all other sums payable by Tenant under this Lease. All Rent (plus any
applicable taxes thereon) shall be payable to Landlord at the Address for
Payments set forth above, or to such other place or entity as may from time to
time be designated in writing by Landlord, in lawful money of the United States
of America. Tenant shall pay Landlord monthly installments of Base Rent and
Excess Operating Expenses in advance on or before the first day of each calendar
month during the Term, without deduction, setoff or prior request for payment.
Rent for any partial month shall be prorated on a daily basis based on a 365-day
calendar year. Tenant may make Rent payments by electronic transfer in
accordance with Landlord's instructions.

         (b)      SECURITY DEPOSIT. [language omitted in original]


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

         (1)      which is 10 days after

         (2)      270







                                      -6-
<PAGE>   9


7.       EXCESS OPERATING EXPENSES.

         (a) CALCULATION. During the Term, Tenant shall pay Landlord Tenant's
Share of the amount (prorated for any partial calendar year) by which Operating
Expenses for each calendar year exceed Operating Expenses for the Base Year
("EXCESS OPERATING EXPENSES" or "EOE"). "TENANT'S SHARE" is equal to the RSF of
the Premises divided by the RSF of the Building. Operating Expenses are computed
on an accrual basis in accordance with sound accounting principles consistently
applied. If the Building is less than fully occupied or Building Standard
services are not provided to the entire Building during any calendar year
(including the Base Year), all Operating Expenses which vary directly with
occupancy shall be "grossed-up" by Landlord as if the Building had been fully
occupied and Building Standard services had been provided to the entire Building
during such calendar year.

         (b) OPERATING EXPENSES. "OPERATING EXPENSES" are all costs and
expenditures of every kind incurred by Landlord in connection with the
ownership, operation, maintenance, management, repair and protection of the
Project which are directly attributable or reasonably allocable to the Building,
including Landlord's personal property used in connection with the Project and
including all costs and expenditures within the following expense categories:

                  (i) Operation, maintenance, repair and replacements of any
part of the Project, including the mechanical, electrical, plumbing, HVAC,
vertical transportation, fire prevention and warning and security systems
(collectively, "PROJECT SYSTEMS"); materials and supplies (such as light bulbs
and ballasts); equipment and tools; floor, wall and window coverings; personal
property; required or beneficial easements; and related service agreements and
rental expenses.

                  (ii) Administrative and management fees, including accounting,
information and professional services (except for negotiations and disputes with
specific tenants not affecting other parties)(3); management office(s); and
wages, salaries, benefits, reimbursable expenses and taxes (or allocations
thereof) for full and part time personnel involved in operation, maintenance and
management(4).

                  (iii) Janitorial service; window cleaning; waste disposal;
gas, water and sewer charges (including add-ons); and landscaping, including all
applicable tools and supplies.

                  (iv) Property, liability and other insurance coverages carried
by Landlord, including deductibles and an allocation of a portion of the cost of
blanket insurance policies maintained by Landlord and/or its affiliates.

                  (v) Real estate taxes, assessments, business taxes, excises,
association dues, fees, levies, charges and other taxes of every kind and nature
whatsoever, general and special, extraordinary and ordinary, foreseen and
unforeseen, including interest on installment payments, which may be levied or
assessed against or arise in connection with ownership, use, occupancy, rental,
operation or possession, or substituted, in whole or in part, for a tax
previously in existence by any


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


                  (3) , provided that the management fee shall not exceed the
         fees then charged in other buildings of comparable age, size, location
         and amenities in the Dallas area


                  (4) at or below the level of regional property manager and
         regional asset manager







                                      -7-
<PAGE>   10



taxing authority [language omitted in original]. Real estate taxes do not
include(5) Landlord's income, franchise(6) or estate taxes (except to the extent
such excluded taxes are assessed in lieu of taxes included above).


                  (vi) Compliance with Applicable Law, including license, permit
and inspection fees; and all expenses and fees, including(7) attorneys' fees and
court costs, incurred in negotiating or contesting real estate taxes or the
validity and/or applicability of any governmental enactments which may affect
Operating Expenses; provided Landlord shall credit against Operating Expenses
any refunds received from such negotiations or contests to the extent originally
included in Operating Expenses (less Landlord's(8) costs).

                  (vii) Security services, to the extent provided or contracted
for by Landlord.

                  (viii) Goods and services purchased from Landlord's
subsidiaries and affiliates to the extent the cost of same is generally
consistent with rates charged by unaffiliated third parties for similar goods
and services (except no such limitation shall apply in emergencies).

                  (ix) Depreciation (or amortization) of capital expenditures
incurred: (A) to conform with Applicable Law; (B) to provide or maintain
Building Standards; or (C) with the intention of promoting safety or reducing or
controlling increases in Operating Expenses, such as lighting retrofit and
installation of energy management systems. Such expenditures shall be
depreciated or amortized uniformly over a reasonable period of time determined
by Landlord, together with interest on the undepreciated or unamortized balance
at the Prime Rate (as of the date incurred) plus 2%.

         (c) EXCLUSIONS. Operating Expenses exclude costs and expenditures in
the following categories:

                  (i) Leasing commissions, attorneys' fees and other expenses
related to leasing tenant space and constructing improvements for the sole
benefit of an individual tenant.

                  (ii) ABS goods and services furnished to an individual tenant
of the Project which are separately reimbursable directly to Landlord in
addition to EOE.

                  (iii) Repairs required because of casualty or condemnation
damage to the extent of insurance or condemnation proceeds actually received by
Landlord.

                  (iv) Except as provided in PARAGRAPH 7(b)(ix), depreciation,
amortization, interest payments on any encumbrances on the Project and the cost
of capital improvements or additions and replacements.

                  (v) Electrical service costs paid separately pursuant to
PARAGRAPH 7(e).


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


                  (5) (A) any penalties and interest incurred because of the
         delinquency by Landlord in timely paying such taxes (unless such
         penalties and interest are incurred as a result of Tenant's failure to
         timely pay its portion of such taxes or as a result of Landlord's
         contesting such taxes in good faith), and (B)

                  (6) , succession, transfer, gift, corporation, profits

                  (7) reasonable

                  (8) actual








                                      -8-
<PAGE>   11



                  (9) SEE FOOTNOTE BELOW.

         (d) ESTIMATED MONTHLY PAYMENTS. During each calendar year of the Term
after the Base Year, Tenant shall pay Landlord, in advance concurrently with
each monthly payment of Base Rent, 1/12th of Landlord's good-faith estimate of
the EOE to be payable by Tenant for such calendar year. By April 30th of the
next calendar year, or as soon thereafter as practical, Landlord shall furnish
Tenant a statement of actual Operating Expenses for the prior calendar year.
Provided no uncured Event of Default then exists hereunder (and no condition
exists which, with the passage of time or giving of notice, would become an
Event of Default), Landlord shall promptly refund any overpayment to Tenant for
the prior calendar year (10) [language omitted in original]. Likewise, Tenant
shall, within 30 days of Landlord's invoice, pay Landlord any underpayment for
the prior calendar year. The foregoing obligations shall survive the Expiration
Date. Landlord may alter its billing procedures at any time (11), including
adjusting estimated EOE based on actual or expected increases in Operating
Expenses. In no event shall Base Rent be reduced if Operating Expenses for any
calendar year are less than Operating Expenses for the Base Year.

        (e) ELECTRICAL COSTS. In addition to the foregoing, and as a separate
obligation, Tenant shall pay Landlord Tenant's Share, as defined in the second
sentence of PARAGRAPH 7(a), of the following costs incurred by Landlord which
are directly attributable or reasonably allocable to the Building: (i)
electrical services used in the operation, maintenance and use of the Project;
(ii) sales, use, excise and other taxes assessed by governmental authorities on
electrical services supplied to the Project, and (iii) other costs of providing
electrical services to the Project. Tenant shall, with each monthly

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

                  (9)      (f) Costs, penalties and fines incurred due to the
         violation by Landlord of the terms and conditions of any lease
         pertaining to the Building, except such as may be incurred by Landlord
         in contesting in good faith the alleged violation.

                           (g) principal payments on indebtedness secured by
         liens against the Building, or costs of refinancing such indebtedness.

                           (h) Costs of installing any specialty service, such
         as an observatory, broadcasting facility, luncheon club, or athletic or
         recreational club.

                           (i) Interest and penalties due to late payment of any
         amounts owed by Landlord, except such as may be incurred as a result of
         Tenant's failure to timely pay its portion of such amounts or as a
         result of Landlord's contesting such amounts in good faith.

                           (j) Advertising and promotional expenditures incurred
         by Landlord for marketing the Project to prospective tenants.

                           (k) real estate commissions, attorneys' fees, and
         other costs and expenses incurred in connection with the negotiations
         with purchasers or potential purchasers of the Building.

                           (l) Costs, penalties and fines incurred due to the
         violation by Landlord of Applicable Law, except such as may be incurred
         by Landlord in contesting in good faith the alleged violation.


                  (10) ;provided, however, that if Tenant is in monetary default
         hereunder, at Landlord's option such excess shall be applied against
         any amounts Tenant owes to Landlord under this Lease and any remainder
         shall be applied against Rent to become due hereunder

                  (11) upon reasonable written notice to Tenant








                                      -9-
<PAGE>   12





payment of EOE, pay Landlord's monthly estimate of Tenant's Share of such
electrical service costs in the same manner as provided for Operating Expenses
in PARAGRAPH 7(d).

                  (12) See footnote below.


8.      LANDLORD SERVICES.

        (a) BASIC SERVICES. Landlord shall, as an Operating Expense, furnish the
following services to the Premises (to which services Landlord may at any time
and from time to time make reasonable changes): (i) running tap water from the
local utility at the supply points provided for general tenant use (13); (ii)
heating, ventilating and air conditioning ("HVAC") on weekdays between 7:00 a.m.
and 7:00 p.m.; Saturdays between 7:00 a.m. and 1:00 p.m., excluding generally
recognized business holidays; (iii) janitorial service 5 days per week
(excluding holidays); (iv) exterior window washing; (v) non-exclusive passenger
elevators sufficient for ingress and egress to the Premises, subject to proper
authorization and the Rules and Regulations; (vi) routine maintenance of the
Common and Service Areas; and (vii) replacement of Building Standard light
bulbs, tubes and ballasts.(14)

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

                  (12) (f) RIGHT TO AUDIT. Within 60 days (the "AUDIT ELECTION
         PERIOD") after Landlord furnishes its statement of actual Operating
         Expenses for any calendar year (including the Base Year). Tenant may at
         its expense during Landlord's normal business hours, elect to audit
         Landlord's Operating Expenses for such calendar year only, subject to
         the following conditions: (i) the audit shall be prepared by a
         certified public accounting firm of recognized national standing; (ii)
         in no event shall any audit be performed by a firm retained on a
         "contingency fee" basis; (iii) the audit shall commence within 30 days
         after Landlord makes Landlord's books and records available to Tenant's
         auditor and shall conclude within 60 days after commencement; (iv) the
         audit shall be conducted where Landlord maintains its books and records
         and shall not unreasonably interfere with the conduct of Landlord's
         business; (v) Tenant and its accounting firm shall treat any audit in a
         confidential manner and shall each execute Landlord's reasonable
         confidentiality agreement for Landlord's benefit prior to commencing
         the audit; and (vi) the accounting firms' audit report shall, at no
         charge to Landlord, be submitted in draft form for Landlord's review
         and reasonable approval before the final approved audit report is
         delivered to Landlord. This paragraph shall not be construed to limit
         or abate Tenant's obligation to pay Rent when due, including estimated
         EOE. Landlord shall refund any overpayment determined by the approved
         audit against the next sums due and owing by Tenant (so long as Tenant
         is not then in default of any of the terms of this Lease, in which
         event such overpayment shall be applied against any amount Tenant owes
         as a result of such default). Likewise, Tenant shall pay Landlord any
         underpayment determined by the approved audit within 30 days of
         determination. The foregoing obligations shall survive the Expiration
         Date. If Tenant does not give written notice of its election to audit
         Landlord's Operating Expenses during the Audit Election Period,
         Landlord's Operating Expenses for the applicable calendar year shall be
         deemed approved for all purposes, and Tenant shall have no further
         right to review or contest the same. If the approved audit conducted by
         Tenant discloses that Landlord's calculation of EOE for the calendar
         year under inspection was overstated by more that 5%, then, after
         verification, Landlord shall pay Tenant's actual reasonable
         out-of-pocket audit and inspection fees applicable to the review of
         said calendar year statement within 30 days after receipt of Tenant's
         invoice therefor.

                  (13) and at the points of supply existing within the Premises
         as of the Date of Lease

                  (14) The Building shall be maintained and operated
         consistently with comparable office buildings in Dallas, Texas, taking
         into account age, size and other relevant operating factors. Tenant
         shall not be responsible for the payment of any part of the costs
         incurred due to after hours or

                                                                  (continued...)







                                      -10-
<PAGE>   13



         (b)      ELECTRICAL SERVICE.

                  (i) Landlord shall furnish Building Standard electrical
service to the Premises sufficient to operate customary lighting, office
machines and other equipment of similar low electrical consumption. Landlord
may, at any time and from time to time, calculate Tenant's actual electrical
consumption in the Premises either by a survey conducted by a reputable
consultant selected by Landlord, or through separate meters installed,
maintained and read by Landlord, all at Tenant's expense. The cost of ABS
electrical consumption shall be paid by Tenant in accordance with PARAGRAPH
8(d).

                  (ii) Landlord reserves the right to select the provider of
electrical services to the Building and/or the Project. To the fullest extent
permitted by Applicable Law, Landlord shall have the continuing right, upon 30
days written notice, to change such utility provider and install a submeter for
the Premises at Tenant's expense. (15) All charges and expenses incurred by
Landlord due to any such changes in electrical services, including maintenance,
repairs, installation and related costs, shall be included in the electrical
services costs referenced in PARAGRAPH 7(e), unless paid directly by Tenant.

                  (iii) If submetering is installed for the Premises, Landlord
may charge for Tenant's actual electrical consumption monthly in arrears at
commercially reasonable rates determined by Landlord, except as to electricity
directly purchased by Tenant from third party providers. Even if the Premises
are submetered, Tenant shall remain obligated to pay Tenant's Share of the cost
of electrical services as provided in PARAGRAPH 7(e), except that Tenant shall
be entitled to a credit against electrical services costs equal to that portion
of the amounts actually paid by Tenant separately and directly to Landlord which
are attributable to Building Standard electrical services submetered to the
Premises.

         (c) PARKING. Landlord shall provide the Parking Permits described in
PARAGRAPH 1, which shall allow "in-and-out" privileges to the designated parking
facilities areas or areas using parking access cards or permits, as applicable.
No deductions from the monthly charge shall be made for days on which the
parking facilities are not used by Tenant. Landlord shall have the continuing
right to (16) change the designation of such parking facilities or areas.
Tenant, its employees, contractors and invitees, shall at all times comply with
the applicable parking rules issued from time to time. Neither Tenant nor its
employees shall use any parking spaces designated for visitors or (17) other
occupants of the Project. Tenant shall, within 15 days of Landlord's written
request, furnish Landlord a complete list of license plate numbers for



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

                  (14) (...continued)
         extraordinary usage of electricity or the HVAC systems by other
         Building tenants (other than an assignee or sublessee of Tenant).

                  (15) Landlord agrees to review the Approved Construction
         Documents (as defined in Exhibit "C") and inform Tenant of any ABS
         electrical requirements which would cause Landlord to require the
         Premises to be submetered. If Tenant elects to install any Alterations
         during the Term of the Lease, Landlord agrees to likewise inform Tenant
         if the Alterations would cause Landlord to require the Premises to be
         submetered after Tenant furnishes to Landlord complete plans and
         specifications for any proposed Alterations.

                  (16) reasonably

                  (17) reserved for








                                      -11-

<PAGE>   14

all vehicles operated by any Tenant Party. Tenant's sole remedy for any period
during which Tenant's use of any Parking Permit is precluded for any reason
shall be abatement of parking charges for such precluded permits.(18)

         (d) ABS SERVICES. Building Standard services are furnished based upon
Building Standard (i) leasehold improvements; (ii) population density; (iii)
electrical consumption; (iv) electrical design capacity; and (v) hours of
operation (not to exceed 280 hours per month), and any other applicable
qualifications set forth in this Lease. "ABS" means over and above Building
Standard (including related modifications and equipment changes). All requests
for ABS services, whether HVAC, electrical, janitorial or other services, shall
be made in writing and are subject to Landlord's prior written approval, which
may include, as a condition to such approval, the imposition of restrictions or
other requirements by Landlord. Landlord shall install any equipment or other
modifications necessary to furnish any approved ABS services, all at Tenant's
expense (including all related consulting, acquisition, installation and
maintenance costs). Unless otherwise specified in this Lease, Tenant shall,
within 15 days of invoicing, pay the foregoing expenses and Landlord's
then-quoted standard charges for any ABS services furnished to or necessitated
by any Tenant(19) Party Landlord may withhold its consent to any ABS services
or, having previously granted consent, terminate or suspend any ABS services
(and remove any related equipment or modifications at Tenant's expense), if (A)
Landlord determines the provision or continuation of such ABS services is
unnecessary or could damage the Building or Project Systems, create a dangerous
condition, entail unreasonable Alterations or expense, or disturb other tenants
in the Building; or (B) there exists an Event of Default. ABS HVAC shall be
furnished upon Tenant's written request given no later than 12:00 noon of the
preceding business day.

         (e) SERVICE INTERRUPTIONS. Upon interruption of any service furnished
by Landlord under this Lease (a "SERVICE INTERRUPTION") other than a Service
Interruption for scheduled maintenance, tests and inspections, Tenant shall
immediately notify Landlord, in which event Landlord shall use commercially
reasonable efforts to restore such service to the Premises. No Service
Interruption shall (i) constitute a breach by Landlord under this Lease; (ii)
relieve Tenant of any obligation under this Lease (except as provided below); or
(iii) be deemed a constructive eviction of Tenant from the Premises. Commencing
on the(20) 11th consecutive business day of any Service Interruption within
Landlord's control, and except to the extent such Service Interruption is caused
by a Tenant Party, Tenant shall, as its sole remedy, be entitled to an equitable
diminution of Base Rent based upon the pro rata portion of the Premises rendered
unfit for occupancy for the Permitted Use.(21) In the event of any conflict
between this PARAGRAPH 8(e) and the casualty and condemnation provisions of
PARAGRAPHS 15 AND 16, the latter shall control. EXCEPT AS PROVIDED IN THE
PRECEDING SENTENCE, AND TO THE FULLEST EXTENT PROVIDED BY PARAGRAPH 13(f),
TENANT WAIVES ALL CLAIMS AGAINST THE LANDLORD PARTIES ARISING FROM SERVICE
INTERRUPTIONS.

         (F) PROVIDERS OF SPECIAL BUILDING SERVICES. Landlord has advised Tenant
that certain building services, including, without limitation, telecommunication
services, valet parking, concierge services and other tenant-serving retail
services may be offered to tenants of the Building by a concessionaire under
contract with Landlord or by a Tenant under



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

                  (18) Notwithstanding anything to the contrary contained
         herein, Landlord shall use commercially reasonable efforts to provide
         substitute parking for any period during which Tenant's use of any
         Parking Permit is precluded.

                  (19) (which shall not exceed Landlord's actual cost plus
         Landlord's standard administrative charge therefor)

                  (20) 6th

                  (21) Commencing on the 31st consecutive business day of a
         Service Interruption which is beyond the control of Landlord, Tenant
         shall, as its sole remedy, be entitled to an equitable diminution of
         rent based upon the pro rata portion of the Premises which is rendered
         unfit for occupancy for the Permitted Use, except to the extent such
         Service Interruption is caused by a Tenant Party.










                                      -12-
<PAGE>   15


lease with Landlord (collectively, "Provider"). Tenant shall be permitted to
contract with Provider for the provision of any or all of such services on such
terms and conditions as Tenant and Provider may agree. Tenant acknowledges and
agrees that: (i) Landlord has made no warranty or representation to Tenant with
respect to the availability of any such services provided or to be provided by
Provider, or the quality, reliability or suitability thereof; (ii) Provider is
not acting as the agent or representative of Landlord in the provision of such
services, and Landlord shall have no liability or responsibility for any failure
or inadequacy of such services, or any equipment or facilities used in the
furnishing thereof, or any act or omission of Provider or its agents, employees,
representatives, officers or contractors; (iii) Landlord shall have no
responsibility or liability for the repair, maintenance, furnishing, operation
or removal of any such services, equipment or facilities; and (iv) any contract
or other agreement between Tenant and Provider shall be independent of this
Lease, the obligations of Tenant hereunder, and the rights of Landlord
hereunder, and without limiting the foregoing, no default or failure of Provider
with respect to any such services or facilities, or under any contract or
agreement relating thereto, shall have any effect on this Lease or give to
Tenant any offset or defense to the full and timely performance of its
obligations hereunder, or entitle Tenant to any abatement of Basic Rental or
Additional Rental or any other payment required to be made by Tenant hereunder,
or constitute any actual or constructive eviction of Tenant, or otherwise give
rise to any other claim of any nature against Landlord.

         (f) OUTSIDE SERVICES. In no event shall Landlord be required to provide
or arrange for any "OUTSIDE SERVICES", which includes: (i) Premises access
control and other on-Premises security systems; (ii) telephone, data
transmission, television, Internet or other telecommunications services; (iii)
special finish and decor maintenance; (vi) [language omitted in original] (v)
plant rental or maintenance; and (vi) any other services not enumerated in
PARAGRAPHS 8(a), (b) or (c) of this Lease. All providers of Outside Services
("PROVIDERS") shall be required to comply with the Rules and Regulations,
Applicable Law and Landlord's other policies and practices for the Building. At
least [language omitted in original] (22) days before any Provider is scheduled
to begin providing any services enumerated in clauses (i) or (ii) above, and at
least [language omitted in original] (23) days before any Provider is scheduled
to begin providing any services enumerated in clauses (iii) through (vi) above,
Tenant shall deliver information in sufficient detail for Landlord's review and
approval (24) regarding the Provider's identity, financial condition and
capacity to perform the Outside Service and, upon request, any other information
reasonably required by Landlord. TO THE FULLEST EXTENT PROVIDED BY PARAGRAPH
13(f), TENANT WAIVES ALL CLAIMS AGAINST LANDLORD PARTIES FOR [language omitted
in original] ALL CLAIMS ARISING OUT OF THE UNAVAILABILITY OR INTERRUPTION OF OR
DEFECT IN THE OUTSIDE SERVICES.

9.       OCCUPANCY AND CONTROL.

         (a) PERMITTED USES. The Premises shall be used by Tenant (and its
permitted Transferees) solely for the "PERMITTED USE" consistent with Building
Standard services, population density and hours of operation. Except as provided
below, the following uses are expressly prohibited in the Premises: government
offices or agencies; personnel agencies; collection agencies; credit unions;
data processing, telemarketing or reservation centers; medical treatment and
health care; restaurants and other retail; customer service offices of a public
utility company; or any other purpose which would, in Landlord's reasonable
opinion, impair the reputation or quality of the Building, overburden any of the
Project Systems, Common Areas, Service Areas or parking facilities, impair
Landlord's efforts to lease space or otherwise interfere with the operation of
the Project. Notwithstanding the foregoing, the following ancillary uses shall
be permitted in the Premises only so long as they do not, in the aggregate,
occupy more than 10% of the RSF of the Premises or of any single floor
(whichever is less): (i) the following services provided by Tenant exclusively
to its employees: schools, training and other educational services; credit
unions; and similar employee services; and (ii) the following services directly
and exclusively


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

         (22) 30

         (23) 15

         (24) (which approval shall not be unreasonably withheld)






                                      -13-
<PAGE>   16
supporting Tenant's business: telemarketing; reservations; storage; data
processing; debt collection; and similar support services.

     (b) RULES AND REGULATIONS. During the Term, Tenant shall comply with the
"RULES AND REGULATIONS" established by Landlord for the Project, as amended from
time to time. The current Rules and Regulations are attached as EXHIBIT "E".
This Lease shall control in the event of any conflict between this Lease and any
Rules and Regulations.

     (c) SIGNAGE. Tenant shall not, without Landlord's prior written
approval(25), paint, affix, erect, display or distribute any signs,
advertisements or notices upon (or visible from) the exterior of the Premises or
elsewhere in the Project, except for Building Standard tenant identification
information permitted by Landlord in the main building directory or adjacent to
the main entrance to the Premises.

     (d) CONSENTS. Where Landlord's Consent or approval is required in this
Lease, Landlord may withhold such consent or approval in its sole discretion,
except as otherwise specified in the applicable provision. If Tenant requests
Landlord's consent or approval under any provision of this Lease and Landlord
fails or refuses to give such consent or approval, Tenant's sole remedy shall be
an injunction or an action for specific performance.

10.  TENANT'S COVENANTS. Tenant covenants and agrees as follows:

         (a) TENANT'S OPERATIONS. Tenant shall, at its expense, promptly comply
with Applicable Law in its use and occupancy of the Premises (including
construction of any Alterations required by Applicable Law). Tenant shall not do
or permit anything to be done in the Premises which shall(26) [language omitted
in original] (i) obstruct or interfere with the operation of the Project or with
the rights of other tenants of the Project; (ii) injure, disturb or annoy other
tenants of the Project, including the emission of offensive odors, noises or
vibrations; (iii) tend to harm the reputation of Landlord or the Project, (iv)
deceive or defraud the public; or (v) increase Landlord's insurance costs.

     (b) NO RECORDATION OR LIENS. Tenant shall not record this Lease (or a
memorandum thereof). Tenant shall not in any way encumber any interest in the
Premises or the Project, and shall cause any liens(27) arising from acts or
omissions of, or due to a Claim against, a Tenant Party to be promptly
discharged by payment, bonding or otherwise. If Tenant fails to timely discharge
any such lien, Landlord may, without further notice to Tenant, discharge such
lien in any reasonable manner determined by Landlord on Tenant's behalf and at
Tenant's expense, payable within 30 days of Landlord's invoice.

     (c) SECURITY. Tenant shall (i) take reasonable steps to secure the Premises
and the personal property of all Tenant Parties in the Common Areas and parking
facilities of the Project, from unlawful intrusion, theft, fire and other
hazards; (ii) keep and maintain in good working order all ABS security devices
installed in the Premises (such as locks, smoke detectors and burglar alarms),
which shall be integrated with any other Building security systems; and (iii)
cooperate with Landlord and other tenants in the Project on security matters.
Tenant acknowledges that Landlord is not a guarantor of the security or safety
of the Tenant Parties or their property, and that such matters are the
responsibility of Tenant and the local law enforcement authorities.

     (d) TAXES. Tenant shall promptly pay directly to the taxing authority all
sales and/or ad valorem taxes now or hereafter levied by separate bill on
Tenant's personal property and ABS leasehold improvements. Tenant Waives all


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

          (25) (which approval shall not be unreasonably withheld)

          (26) unreasonably

          (27) against the Premises or the Project


                                      -14-
<PAGE>   17


rights under Applicable Law to protest appraised values or receive notice of
reappraisal regarding the Project (including Landlord's personalty),
irrespective of whether Landlord contests same. To the extent such Waiver is
prohibited, Tenant appoints Landlord as Tenant's attorney-in-fact, coupled with
an interest, to appear and take all actions which Tenant would otherwise be
entitled to take under Applicable Law.(28)

     (e) THIRD PARTY COMMISSIONS. Tenant represents and warrants that no broker
or agent has represented Tenant in connection with this Lease except The
Staubach Company, which is acting as Tenant's agent in connection with this
Lease. Tenant shall Indemnify and Defend each Landlord Party against any Claims
for real estate commissions or fees in connection with this Lease made by any
party Claiming through Tenant except for The Staubach Company, which shall be
paid by Landlord pursuant to a separate agreement.

     (f) ESTOPPEL LETTERS AND FINANCIAL STATEMENTS. Within(29) business days
after written request, Tenant shall execute and deliver to Landlord and/or its
designee (i) a current and complete financial statement for Tenant certified as
true and correct by Tenant's chief financial officer, and/or (ii) an estoppel
letter certifying (A) as true and correct, a copy of this Lease and any
amendments; (B) the then-effective business terms under PARAGRAPH 1; (C) whether
Landlord is in default and, if so, the nature of such default; (D) the date to
which Rent has been paid; and (E) any other matters Landlord; Landlord's
Mortgagee or any prospective purchaser may(30) require; provided such statements
are true and accurate. Tenant's failure to timely execute and return the
requested estoppel letter shall be conclusive evidence of the matters set forth
therein.

11.  REPAIRS, MAINTENANCE AND ALTERATIONS.

     (a) LANDLORD'S OBLIGATIONS. Except as otherwise provided in this Lease,
Landlord shall maintain the roof, foundation, exterior windows and surfaces,
load-bearing components of the Building and the Project Systems, the cost of all
of which shall be included in Operating Expenses. In addition, Landlord shall
maintain any wiring, ducts, conduit, plumbing or pipes necessary to extend
services from the existing Project Systems to or within the Premises and shall
repair damage caused by a Tenant Party to the roof, foundation, exterior windows
and surfaces, load-bearing components of the Building and the Project Systems,
the cost of all of which items shall not be included in Operating Expenses, but
shall be paid as a direct, reimbursable expense to Landlord by Tenant within(31)
days of Landlord's invoice.

     (b) TENANT'S OBLIGATIONS. Tenant shall throughout the Term keep the
Premises and all furnishings, trade fixtures, equipment and leasehold
improvements therein in good condition and repair, including all necessary
repairs and replacements, but excluding ordinary wear and tear and damage from
casualty or condemnation. If Tenant fails to do so within 15 days after written
notice, Landlord may make the necessary repairs or replacements, and Tenant
shall reimburse Landlord therefor, plus a 15% administrative fee, within 15 days
of Landlord's invoice. Tenant shall not in any manner


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

          (28) Notwithstanding the foregoing, Landlord agrees to protest the
     appraised value of all or any portion of the Project if so requested by
     Tenant, if Landlord determines, in its reasonable judgment that such
     protest is appropriate.

          (29) 10

          (30) reasonably

          (31) 20



                                      -15-
<PAGE>   18


deface or injure any part of the Project, and shall, upon demand, pay the(32)
(plus 15%) of Landlord's repair and replacement of any damage or injury caused
by any Tenant Party.(33)

     (c) ALTERATIONS. No alterations or improvements to the Premises(34)
(collectively, "ALTERATIONS") shall be made without Landlord's prior written
consent, which shall not be unreasonably withheld. However, in no event shall
(and it shall be reasonable for Landlord to withhold its consent if) any
Alterations (i)(35) interfere with construction in progress or other tenants in
the Project; (ii) adversely affect or alter the Project Systems, structural
integrity or exterior appearance of the Building; (iii) impair Building Standard
services or require ABS services (either during or after such work); (iv) be
visible from the exterior of the Premises or the Building; or (v) be permitted
if any uncured Event of Default then exists (or any condition exists which, with
the passage of time or giving of notice, would become an Event of Default). At
least 15 business days prior to commencing construction, Tenant shall furnish
complete plans and specifications for any proposed Alterations for Landlord's
review and approval. All Alterations shall be constructed at Tenant's expense in
a good and workmanlike manner, and otherwise in compliance with Applicable Law,
the Rules and Regulations, Building Standard construction criteria and
Landlord's other reasonable requirements. Tenant shall also pay a construction
management fee to Landlord equal to(36) of the contract price of all
Alterations. Tenant acknowledges that Landlord is not an architect or engineer,
and that the Alterations will be designed and/or constructed by Landlord using
independent architects, engineers and contractors. Accordingly, Landlord does
not guarantee or warrant that the applicable construction documents will comply
with Applicable Law or be free from errors or omissions, nor that the
Alterations will be free from defects, and Landlord will have no liability
therefor. Upon completion, Tenant shall, at its expense, provide Landlord with
"as built" plans on Landlord's CAD system (or other format(37) requested by
Landlord). So long as Tenant otherwise complies with all provisions of this
Paragraph,(38) [language omitted in original] minor non-structural Alterations
(collectively, "MINOR ALTERATIONS"), the aggregate cost of which does not exceed
[language omitted in original] $10,000 [language omitted in original] in the
Premises in any 12 month period. Minor Alterations may be constructed by Tenant,
so long as Landlord's approved contractors are used, in which event no
construction management fee will be charged.


--------------------
          (32) actual cost thereof

          (33) In no event will Tenant be responsible for any plumbing, pipes,
     electrical wiring, switches, fixtures and equipment located in the Premises
     but serving another tenant of the Building or for portions of the HVAC,
     electrical, mechanical and plumbing systems of the Building not located in
     the Premises. Absent a fire or other casualty. Landlord shall meet all of
     its obligations in order to keep in full force and effect all certificates
     of occupancy for the Building and the parking facility associated
     therewith.

          (34) other than the Work

          (35) unreasonably

          (36) 5%

          (37) reasonably

          (38) Landlord's consent shall not be required for




                                      -16-
<PAGE>   19


12.  ASSIGNMENT AND SUBLETTING BY TENANT.

     (a) TRANSFER. Tenant shall not, without Landlord's prior written consent in
each instance in accordance with PARAGRAPH 12(c), convey, assign or encumber
this Lease or any interest herein, directly or indirectly, voluntarily or by
operation of law, including the merger or conversion of Tenant with or into
another entity, or sublet all or any portion of the Premises, or permit the use
or occupancy of any part of the Premises by anyone other than Tenant
(collectively, "TRANSFER"). If Tenant is other than an individual, any change in
"control" of Tenant shall constitute a Transfer, and the surviving party in
control shall be the Transferee. "CONTROL" means the direct or indirect power to
direct or cause direction of the management and policies of an entity, whether
through ownership of voting securities, by contract or otherwise. Conversely,
Tenant shall not sublease space from, or assume the lease obligations of,
another tenant in the Project without Landlord's prior written consent.
Following any Transfer, Tenant (and any guarantors) shall remain fully liable
under this Lease(39), [language omitted in original] and Landlord may proceed
directly under this Lease against Tenant (or any guarantor) without first
proceeding against any other party. Tenant shall give Landlord written notice of
any proposed Transfer at least(40) days prior to the anticipated effective date
of the proposed Transfer, which notice shall include a complete detailed written
description of the Transfer; the name, address, business and intended use of the
Transferee; a current [language omitted in original] financial statement for the
Transferee certified by a recognized accounting firm; a copy of the proposed
Transfer document; appropriate evidence of the existence, good standing and
signature authority of the Transferee in the State; and such other pertinent
information as Landlord reasonably requests, together with Landlord's(41)
Transfer processing fee. If the proposed Transferee is subject to any new
requirements under Applicable Law (including ADA), (i) Tenant shall be liable
for any costs or expenses to comply with such requirements, and (ii) to the
extent such requirements require Alterations, Tenant shall deliver for
Landlord's approval plans and specifications complying with such additional
requirements and acceptable security assuring timely, lien-free completion of
construction. If the aggregate consideration paid to Tenant for a Transfer
exceeds that payable by Tenant under this Lease (prorated according to the
Transferred interest), then Tenant shall, within 15 days after receipt, pay(42)
such excess to Landlord.

     (b) LANDLORD'S OPTIONS. Within(43) days after receipt of all required
Transfer information, Landlord shall give Tenant written notice of its election
(i) to consent to the Transfer; or (ii) [language omitted in original] (iii) not
to consent to the Transfer, in which event this Lease shall continue in full
force and effect. If Landlord fails to timely make such election, Landlord shall
be deemed to have elected option (iii) above. Any Transfer occurring without
Landlord's consent shall be void and shall constitute an Event of Default
hereunder. In any event, all renewal and expansion options and other
preferential rights under this Lease are personal to the original Tenant under
this Lease and shall not be exercisable by any Transferee. Neither Landlord's
acceptance of any name for listing on the Building directory or other signage,
nor Landlord's acceptance of Rent from any Transferee, shall be deemed, or
substitute for, Landlord's consent to a Transfer.


------------------
          (39) (under the terms and conditions of the Lease as it exists on the
     date of the Transfer)

          (40) 15

          (41) standard

          (42) 50% of

          (43) 15




                                      -17-
<PAGE>   20


     (c) CONSENT. Landlord shall not unreasonably withhold(44) consent to any
Transfer (other than an encumbrance of this Lease) pursuant to PARAGRAPH
12(b)(iii). Landlord shall not be deemed to have unreasonably withheld consent
if: (i) Transferee's financial condition is not reasonably satisfactory to
Landlord or does not evidence Transferee's ability to pay its obligations
(including those undertaken in connection with the Transfer) when due; (ii) the
net worth of Transferee (plus any guarantor) is less than that of Tenant (plus
any guarantor) as of the Date of Lease or the effective date of Transfer,
whichever is greater; (iii) Transferee refuses to provide additional security
required by Landlord as a result of a change in financial creditworthiness or
legal structure, such as increased security deposit, guaranties, etc.; (iv)
Transferee's use of the Premises conflicts with the Permitted Use or any
exclusive usage rights granted to any other tenant in the Building; (v) the use,
nature, business, activities or reputation in the business community of
Transferee (or its principals, employees or invitees) are not acceptable to
Landlord; (vi) either the Transfer or any consideration payable to Landlord in
connection therewith adversely affects the real estate investment trust (or
pension fund) qualification tests applicable to Landlord or its affiliates;
(vii) an uncured Event of Default exists under this Lease (or a condition exists
which, with the passage of time or giving of notice, would become an Event of
Default); (viii) Transferee is an occupant of, or Landlord is otherwise engaged
in(45) lease negotiations with Transferee for, other premises in the Project;
(ix) Transferee is or has been involved in a dispute or litigation with any
Landlord Party; or (x) Transferee fails to execute Landlord's then-standard form
of consent document containing an assumption by Transferee of all obligations of
Tenant under this Lease accruing after the date of Transfer.(46)

13. INDEMNITY.

     (a)  DEFINITIONS.

          (i) Parties. The "TENANT PARTIES" are Tenant and its shareholders,
members, managers, partners, directors, officers, employees, agents,
contractors, sublessees, licensees and invitees. The "LANDLORD PARTIES" are
Landlord, the manager of the Building, Landlord's Mortgagee(s) and any
affiliates or subsidiaries of the foregoing, and all of their respective
officers, directors, employees, shareholders, members, partners, agents and
contractors. A "BENEFICIARY" is the intended recipient of the benefits of
another party's Indemnity, Waiver or obligation to Defend.


------------------
          (44) or delay

          (45) active

          (46) Notwithstanding the foregoing, Landlord shall consent to
     Transfer to an Affiliate (as defined below) unless: (i) Transferee's use
     of the Premises conflicts with the Permitted Use or any exclusive usage
     rights granted to any other tenant in the Building (ii) the use, nature,
     business, activities or reputation in the business community of Transferee
     (or its principals, employees or invitees) are not acceptable to Landlord;
     (iii) either the Transfer or any consideration payable to Landlord in
     connection therewith adversely affects the real estate investment trust (or
     pension fund) qualification tests applicable to Landlord or its affiliates;
     (iv) an uncured Event of Default exists under this Lease (or a condition
     exists which, with the passage of time or giving of notice, would become an
     Event of Default); (v) Transferee is an occupant of, or Landlord is
     otherwise engaged in lease negotiations with Transferee for, other
     premises in the Project; (vi) Transferee is or has been involved in a
     dispute or litigation with any Landlord Party; or (vii) Transferee fails to
     execute Landlord's then-standard form of consent document, which will
     contain, in the event of an assignment, an assumption by Transferee of all
     obligations of Tenant under this Lease accruing after the date of Transfer.
     The term "AFFILIATE" means any person or entity controlling, controlled by
     or under common control with Tenant.





                                      -18-
<PAGE>   21


          (ii) Claims and Injuries. "CLAIMS" means all damages, losses,
injuries, penalties, disbursements, costs, charges, assessments, expenses
(including(47) legal, expert and consulting fees and expenses incurred in
investigating, Defending or prosecuting any allegation, litigation or
proceeding), demands, litigation, settlement payments, causes of action (whether
in tort or contract, in law, at equity or otherwise) or judgments. "INSURABLE
INJURIES" refers to "advertising injury", "bodily injury", "personal injury" and
"property damage" collectively, as such terms are defined in Insurance Services
Office, Inc. ("ISO") form CG 0001 1093 "Commercial General Liability". "TENANT'S
INSURABLE INJURIES" are Insurable Injuries occurring (A) in the Premises or (B)
outside the Premises and caused or suffered by a Tenant Party.

          (iii) Indemnify, Waive and Defend. "INDEMNIFY" means to protect and
hold a party harmless from and against a potential Claim and/or to compensate a
party for a Claim actually incurred. "WAIVE" means to knowingly and voluntarily
relinquish a right and/or to release another party from liability. No Waiver
shall occur unless in a written agreement signed by the party against whom the
Waiver is claimed. No Waiver in one instance shall be deemed a Waiver in another
instance, however similar. No demand for or acceptance of partial payment or
performance shall Waive the underlying obligation or breach unless expressly
agreed in writing. "DEFEND" means to provide a competent legal defense of a
Beneficiary against a Claim with counsel reasonably acceptable (and at no cost)
to the Beneficiary.

     (b) INDEMNITY REGARDING TENANT'S PERFORMANCE. TO THE FULLEST EXTENT
PROVIDED BY PARAGRAPH 13(f), TENANT SHALL INDEMNIFY AND DEFEND THE LANDLORD
PARTIES AGAINST ALL CLAIMS ARISING, OR ALLEGED TO ARISE, FROM THE FOLLOWING: (i)
ANY ACT OR OMISSION OF ANY TENANT PARTY, INCLUDING THE CONDUCT OF TENANT'S
BUSINESS IN THE PREMISES AND ANY INCREASE IN THE PREMIUM FOR ANY INSURANCE
POLICY CARRIED BY LANDLORD RESULTING THEREFROM; OR (ii) ANY MISREPRESENTATION
MADE BY TENANT OR ANY GUARANTOR OF TENANT'S OBLIGATIONS IN CONNECTION WITH THIS
LEASE.

     (c) INDEMNITY REGARDING TENANT'S INSURABLE INJURIES. TO THE FULLEST EXTENT
PROVIDED BY PARAGRAPH 13(f), TENANT SHALL INDEMNIFY AND DEFEND THE LANDLORD
PARTIES AGAINST ALL CLAIMS ARISING, OR ALLEGED TO ARISE, FROM TENANT'S INSURABLE
INJURIES.

     (d) INDEMNITY REGARDING LANDLORD'S INSURABLE INJURIES. TO THE FULLEST
EXTENT PROVIDED BY PARAGRAPH 13(f), BUT SUBJECT TO ANY LIMITATIONS CONTAINED
ELSEWHERE IN THIS LEASE, INCLUDING PARAGRAPH 23, LANDLORD SHALL INDEMNIFY AND
DEFEND THE TENANT PARTIES AGAINST ALL CLAIMS ARISING FROM INSURABLE INJURIES
SUFFERED BY THIRD PARTIES IN THE COMMON AREAS OR SERVICE AREAS TO THE EXTENT
CAUSED, OR ALLEGED TO HAVE BEEN CAUSED, BY THE NEGLIGENCE OR WILLFUL MISCONDUCT
OF ANY LANDLORD PARTY, BUT NOT AS TO CLAIMS FOR WHICH THE LANDLORD PARTIES ARE
INDEMNIFIED PURSUANT TO PARAGRAPHS 13(b) AND 13(c).

     (e) WAIVERS. TO THE FULLEST EXTENT PROVIDED BY PARAGRAPH 13(f), (i) TENANT
WAIVES ALL CLAIMS AGAINST THE LANDLORD PARTIES ARISING, OR ALLEGED TO ARISE,
FROM (A) TENANT'S INSURABLE INJURIES, (B) ANY INSURABLE INJURIES TO ANY TENANT
PARTY CAUSED BY PARTIES OTHER THAN LANDLORD PARTIES, OR (C) BUSINESS
INTERRUPTION OR LOSS OF USE OF THE PREMISES SUFFERED BY TENANT; AND (ii)
LANDLORD WAIVES ALL CLAIMS AGAINST THE TENANT PARTIES ARISING, OR ALLEGED TO
ARISE, FROM THE DAMAGE TO OR LOSS OF TANGIBLE PROPERTY BELONGING TO A LANDLORD
PARTY.

     (f) SCOPE OF INDEMNITIES AND WAIVERS. ALL INDEMNITIES, WAIVERS AND
OBLIGATIONS TO DEFEND, WHEREVER CONTAINED IN THIS LEASE, (i) SHALL BE ENFORCED
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW FOR THE BENEFIT OF THE
APPLICABLE BENEFICIARY THEREOF, REGARDLESS OF ANY EXTRAORDINARY SHIFTING OF
RISKS,


---------------
          (47) reasonable



                                      -19-
<PAGE>   22



AND EVEN IF THE APPLICABLE CLAIM IS CAUSED BY THE ACTIVE OR PASSIVE NEGLIGENCE
OR SOLE, JOINT, CONCURRENT OR COMPARATIVE NEGLIGENCE OF SUCH BENEFICIARY, AND
REGARDLESS OF WHETHER LIABILITY WITHOUT FAULT OR STRICT LIABILITY IS IMPOSED
UPON OR ALLEGED AGAINST SUCH BENEFICIARY, BUT NOT TO THE EXTENT THAT A COURT OF
COMPETENT JURISDICTION HOLDS IN A FINAL JUDGMENT THAT A CLAIM IS CAUSED BY THE
WILLFUL MISCONDUCT OR GROSS NEGLIGENCE OF SUCH BENEFICIARY; (ii) ARE INDEPENDENT
OF, AND SHALL NOT BE LIMITED BY, EACH OTHER OR ANY INSURANCE OBLIGATIONS IN THIS
LEASE (WHETHER OR NOT COMPLIED WITH); AND (iii) SHALL SURVIVE THE EXPIRATION
DATE UNTIL ALL RELATED CLAIMS AGAINST THE BENEFICIARIES ARE FULLY AND FINALLY
BARRED BY APPLICABLE LAW. NOTWITHSTANDING THE POTENTIAL FOR EXTRAORDINARY
SHIFTING OF RISK, LANDLORD AND TENANT ACKNOWLEDGE THAT THEY HAVE EXECUTED THIS
LEASE IN MATERIAL RELIANCE UPON INCLUSION OF EACH SUCH INDEMNITY AND WAIVER.

     (g) RELIANCE. In reliance on Tenant's Indemnities and Waivers in this Lease
and Tenant's insurance required by PARAGRAPH 14(b), Landlord shall not carry
primary insurance for Tenant's Insurable Injuries. Tenant acknowledges that (i)
if Landlord had been required to carry primary insurance for Tenant's Insurable
Injuries, the Rent payable under this Lease would have been higher; and (ii)
Tenant is relying not on Landlord or Landlord's insurance in order to pay Claims
arising from Tenant's Insurable Injuries, but rather on (A) the insurance
required under PARAGRAPH 14(b) and any additional insurance Tenant has elected
to carry as to Claims covered by insurance, (B) Tenant's own funds as to
deductibles, self-insured retentions under Tenant's insurance and Claims which
exceed Tenant's insurance limits, and (C) third parties (other than Landlord
Parties) as to Claims arising from the third party actions not covered by
Landlord's Indemnity.

14. INSURANCE.

     (a) LANDLORD'S INSURANCE. Landlord shall, as an Operating Expense, procure
and maintain (i) commercial general liability insurance with a combined single
limit of at least $5,000,000, and (ii) special form or all risks property
insurance covering the full replacement cost of (A) the shell and core of the
Building, (B) any fixtures and leasehold improvements Landlord is required by
this Lease to restore, and (C) any equipment and other personal property owned
by Landlord and used in connection with the Building.

     (b) TENANT'S INSURANCE.

          (i) Required Policies. Tenant shall, at its sole expense, procure and
maintain the following insurance coverages throughout the Term:

               (A) Commercial general liability insurance on ISO Form CG
     0001 1093 or CG 0001 0695 (or, if Tenant has 2 or more locations covered by
     the policy and the policy contains a general aggregate limit, ISO form
     amendment "Aggregate Limits of Insurance Per Location" CG 2504 1185) in the
     amounts and with the coverages described in EXHIBIT "F-1". Landlord Parties
     shall be included as "additional insureds" using ISO additional insured
     form CG 2026 1185, without modification. A waiver of subrogation in favor
     of Landlord Parties using ISO form CG 2404 1093 is also required.

               (B) Workers' compensation and employer liability coverage with a
     waiver of subrogation in favor of the Landlord Parties on endorsement form
     WC 429394 (Texas only) or ISO form WC 000313 (all other states) and in the
     amounts and with the coverages described in EXHIBIT "F-1".

               (C) "Special form" or "all risks" property insurance on ISO form
     CP 1030 (or equivalent Business Owner's Policy) in conformity with EXHIBIT
     "F-2" with no exclusions other than standard printed exclusions, including
     an ordinance or law coverage endorsement and a waiver of subrogation in
     favor of the




                                      -20-
<PAGE>   23


     Landlord Parties, and covering 100% replacement cost of Tenant's
     furnishings, trade fixtures, equipment and inventory ("TENANT'S FF&E") and
     all ABS improvements and Alterations to the Premises. The Landlord Parties
     shall be shown as "loss payees as their interests may appear".

               (D) (48)income and extra expense coverage for 6 months' income
     and expenses with waiver of subrogation in favor of the Landlord Parties.

          (ii) Form of Policies and Additional Requirements. All insurance
providers shall maintain ratings of Best's Insurance Guide A/VIII or Standard &
Poor Insurance Solvency Review A-, or better. All carriers must be admitted to
engage in the business of insurance in the State. All policies must be primary,
with the policies of Landlord and Landlord's Mortgagees being excess, secondary
and noncontributing. No cancellation, non-renewal or material modification shall
occur without 30 days' prior written notice by the insurance carrier to Landlord
and Landlord's Mortgagees. Tenant shall reinstate any aggregate limit which is
reduced because of losses paid to below 75% of the limit required by this Lease.
No policy shall contain a deductible or self-insured retention in excess of
$10,000 without Landlord's prior written approval. Tenant shall, at its expense,
also procure and maintain any other insurance coverages Landlord or Landlord's
Mortgagees may(49) require.

          (iii) Evidence of Insurance. Commercial general liability and workers'
compensation insurance must be evidenced by ACORD form 25 "Certificate of
Insurance" in the form and substance of EXHIBIT "F-1", and property and business
income insurance must be evidenced by ACORD form 27 "Evidence of Property
Insurance" in the form and substance of EXHIBIT "F-2" (collectively, the
"CERTIFICATES"). The Certificates must be delivered with the executed Lease, and
new Certificates must be delivered no later than 30 days prior to expiration of
the current policies. Copies of endorsements required by this Lease must be
attached to the Certificates delivered to Landlord. If requested in writing by
Landlord, Tenant shall promptly deliver to Landlord a certified copy of any
insurance policies required by this Lease. If the forms of policies,
endorsements, certificates or evidence of insurance required by this Paragraph
are superseded or no longer available, Landlord shall have the right to require
other equivalent or better forms.

     (50) SEE FOOTNOTE BELOW.


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

          (48) [language omitted in original] Business

          (49) reasonably

          (50) (c) WAIVER OF SUBROGATION. Landlord and Tenant each desire to
     avoid liability to the other's property insurance carriers. Notwithstanding
     anything in this Lease to the contrary, Landlord and Tenant each Waives any
     rights it may have against the other (by way of subrogation or otherwise)
     on account of property damage (regardless of whether such property damage
     is caused by the negligence or fault of the other party) arising from any
     risk covered by the standard special form (or all risks) property insurance
     used at the time of the property damage in the State. Each party will have
     its property insurance policies properly endorsed, if necessary, to prevent
     invalidation of such property insurance coverages by reason of the Waivers
     contained in this subparagraph (c). Each party will be responsible for the
     deductible or self-insured retention under its property insurance policy.





                                      -21-
<PAGE>   24


15. FIRE OR CASUALTY.

     (a) NO RESTORATION. If the Premises or the Building are damaged by fire or
other casualty to the extent that reconstruction cannot reasonably be completed
within(51) after the date of damage, as determined by Landlord, or more than 50%
of the RSF of the Premises becomes untenantable due to casualty damage within
the last 12 months of the Term, then either Landlord or Tenant may, by written
notice given within 90 days of such damage, terminate this Lease, in which event
Tenant shall be entitled to a fair diminution of Base Rent while and to the
extent Tenant is unable to conduct its business in the Premises.

     (b) RESTORATION. If this Lease is not so terminated, Landlord shall
reconstruct the Premises and/or the Building to substantially the same condition
as existed immediately prior to the date of damage, except that (i) Landlord
shall not be required to spend more than the insurance proceeds(52) made
available for such purposes by Landlord's Mortgagee, and (ii) Landlord shall
only be required to reconstruct the Building Standard leasehold improvements
existing in the Premises on the date of damage ("LANDLORD'S CONTRIBUTION").
Tenant shall pay the difference between the total cost of reconstructing the
Premises and Landlord's Contribution ("TENANT'S CONTRIBUTION"). Prior to
Landlord's commencement of reconstruction, Tenant shall place Landlord's
estimate of Tenant's Contribution in escrow with Landlord (or furnish Landlord
with other commercially reasonable assurances of payment). Tenant shall be
entitled to a fair diminution of Base Rent while and to the extent Tenant is
unable to conduct its business in the Premises.

16. CONDEMNATION. If any portion of the Premises becomes permanently
untenantable upon condemnation (or conveyance by deed in lieu thereof) of any
portion of the Project, then either Landlord or Tenant may, by written notice
given within 60 days after the date of the taking, terminate this Lease as to
the untenantable portion of the Premises effective as of the date of the taking.
If this Lease is so terminated as to only part of the Premises, Landlord shall
(a) grant a fair diminution of Base Rent; and (b) make all repairs necessary to
convert the remaining Premises to a complete architectural and tenantable unit,
but only to the extent proceeds attributable to the area taken (based on an
equitable allocation excluding any award for land) are made available for such
purpose by Landlord's Mortgagee. Tenant Waives the right to assert any Claim for
the taking (or conveyance by deed in lieu thereof) of any right, interest or
estate under this Lease, and assigns such right to Landlord. However, Tenant
may, to the extent permitted by Applicable Law, pursue a Claim for its moving
expenses, inconvenience and business interruption in a proceeding independent of
Landlord's condemnation suit, so long as Landlord's award is not thereby reduced
or delayed.

17. DEFAULTS AND REMEDIES.

     (a) EVENTS OF DEFAULT. Each of the following shall be an "EVENT OF DEFAULT"
under this Lease: (i) Tenant fails to pay any monetary obligation under this
Lease when due; provided that the first(53) during any consecutive 12 month
period shall not be an Event of Default if Tenant pays the amount due within 5
days after written notice from Landlord; or (ii) Tenant fails to comply with any
non-monetary obligation under this Lease within 10 days after written notice or,
if such non-monetary failure is of a nature requiring more than 10 days to cure
using reasonable diligence, fails


----------------
          (51) 210 days

          (52) and deductible (which shall be included as an Operating Expense)

          (53) 2 such failures




                                      -22-
<PAGE>   25


to promptly commence such cure within such 10-day period and thereafter
diligently prosecute same to completion within (54) additional days; or (iii)
the failure to dismiss any petition filed by or against Tenant or any guarantor
under the U.S. Bankruptcy Code (or similar law) within 45 days; or (iv) the
assignment of, or appointment of a receiver or trustee for Tenant's leasehold
interest or substantially all of the assets of Tenant or any guarantor; or (v)
[language omitted in original] (vi) Tenant or any guarantor dissolves, dies,
liquidates or fails to exist in good standing in the State; or (vii) Tenant
becomes or is declared insolvent according to Applicable Law. In addition,
Tenant's failure to comply with any single provision of this Lease more than 2
times during any consecutive 12 month period during the Term, regardless of
cure, shall be an independent Event of Default. Notwithstanding the notice
provisions of clause (ii) above, Landlord shall only be required to give a
single informative notice of default, without further opportunity to cure, upon
the occurrence of an Event of Default arising pursuant to the immediately
preceding sentence or otherwise described in clauses (iii) through (vii) above.

     (b) REMEDIES. Upon any Event of Default, Landlord shall have the right: (i)
to terminate this Lease as to all or any interest therein; (ii) to terminate
Tenant's right of possession of all or any part of the Premises (including any
Parking Permits attributable thereto) without terminating this Lease; (iii) to
re-enter the Premises, change or pick locks, alter security devices and lock out
or expel Tenant and any other occupant of the Premises without complying with
Applicable Law, the benefits of which are Waived by Tenant to the fullest extent
permitted; (iv) to remove and store, at Tenant's expense, all property in the
Premises using such lawful force as may be necessary; (v) to apply any Security
Deposit as permitted under this Lease; (vi) to cure such Event of Default for
Tenant at Tenant's expense (plus a 15% administrative fee); (vii) to withhold or
suspend payment of sums Landlord would otherwise be obligated to pay to Tenant
under this Lease, as amended; and/or (viii) to require all future payments to be
made by cashier's check or money order after the first time any check is
returned for insufficient funds, or the second time any sum due hereunder is
more than 5 days late. In addition, Landlord may, without regard to any notice
or cure provision and whether or not an Event of Default exists, (A) impose a
late charge of 10% on any amount not paid within 5 days after becoming due or
20% on any amount not paid within 10 days after becoming due and (B) charge
interest on any amount not paid when due from the due date through the date of
payment at the "DEFAULT RATE", which is the lesser of 18% per annum or the
highest interest rate permitted by Applicable Law. TO THE FULLEST EXTENT
PROVIDED BY PARAGRAPH 13(f), TENANT SHALL INDEMNIFY AND DEFEND LANDLORD PARTIES
AGAINST CLAIMS ARISING FROM ANY BREACH OF TENANT'S OBLIGATIONS UNDER THIS LEASE.

     (c) ELECTION OF REMEDIES. Landlord may exercise the foregoing rights and
remedies, as well as any other rights or remedies available under Applicable
Law, without (i) judicial process; (ii) further notice to Tenant; (iii)
incurring liability of any kind to Tenant, including liability for trespass or
conversion; (iv) constituting an eviction of Tenant; (v) releasing Tenant or any
guarantor from any obligation under this Lease; (vi) waiting until the
Expiration Date; or (vii) prejudicing any other right or remedy of Landlord. All
such rights and remedies, together with any rights and remedies available under
Applicable Law, are cumulative with no exercise of any one or more of them
prohibiting or waiving the exercise of any other. Landlord may, at any time
after terminating Tenant's right to possess the Premises without terminating
this Lease, elect to terminate this Lease and thereupon pursue any and all other
rights and remedies otherwise available upon such latter election.

     (d) MEASURE OF DAMAGES. If Landlord either terminates this Lease or
terminates Tenant's right to possess the Premises without terminating this
Lease, Tenant shall immediately surrender and vacate the Premises and pay
Landlord (i) the cost of recovering the Premises; (ii) all Rent accrued through
the end of the month in which the termination becomes effective; (iii) all
expenses reasonably incurred by Landlord in enforcing its rights and remedies
under this Lease, including


---------------
          (54) 20



                                      -23-
<PAGE>   26
(55) attorneys' fees, court costs and interest at the Default Rate; (iv)
"LANDLORD'S RELETTING EXPENSES" equal to commercially reasonable costs, losses
and expenses incurred by Landlord in reletting all or any portion of the
Premises, including the cost of removing and storing Tenant's FF&E or other
property, repairing and/or demolishing the Premises, removing and/or replacing
Tenant's signage and other fixtures, making the Premises ready for a new tenant,
including the cost of advertising, commissions, architectural fees and leasehold
improvements (even if amortized over a new lease term which exceeds the balance
of the Term), and any allowances and/or concessions provided by Landlord; and
(v) "LANDLORD'S RENTAL DAMAGES" equal to the amount (never less than zero) by
which (A) the total Rent payable by Tenant for the portion of the Term that is
or would be remaining after the month in which the termination becomes effective
exceeds (B) the Fair Rental Value of the Premises for such period. In
calculating Landlord's Rental Damages, each monthly payment of Rent and Fair
Rental Value shall be discounted at the Prime Rate from its respective due date
to its present value as of the date of termination. The "FAIR RENTAL VALUE" is
the total rental that would be received from a comparable tenant for a
comparable lease of premises in the Building of equivalent quality, size,
condition, remaining lease term and location as the Premises, taking into
account rental rates and concessions then generally prevailing in the market
place, the period of time the Premises are reasonably expected to remain vacant
before commencement of rental payments by a suitable new tenant, and all other
relevant factors. If any portion of the Premises is relet, the Fair Rental Value
for such relet portion shall be calculated based upon the rental receivable by
Landlord for the applicable reletting term. The "PRIME RATE" is the "prime" rate
then published by Citibank, N.A., its successors or assigns, or another major
financial institution selected by Landlord. Until the earlier of the termination
of this Lease or the final determination of all damages under this Lease, all
Rent payable under this Lease shall continue to accrue and be payable when due
during the Term. Once the aggregate amount of damages is determined as provided
above, the unpaid balance, if any, shall thereafter accrue interest at the
Default Rate until paid in full.

     (e) MITIGATION OF DAMAGES. Upon termination of Tenant's right to possess
the Premises, Landlord shall, to the extent required by Applicable Law (and no
further), use objectively reasonable efforts to mitigate damages by reletting
the Premises. Landlord shall not be deemed to have failed to do so if Landlord
refuses to lease the Premises to a prospective new tenant with respect to whom
Landlord would be entitled to withhold its consent pursuant to PARAGRAPH 12(c),
or who (i) is an affiliate, parent or subsidiary of Tenant; (ii) is not
acceptable to Landlord's Mortgagee(s); (iii) requires improvements to the
Premises to be made at Landlord's expense; or (iv) is unwilling to accept lease
terms then proposed by Landlord, including: (A) leasing for a shorter or longer
term than remains under this Lease, (B) re-configuring or combining the Premises
with other space, (C) taking all or only a part of the Premises, and/or (D)
changing the use of the Premises.

     (f) ATTORNEYS' FEES. In any dispute regarding this Lease, the prevailing
party shall be entitled to recover reasonable attorneys' fees, court costs and
expenses from the other party.

     (g) LANDLORD'S LIEN. [language omitted in original]


---------------
          (55) reasonable



                                      -24-
<PAGE>   27


     (h) FORCE MAJEURE. Time is of the essence. If either party is unable to
perform any obligation under this Lease due to unavailability of materials or
equipment, strikes or other labor difficulties, governmental restrictions,
casualties or other causes beyond such party's reasonable control, such
obligation shall be stayed for the duration of such condition. This Paragraph
shall not affect or postpone the payment of Rent or other amounts due, except as
otherwise expressly provided in the attached Construction Agreement (if any).

     (56) SEE FOOTNOTE BELOW.


18. END OF TERM.

     (a) SURRENDER. Upon the earlier of the Expiration Date or Landlord's
termination of Tenant's right of possession of the Premises, Tenant shall
peaceably surrender the Premises (including all Alterations and leasehold
improvements(57) to Landlord, (58) clean, free of debris and in the same
condition existing as of the Commencement Date, subject to ordinary wear and
tear and except for damage due to casualty and condemnation.

     (b) REMOVAL OF IMPROVEMENTS AND TENANT'S PROPERTY. Upon the earlier of the
Expiration Date or Landlord's termination of Tenant's right of possession of the
Premises pursuant to PARAGRAPH 17(b), and except as otherwise expressly provided
in writing by Landlord at the time of installation, (i) all leasehold
improvements and Alterations installed in the Premises, including all built-in
fixtures and cabling, shall become Landlord's property; and (ii) provided there
is no uncured Event of Default, Tenant shall, at its expense, immediately remove
all of Tenant's FF&E from the Premises. However, except as otherwise expressly
provided in writing by Landlord at the time of installation, Landlord may, at
Tenant's expense, remove from the Premises (or require to be removed by Tenant
or an approved third party contractor) any or all Alterations, cabling and/or
ABS leasehold improvements. Tenant shall, within 30 days after Landlord's
invoice, reimburse Landlord for the cost to restore the Premises and otherwise
repair any damage caused by any of the foregoing removal work. All of Tenant's
foregoing obligations shall survive the Expiration Date. If Tenant's FF&E is not
timely removed. Landlord may, upon 10 days written notice to Tenant's address
(which notice Tenant agrees shall be deemed "reasonable"), and to the fullest
extent permitted by Applicable Law: (i) treat such property as abandoned by
Tenant with full rights of ownership in Landlord; (ii) remove and store such
property at Tenant's expense with

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

          (56)      (i) LANDLORD DEFAULT AND TENANT REMEDIES. Except as
     otherwise provided in this Lease and specifically subject to PARAGRAPHS
     5(b), 20 AND 23, if Landlord fails in the performance of any of Landlord's
     obligations under this Lease and such failure continues for 30 days after
     Landlord's receipt of written notice thereof from Tenant (or an additional
     reasonable time after such receipt of (A) such failure cannot be cured
     within such 30 day period, and (B) Landlord commences curing such failure
     within such 30 day period and thereafter diligently pursues the curing of
     such failure), then Tenant shall be entitled to exercise any remedies that
     Tenant may have at law or in equity.

          (57) , but not Tenant's FF&E

          (58) broom


                                      -25-
<PAGE>   28


reimbursement by Tenant to Landlord upon demand; and/or (iii) sell or dispose of
such property without delivering any proceeds to Tenant. Tenant Waives all
Claims against the Landlord Parties arising from any right available to Tenant
under Applicable Law restricting Landlord's foregoing rights, and the right to
assert any Claim against Landlord for the value or use of any property abandoned
by Tenant in the Premises.

     (c) HOLD OVER. If any Tenant Party remains in possession of the Premises
after the Expiration Date, whether or not with Landlord's consent but without
executing a new lease ("HOLD OVER"), the Term shall not be extended, nor shall
any rights or remedies of Landlord be adversely affected, even if Landlord
thereafter accepts Rent. Instead, during the Hold Over, Tenant shall be deemed a
tenant at sufferance (and not a tenant at will or month-to-month tenant) subject
to all provisions of this Lease except that Base Rent and all amounts payable to
Landlord under PARAGRAPH 7 shall be double the greater of (i) the amount payable
during the last month of the Term, or (ii) Landlord's then-quoted rental rate
for comparable space in the Project(59). Either parry may terminate the Hold
Over immediately upon written notice. Tenant shall pay Landlord all damages
incurred by reason of any Hold Over.

19. NOTICES. All notices shall be delivered by hand, reputable overnight courier
or certified mail (return receipt requested), postage prepaid, or by facsimile,
to Landlord at the Addresses for Notice specified in the Business Points (or
such other addresses specified in writing to Tenant); and to Tenant at the
appropriate address specified in the Business Points. Notice shall be deemed
given upon the date of confirmed receipt, if sent by hand, or the next business
day after the date sent, if sent by post(60), overnight courier or
electronically-confirmed facsimile, except that a change of address notice shall
be effective 5 business days after actual receipt. Notices to Tenant addressed
to the Premises may be made by posting on the entrance door of the Premises.

20. LANDLORD'S FINANCING. This Lease is subordinate to all liens, encumbrances,
easements, [language omitted in original] (61) deeds of trust now or hereafter
encumbering the Building, and all refinancings, replacements, modifications,
extensions or consolidations thereof. Tenant shall attorn to any mortgagee,
[language omitted in original] trustee under a deed of trust or purchaser at a
foreclosure or trustee's sale ("LANDLORD'S MORTGAGEE") as "Landlord" under this
Lease. Tenant shall, within 5 business days after Landlord's request, execute
and deliver to Landlord in recordable form whatever true and correct instruments
may be required to evidence such subordination and attornment. [language omitted
in original] Landlord's Mortgagee may at any time subordinate its lien to this
Lease by unilaterally executing a subordinating instrument. Tenant shall not
exercise any right or remedy under this Lease or at law or in equity unless (a)
Tenant gives written notice to Landlord and Landlord's Mortgagee (whose name and
address shall be provided upon request) specifying the exact nature of the
alleged breach and how it may be remedied; and (b) both Landlord and Landlord's
Mortgagee fail to cure same within 30 days after receipt of Tenant's notice
(plus such additional time as Landlord's Mortgagee may require).(62)



          (59) ; provided however, so long as no uncured Event of Default exists
     under the Lease, the Base Rent and all amount payable to Landlord under
     PARAGRAPH 7 shall be increased to only 150% of such greater amount

          (60) (if sent by certified mail, return receipt requested)

          (61)   and

          (62) Landlord shall use reasonable efforts, at Landlord's cost, to
     obtain Landlord's then-current form of nondisturbance agreement for the
     benefit of Tenant.



                                      -26-
<PAGE>   29


21. RIGHTS RESERVED BY LANDLORD. Landlord (and its designated agents,
contractors and managers) shall have the following rights:

     (a) ACCESS TO THE PREMISES. To enter the Premises upon reasonable notice
(except in emergencies when no notice is required) for purposes of (i)
inspection; (ii) making repairs, additions, improvements or alterations to the
Premises, any adjoining space or the Building as permitted or required under
this Lease or as Landlord elects; (iii) confirming Tenant's compliance with this
Lease; and (iv) exhibiting the Premises to prospective purchasers, mortgagees or
tenants.(63) During each entry, Landlord shall use reasonable good faith efforts
to minimize interference with Tenant's use of the Premises. In no event shall
Tenant be deemed constructively evicted nor entitled to any abatement of Rent.
Landlord shall at all times retain a mechanical or card key to all doors in or
about the Premises, except Tenant's vaults, safes and other portions of the
Premises reasonably designated by Tenant in writing as "secure areas" (to which
Landlord shall not be required to provide Building Standard maintenance or
janitorial services). In emergencies or if otherwise required to comply with
this Lease, Landlord shall have the right to use any and all means necessary to
open any doors, including doors to any designated secure areas, as may be
reasonably necessary under the circumstances. Landlord may erect scaffolding and
other structures where reasonably required by the character of the work.

     (b) PROJECT MODIFICATIONS. To alter, decorate and repair or construct new
improvements upon the Project or any adjacent property, structurally or
otherwise, as determined by Landlord in its sole discretion, including changing
the arrangement, location and/or size of entrances, passageways, doorways,
corridors, elevators, stairs, restrooms and other public components, and to
place, inspect, repair and replace in the Premises (below floors, above ceilings
or next to columns) any utilities, pipes, cables or similar equipment serving
areas outside the Premises, or to rename the Project.(64)

     (c) RIGHT TO RELOCATE. To require Tenant, upon 60 days notice, to relocate
the Premises to any other premises within the Building or to other buildings in
the Project ("RELOCATED PREMISES") on a date of relocation (the "RELOCATION
DATE") specified therein.(65) In such event, all reasonable expenses of moving
Tenant and decorating the Relocated Premises with substantially the same
leasehold improvements shall be at the expense of Landlord, including the
physical move, telephone installation and stationery costs.(66) Within(67)
business days following receipt of Landlord's relocation


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

          (63) However, provided there is no uncured Event of Default under this
     Lease, any exhibition of the Premises to prospective tenants prior to the
     last 9 months of the Term shall be subject to Tenant's prior consent, which
     shall not be unreasonably withheld.

          (64) Landlord shall use commercially reasonable efforts to minimize
     interference by Landlord or its agents with Tenant's access to, and use and
     occupancy of, the Premises for the Permitted Use, so long as such efforts
     do not increase the cost or delay performance of any of the foregoing. All
     direct costs incurred by Tenant for reprinting stationery and business
     cards which bear the name of the Building shall be paid by Landlord within
     30 days after receipt of third-party invoices therefor.

          (65) The New Premises shall (i) in all respects be substantially the
     same or better, as reasonably determined by Landlord and Tenant, in area,
     finish and appropriateness for the Permitted Use, (ii) be located no lower
     than the 8th floor of the Building, and (iii) have substantially the same
     elevator exposure as the Premises.

          (66) All moving costs (including the cost to relocate phones,
     computers and other systems of similar nature), all costs of reprinting
     stationery, cards and other printed material bearing Tenant's

                                                                  (continued...)



                                      -27-
<PAGE>   30


notice, Tenant shall have the option, effective as of the Relocation Date,
either to enter into an appropriate lease amendment relocating the Premises, or
to terminate the Lease. Failure of Tenant to choose either option shall
constitute Tenant's election to relocate. If Tenant elects to relocate, Landlord
shall have the option to tender the Relocated Premises to Tenant on any date
within a 30 day period prior to or after the Relocation Date, in which event the
Relocation Date shall become the date of tender of possession of the Relocated
Premises. From the Relocation Date through the Expiration Date, the aggregate
Base Rent for the Relocated Premises shall be the same as for the original
Premises.

     (d) OTHER RIGHTS. To take such other measures Landlord deems necessary or
advisable for the ongoing operation, management, maintenance, repair and
protection of the Project. Tenant shall fully cooperate with all of such further
measures undertaken by Landlord.

22. HAZARDOUS MATERIALS.

     (a) DEFINITION. A "HAZARDOUS MATERIAL" is any toxic, ignitable, reactive or
corrosive substance now or hereafter regulated by any governmental authority,
including any substance defined by Applicable Law as a "hazardous waste",
"extremely hazardous waste", "hazardous substance", "hazardous material" or
"regulated substance". "CONTAMINATION" means any release or disposal of a
Hazardous Material in or about the Premises or the Project which may result in a
fine, use restriction, cost recovery lien, remediation requirement or other
government action or imposition affecting any Landlord Party. For purposes of
this Lease, Claims arising from Contamination shall include diminution in value,
restrictions on use, adverse impact on leasing space, and all costs of site
investigation, remediation, removal and restoration work.

     (b) RESTRICTIONS. No Hazardous Material(68) shall be brought upon, kept,
used or disposed of in or about the Premises or the Project by any Tenant Party
without Landlord's prior written consent, unless Tenant (i) demonstrates to
Landlord's reasonable satisfaction that any such Hazardous Material is necessary
in the ordinary course of Tenant's business and shall be used, kept and stored
in compliance with Applicable Law; and (ii) gives Landlord written notice of any
such Hazardous Material, including the current material safety data sheet.

     (c) REMEDIATION. If Contamination occurs as a result of an act or omission
of a Tenant Party, Tenant shall, at its expense, promptly take all actions
necessary to return the Premises, the Project and/or any adjoining property to
its condition prior to such Contamination, subject to Landlord's prior written
approval of Tenant's proposed methods, times and procedures for remediation.
Tenant shall provide Landlord reasonably satisfactory evidence that such actions
shall not adversely affect any Landlord Party or Contaminated property. Landlord
may require that a representative of Landlord be present during any such actions
and/or that such actions be taken after business hours. If Tenant fails to take
any

----------------------
     (66) (...continued)
     address at the Premises if such address changes due to the relocation (but
     only the quantity existing immediately prior to the relocation) and all
     other out-of-pocket costs directly incurred by Tenant in connection with
     relocation to the New Premises, including but not limited to reasonable
     decorating and design costs, shall be paid by Landlord within thirty (30)
     days after receipt of third party invoices therefor.

          (67) 15

          (68) (except for de minimis quantities of household cleaning products
     used in the ordinary course of Tenant's business at the Premises and that
     are used, kept and disposed of in compliance with Applicable Law)



                                      -28-
<PAGE>   31
necessary remediation actions within 30 days after written notice from Landlord
or an authorized governmental agency (or any shorter period required by any
governmental agency), Landlord may take such actions and Tenant shall reimburse
Landlord therefor, plus a 15% administrative fee, within 30 days of Landlord's
invoice.

        (D) ASBESTOS DISCLOSURE Landlord advises tenant that (i) based on
asbestos survey reports for the building prepared by ATEC Associates, Inc. dated
March 24, 1994, non-friable asbestos-containing materials are present at The
Crescent(R) in floor tile mastic in service hallways and the retail facility;
(ii) and based on asbestos survey reports reviewed by ATEC and prepared by
CURA, Inc., dated November 14, 1990, non-friable asbestos-containing materials
are present at The Crescent(R) in floor tile and floor tile mastic in the
service elevator lobbies, some public areas, and some lunch rooms of tenant
space.

23. LANDLORD'S INTEREST.

        (a) LANDLORD'S LIABILITY. Landlord's liability for failure to perform
its obligations under this Lease shall be recoverable solely out of proceeds
from judicial sale upon execution and levy made against Landlord's interest in
the Building. Except as provided in the preceding sentence, Tenant Waives (i)
all other rights of recovery against any Landlord Party; and (ii) all Claims
against any Landlord Party and Landlord's Mortgagee for consequential, special
or punitive damages allegedly suffered by any Tenant Party, including lost
profits and business interruption. No Landlord Party shall have any personal
liability under this Lease.

        (b) CONVEYANCE. Landlord may convey any or all of its interest in this
Lease or the Project at any time. The term "Landlord" means only the owner of
the Landlord's interest in this Lease at the time in question. Immediately upon
conveyance by Landlord of such interest, the conveying party shall be released
from all obligations of "Landlord" thereafter arising under this Lease, and
Tenant shall attorn and look solely to the new Landlord for performance of such
obligations. Upon conveyance, the balance of any Security Deposit shall be
delivered to the new Landlord and Tenant shall thereafter look solely to the new
Landlord for application or return.

24. EXECUTION AND SIGNING AUTHORITY. Draft documents submitted for review do not
convey any right to Tenant in the Premises or other space. This Lease shall
become effective only upon full execution and delivery by all parties and, if
required, upon approval by Landlord's Mortgagee. This Lease may be executed in
counterparts, each of which shall be an original and all of which shall be one
and the same instrument. Each party and its counsel have reviewed and revised
this Lease after arms-length negotiations. Accordingly, the rule of construction
that ambiguities are resolved against the drafting party shall not apply to this
Lease or any amendments hereof. This Lease shall bind and inure to the benefit
of the parties and their respective heirs, executors, administrators, successors
and permitted Transferees, unless otherwise expressly set forth herein. Each
such person or entity executing this Lease for Tenant shall be jointly and
severally bound and liable as "Tenant" under this Lease. If Tenant is a legal
entity, each person signing this Lease for Tenant represents and warrants to
Landlord (who reserves the right to request satisfactory evidence) that he is
authorized to do so without further signature or authorization from such legal
entity; that this Lease is fully binding on Tenant; and that Tenant is qualified
to do business in the State. Except as otherwise expressly extended to the
Landlord Parties or the Tenant Parties in this Lease, no beneficial rights are
given to any third parties by or under this Lease.

25. QUIET ENJOYMENT. So long as Tenant performs its obligations under this
Lease, it shall have the right to occupy the Premises without hindrance from
Landlord or any person lawfully claiming through Landlord, subject to the terms
of this Lease, all superior mortgages, [language omitted in original] deeds of
trust, insurance requirements and Applicable Law.







                                      -29-
<PAGE>   32

26. ADDITIONAL PROVISIONS.

        (69)       See footnote below.

                  [Remainder of page intentionally left blank]




----------
                  (69) (a) CLUB MEMBERSHIPS. At Tenant's written request
         ("TENANT'S NOTICE") to Landlord at any time during the initial Term,
         Landlord agrees to pay, out of the Base Rent payable for the next month
         of the Term in which Base Rent is due after Tenant's written notice to
         Landlord, directly to The Crescent Club (the "CRESCENT CLUB") and The
         Spa at the Crescent (the "SPA") (collectively, the "CLUB") on behalf of
         Tenant, the initiation fees in connection with up to 4 memberships to
         the Crescent Club and/or the Spa. Tenant may elect all such memberships
         to be at The Crescent Club or at The Spa at the Crescent or any
         combination thereof, provided that the combined total number of
         initiation fees which Landlord shall pay on Tenant's behalf at The
         Crescent Club and The Spa at the Crescent shall not exceed 4, and such
         election shall be specified in Tenant's Notice. Such memberships shall
         be activated on the first day of the month after Tenant's Notice (or as
         soon thereafter as practicable), subject to the prior approval of the
         Crescent Club and the Spa as applicable. Other than the initiation
         fees, all monthly dues and charges (including applicable state and
         local taxes) incurred by Tenant or any other person in connection with
         the use of such memberships shall be solely the responsibility of
         Tenant. Use of the foregoing memberships shall be subject to the Club
         rules and regulations and the continued existence of the Club.

                          (b) CONFIDENTIALITY. Landlord and Tenant agree to hold
         the terms of this Lease in strict confidence, and will not disclose,
         except for any disclosure required by Applicable Law, such terms to any
         person other than the respective partners, directors, officers,
         employees, attorneys, accountants, agents, consultants, or financing
         sources of Landlord and Tenant, without the prior written consent of
         the other party. Notwithstanding the foregoing Landlord may disclose
         any information in Landlord's newsletter and in public notices required
         by Applicable Law or otherwise traditionally made by publicly-traded
         entities to investors and the financial community.

                          (c) COMMON AREA IMPROVEMENTS. Landlord agrees to (i)
         repaint the Common Area corridor on the 8th floor of the Building with
         Building Standard paint, and (ii) recarpet the Common Area corridor on
         the 8th floor of the Building with Building Standard carpet, at
         Landlord's cost and expense, within 6 months of the Date of Lease.




                                      -30-
<PAGE>   33

        ACCORDINGLY, the parties execute and deliver this Lease as of the Date
of Lease.


                                  LANDLORD:

                                  CRESCENT REAL ESTATE FUNDING I, L.P., a
                                  Delaware limited partnership

                                  By: CRE Management I Corp., a Delaware
                                      corporation, its general partner


                                      By: /s/ JOHN L. ZOGG, JR.
                                         ---------------------------------------
                                      Name: John L. Zogg, Jr.
                                           -------------------------------------
                                      Title: Vice President, Leasing/Marketing
                                            ------------------------------------

SPECIAL NOTICE: THIS LEASE CONTAINS WAIVERS AND INDEMNITIES WHICH MAY MATERIALLY
AFFECT TENANT'S RIGHTS AND REMEDIES UNDER APPLICABLE LAW REGARDING THIS LEASE,
INCLUDING "EXPRESS NEGLIGENCE" PROVISIONS IN PARAGRAPH 13(f).


                                  TENANT:

                                  MARCUS & PARTNERS, L.P.,
                                  a Delaware limited partnership

                                  By: Marcus & Partners Holdings, L.L.C.,
                                      a Delaware limited liability company



                                      By: /s/ THOMAS P. MCMILLIN
                                         ---------------------------------------
                                      Name: Thomas P. McMillin
                                      Title: V.P.




                                      -31-
<PAGE>   34

                                  EXHIBIT "A"

                        LEGAL DESCRIPTION OF THE PROJECT

Being a tract or parcel of land situated in the City of Dallas, Dallas County,
Texas and being all of Lot 1A, Block 2/948 of The Crescent, an addition to the
City of Dallas as recorded in Volume 83134, Page 5645 of the Deed Records of
Dallas County, Texas, and being more particularly described as follows:

BEGINNING at a 1/2" iron rod with yellow plastic cap stamped "RLG" found for
corner at the intersection of the northeasterly cut-off line between the
easterly right-of-way line of Cedar Springs Road (65 feet from center line) and
the northerly right-of-way line of Pearl Street;

THENCE North 03(degree)42'10" West along said easterly line of Cedar Springs
Road a distance of 197.34 feet to an iron rod and an angle point;

THENCE in an easterly and northeasterly direction leaving said easterly line of
Cedar Springs Road and along a curve to the left whose chord bears North
65(degree)23'58" East having a radius of 767.38 feet, a central angle of
44(degree)02'24" and an arc length of 589.84 feet to a point for corner in the
southwesterly line of Maple Avenue;

THENCE South 45(degree)30'10" East along the said southwesterly line of Maple
Avenue, a distance of 252.08 feet to an iron rod for corner at the intersection
of said southwesterly line of Maple Avenue and the southwesterly cut-off line
between the said southwesterly line of Maple Avenue and the westerly
right-of-way line of McKinney Avenue (variable width);

THENCE South 15(degree)10'40" East along the said cut-off line a distance of
17.26 feet to an 1/2" iron rod with yellow plastic cap stamped "RLG" found for
corner in the said westerly right-of-way line of McKinney Avenue;

THENCE South 15(degree)08'50" West continuing along said westerly line of
McKinney Avenue a distance of 280.77 feet to a chisel mark for corner at the
intersection of the northwesterly cut-off line between the westerly line of
McKinney Avenue and the northerly right-of-way line of Pearl Street.

THENCE South 65(degree)29'45" West along said cut-off line a distance of 12.76
feet to a chisel mark for corner at the intersection of said cut-off line and
the northerly line of Pearl Street (100 feet wide at this point) and the
beginning of a curve to the left;

THENCE in a northwesterly direction along said northerly line of Pearl Street
and along said curve to the left whose chord bears North 76(degree)43'23" West,
having a radius of 586.11 feet, a central angle of 24(degree)09'34" and an arc
length of 247.14 feet to a 1/2" iron rod with yellow plastic cap stamped "RLG"
found at the end of said curve to the left;

THENCE North 88(degree)48'10" West continuing along said northerly line of Pearl
Street a distance of 54.66 feet to a 1/2" iron rod with yellow plastic cap
stamped "RLG" found at the beginning of a curve to the left;

THENCE continuing along said northerly line of Pearl Street in a westerly and
southwesterly direction along said curve to the left, having a radius of 597.32
feet, a central angle of 08(degree)37'00" and an arc length of 89.83 feet to a
chisel mark at the end of said curve to the left;

THENCE South 82(degree)34'50" West continuing along said northerly line of Pearl
Street a distance of 218.03 feet to a chisel mark for corner at the intersection
of the northeasterly cut-off line between said northerly line of Pearl Street
(96 feet wide at this point) and said easterly line of Cedar Springs Road;

THENCE North 50(degree)33'40" West along said cut-off line a distance of 13.68
feet to the POINT OF BEGINNING and containing 193,582 square feet or 4.4440
acres, more or less.



<PAGE>   35

                                  EXHIBIT "B"

                             FLOOR PLAN OF PREMISES


                             [FLOORPLAN OF PREMISES]


                                  THE CRESCENT
                                 FLOORS 4 - 10





                                                              EXHIBIT A
                                                      FLOOR PLAN OF THE PREMISES
<PAGE>   36

                                  EXHIBIT "C"

                             CONSTRUCTION AGREEMENT

         This Construction Agreement is attached as an Exhibit to an Office
Lease dated May 20, 1999 (the "LEASE") between CRESCENT REAL ESTATE FUNDING I,
L.P., as Landlord, and MARCUS & PARTNERS, L.P., as Tenant. Unless otherwise
specified, all capitalized terms used herein shall have the same meanings as in
the Lease.

1.      APPROVED CONSTRUCTION DOCUMENTS.

        (a) Tenant's Information. No later than May 25, 1999, Tenant shall
submit to Landlord all information necessary for the preparation of complete,
detailed architectural, mechanical, electrical and plumbing drawings and
specifications for construction of the Work (as defined below) in the Premises,
including Tenant's partition and furniture layout, reflected ceiling, telephone
and electrical outlets and equipment rooms, initial Provider(s) of
Telecommunications Services, doors (including hardware and keying schedule),
glass partitions, windows, critical dimensions, structural loads, millwork,
finish schedules, and HVAC and electrical requirements, together with all
supporting information and delivery schedules ("TENANT'S INFORMATION").

        (b) Construction Documents. Following Landlord's execution of the Lease
and receipt of Tenant's Information, Landlord's designated
architectural/engineering firm shall prepare and submit to Tenant all finished
and detailed architectural drawings and specifications, including mechanical,
electrical and plumbing drawings (the "CONSTRUCTION DOCUMENTS"). In addition,
Landlord shall advise Tenant of the number of days of Tenant Delay (defined
below) attributable to any extraordinary requirements (if any) contained in
Tenant's Information.

        (c) Approved Construction Documents. Within 5 days after receipt, Tenant
shall approve or disapprove and return the Construction Documents to Landlord.
Upon Tenant's approval, the Construction Documents shall become the "APPROVED
CONSTRUCTION DOCUMENTS".

2.      PRICING AND BIDS.

        (a) Estimates. Following receipt of the Approved Construction Documents,
Landlord will promptly price the construction of the Work (defined below) in
accordance therewith and furnish written price estimates to Tenant.

        (b) Approved Pricing. Upon receipt, Tenant shall promptly review such
estimates and complete negotiations with Landlord for any changes or adjustments
thereto. Within 5 business days after such receipt, Tenant shall return the
estimates with written approval or disapproval to Landlord.

        (c) Competitive Bids. Landlord shall seek 3 competitive bids from
general contractors from Landlord's approved bidding list. Landlord hereby
approves of James R. Thompson Construction. Only subcontractors from Landlord's
approved subcontractor list shall be allowed to work on the mechanical,
electrical and plumbing components of the Building. Tenant shall be invited to
the bid opening and allowed to participate in the selection of the successful
bidder; provided Landlord shall make the final selection of the general
contractor.



                                      -1-
<PAGE>   37

3.      LANDLORD'S CONTRIBUTIONS.

        (a) Construction Allowance. Landlord will contribute a sum not to exceed
$25.00 per RSF in the Premises (the "CONSTRUCTION ALLOWANCE"), towards the cost
of constructing the Work (as defined below) in accordance with this Construction
Agreement. Payments shall be made directly to Landlord's contractor performing
the Work. The cost of all space planning, design, consulting or review services
and construction drawings shall be included in the cost of the Work and may be
paid out of the Construction Allowance, to the extent sufficient funds are
available for such purpose.

        (b) Moving Costs. Tenant may use a portion of the Construction Allowance
(to the extent such funds are available for such purpose) toward the costs of
relocating Tenant's furniture, equipment, telephones and computers to the
Premises and other costs directly associated with Tenant's relocation, including
computer cabling. Such reimbursement shall be made 30 days after occupancy and
receipt of approved third-party invoices from Tenant.

        (b) Unused Allowance(s). Any allowance made available to Tenant under
this Construction Agreement must be utilized for its intended purpose during the
initial Term or be forfeited with no further obligation on the part of Landlord.

4.      CONSTRUCTION.

        (a) The Work. Subject to the terms of this Construction Agreement,
Landlord agrees to cause permanent leasehold improvements to be constructed in
the Premises (the "WORK") in a good and workmanlike manner in accordance with
the Approved Construction Documents.

        (b) General Terms. Tenant acknowledges that Landlord is not an architect
or engineer, and that the Work will be designed and performed by independent
architects, engineers and contractors. Accordingly, Landlord does not guarantee
or warrant that the Approved Construction Documents will comply with Applicable
Law or be free from errors or omissions, nor that the Work will be free from
defects, and Landlord Will have no liability therefor. Landlord agrees to
include a provision in the Construction Contract with the contractor that
contractor shall comply with all Applicable Laws. In the event of such errors,
omissions or defects, and upon Tenant's written request, Landlord will use
commercially reasonable efforts to cooperate with Tenant in enforcing any
applicable warranties. In addition, unless expressly agreed to in writing by
Landlord prior to commencement of the Work, Landlord's approval of the
Construction Documents or the Work shall not be interpreted to Waive or
otherwise modify the terms and provisions of the Lease.

        (c) Electrical Design Capacity. The following parameters constitute
Building Standard electrical design capacity: (i) all general purpose lighting
shall be 120 volts and all emergency lighting and night lighting shall be 277
volts; (ii) the connected electrical load of all electrical equipment serving
the Premises shall not exceed an average of 4.0 watts per RSF; (iii) no single
item or component of electrical equipment shall have a rated electrical load
greater than 0.5 kilowatt or require voltage other than 120 volts, single phase
(or 110 volts, depending on available service in the Building); and (iv) no
electrical equipment shall exceed the safe and lawful capacity of the existing
electrical circuit(s) and facilities serving the Premises. Any requirements,
services or equipment in excess or contravention of any of the foregoing
parameters (or any combination thereof) shall constitute ABS electrical services
subject to Landlord's approval and Tenant's compliance with the other applicable
provisions of the Lease, specifically including PARAGRAPH 8(d) thereof. However,
the cost of purchasing and installing any ABS electrical equipment approved by
Landlord (including submeters) shall be paid at Tenant's expense, but may be
paid from the Construction Allowance (if any) as part of the Work.

        (d) ADA Compliance. Landlord shall, as an Operating Expense, be
responsible for ADA compliance for the base Building, core areas (including
elevators, Common Areas, Service Areas and the Project's parking facilities) and
all



                                      -2-
<PAGE>   38

points of access into the Project. Tenant shall, at its expense (which may be
paid from the unused portion of the Construction Allowance, if any), be
responsible for ADA compliance in the Premises, including restrooms on any floor
now or hereafter leased or occupied in its entirety by Tenant, its affiliates or
Transferees. Landlord shall not be responsible for determining whether Tenant is
a public accommodation under ADA or whether the Approved Construction Documents
comply with ADA requirements. Such determinations, if desired by Tenant, shall
be the sole responsibility of Tenant.

        (e) Substantial Completion.

                 (i) Definition. Subject to adjustment under PARAGRAPHS
4(e)(iii) and 4(e)(iv), "SUBSTANTIAL COMPLETION" shall occur, with respect to
the Premises, when (A) all of the Work has been completed in accordance with
this Construction Agreement and the Approved Construction Documents, to the
extent that Tenant would have access to the Premises and would be able to
conduct its business in a reasonable manner, and (B) Landlord has obtained final
inspection approval from all appropriate regulatory authorities (if required)
for the Premises, even though adjustments or corrections may be necessary and
Punchlist Items remain to be completed.

                 (ii) Time of the Essence. Time is of the essence in connection
with the obligations of Landlord and Tenant under this Construction Agreement.

                 (iii) Tenant Delay. If Landlord is delayed in achieving
Substantial Completion due to a delay caused by a Tenant Party or for any other
cause arising from an act or omission of any Tenant Party, including (A)
Tenant's request for change orders to the Work, (B) Tenant's failure to timely
deliver or approve any required documentation, such as Tenant's Information, if
applicable, Construction Documents, pricing estimates, and the like, (C)
Tenant's failure to pay any Cost Overruns (as defined below), or (D) Tenant's
failure to otherwise respond to any other reasonable Landlord request
(collectively, "TENANT DELAY"), Substantial Completion shall be deemed to have
occurred on the date Substantial Completion would have been achieved but for
such Tenant Delay.

                 (iv) Other Delay. If Substantial Completion is delayed for any
reason other than Tenant Delay, Substantial Completion shall occur on the date
when actually achieved (subject to adjustment for Tenant Delay).

                 (v) Landlord Liability. Landlord shall not be liable or
responsible for any Claims incurred (or alleged) by Tenant due to any delay in
achieving Substantial Completion for any reason. However, Tenant's sole and
exclusive remedy for any delay in achieving Substantial Completion for any
reason other than Tenant Delay shall be the resulting postponement (if any) of
the commencement of rental payments under the Lease.

5.      COSTS.

        (a) Change Orders and Cost Overruns. All change orders must be approved
(which approval shall not be unreasonably withheld or delayed) in advance in
writing by Landlord. Change orders requested by Tenant and approved by Landlord
which delay or increase the cost of the Work shall be paid by Tenant within 15
days of receipt of Landlord's invoice therefor (which payment may be required by
Landlord prior to commencing construction). Except as otherwise expressly
provided in this Construction Agreement, all costs of the Work in excess of the
Construction Allowance (collectively, "COST OVERRUNS") shall be paid by Tenant
to Landlord within 10 days of Landlord's invoice. Landlord may stop or decline
to commence all or any portion of the Work until such payment is received. On or
before the Commencement Date, and as a condition to Tenant's right to take
possession of the Premises, Tenant shall pay Landlord the entire amount of all
Cost Overruns, less any prepaid amounts.



                                       -3-
<PAGE>   39

        (b) Construction Management Fee. Within 10 days following the date of
invoice, Tenant shall, for supervision and administration of the construction
and installation of the Work, pay Landlord a construction management fee equal
to 5% of the aggregate contract price for the Work (excluding space planning and
engineering costs), which may be paid from the unused portion of the
Construction Allowance (if any). Tenant's failure to pay such amount when due
shall constitute an Event of Default under the Lease.



                                      -4-
<PAGE>   40

                                  EXHIBIT "D"

                      CERTIFICATE OF ACCEPTANCE OF PREMISES


Re:     Office Lease dated _____________, 1999 (the "LEASE") between CRESCENT
        REAL ESTATE FUNDING I, L.P. ("LANDLORD") and MARCUS & PARTNERS, L.P.
        ("TENANT") for approximately 7,922 RSF of Premises on the 8th floor of
        The Crescent(R). Unless otherwise specified, all capitalized terms used
        herein shall have the same meanings as in the Lease.

Landlord and Tenant agree that:

        1.       Except for Punchlist Items if any and latent defects, Landlord
                 has fully completed all Work required under the terms of the
                 Lease.

        2.       The Premises are usable by Tenant as intended; Landlord has no
                 further obligation to perform any Work or other construction
                 (except Punchlist Items and correction of latent defects), and
                 Tenant acknowledges that both the Building and the Premises are
                 satisfactory in all respects (except Punchlist Items and
                 correction of latent defects).

        3.       The Commencement Date of the Lease is _________________, 199_.

        4.       The Expiration Date of the Lease is the last day of
                 _______________, _________.

        5.       The Base Rent for purposes of PARAGRAPH 1(h) of the Lease shall
                 be as follows:

<TABLE>
<CAPTION>
               Rental Period       Annual Base Rental Rate/RSF         Monthly Base Rent
               -------------       ---------------------------         -----------------
               <S>                 <C>                                 <C>
               CD to ______        $31.00                              $20,465.17
               _____ to ___        $32.00                              $21,125.33
               _____ to ___        $33.00                              $21,785.50
               _____ to ___        $34.00                              $22,445.67
               _____ to ED         $35.00                              $23,105.83
</TABLE>

        6.       Tenant's Address at the Premises after the Commencement Date
                 is:

                 ---------------------------------------------------------------
                 ---------------------------------------------------------------
                 ---------------------------------------------------------------
                 Attention:
                           -----------------------------------------------------
                 Telephone:( )
                              ---------------------------------------
                 Facsimile:( )
                              ---------------------------------------

All other terms and conditions of the Lease are ratified and acknowledged to be
uncharged.

        EXECUTED as of _______________, 199_.

                                     SAMPLE

                        (ATTACH APPROPRIATE SIGNATURES)



<PAGE>   41

                                  EXHIBIT "E"

                              RULES AND REGULATIONS

The following rules and regulations shall apply to the Premises and the
Building, and the parking garage associated therewith and the appurtenances
thereto:

        1. Sidewalks, doorways, vestibules, halls, stairways, and other similar
areas shall not be obstructed by tenants or used by any tenant for purposes
other than ingress and egress to and from their respective leased premises and
for going from one to another part of the Building.

        2. Plumbing, fixtures and appliances shall be used only for the purposes
for which designed, and no sweepings, rubbish, rags or other unsuitable material
shall be thrown or deposited therein. Damage resulting to any such plumbing,
fixtures or appliances from misuse by a tenant or its agents, employees or
invitees, shall be paid by such tenant.

        3. No signs, advertisements or notices shall be painted or affixed on or
to any windows or doors or any other part of the Building without the prior
written consent of Landlord. No nails, hooks or screws shall be driven or
inserted in any part of the Building except by Building maintenance personnel.
No curtains or other window treatments shall be placed between the glass and the
Building standard window treatments.

        4. Landlord shall provide and maintain an alphabetical directory board
for all tenants in the main lobby of the Building.

        5. Landlord shall provide all door locks in each tenant's leased
premises, at the cost of such tenant, and no tenant shall place any additional
door locks in its leased premises without Landlord's prior written consent.
Landlord shall furnish to each tenant a reasonable number of keys to such
tenant's leased premises, at such tenant's cost, and no tenant shall make a
duplicate thereof.

        6. Movement in or out of the Building of furniture or office equipment,
or dispatch or receipt by tenants of any bulky material or merchandise which
requires use of elevators or stairways or movement through the Building
entrances or lobby shall be conducted under Landlord's supervision and at such
times and in such manner as Landlord may reasonably require. Each tenant assumes
all risks of and shall be liable for all damage to articles moved and injury to
property or persons engaged or not engaged in such movement, including
equipment, property and personnel of Landlord if damaged or injured as a result
of acts in connection with Landlord carrying out this service for such tenant
unless caused by the negligence of Landlord or its employees.

        7. Landlord may prescribe weight limitations and determine the locations
for safes and other heavy equipment or items, which shall in all cases be placed
in the Building so as to distribute weight in a manner acceptable to Landlord
which may include the use of such supporting devices as Landlord may require.
All damages to the Building caused by the installation or removal of any
property of a tenant, or caused by a tenant's property while in the Building,
shall be repaired at the expense of such tenant.

        8. Corridor doors, when not in use, shall be kept closed. Nothing shall
be swept or thrown into the corridors, halls, elevator shafts or stairways.

        9. Tenant shall not allow any animals (other than animals allowed by law
for purposes of aiding disabled individuals), reptiles, fish or birds to be
brought into, or kept in, on or about the Premises, the Building, or the
Project.

        10. No portion of any tenant's leased premises shall at any time be used
or occupied as sleeping or lodging quarters.



<PAGE>   42

        11. Tenants shall cooperate with Landlord's employees in keeping its
leased premises neat and clean. Tenants shall not employ any person for the
purpose of such cleaning other than the Building's cleaning and maintenance
personnel.

        12. To ensure orderly operation of the Building, no ice, mineral or
other water, towels, newspapers, etc., shall be delivered to any leased premises
except by persons reasonably approved by Landlord.

        13. Tenant shall not make or permit any improper, objectionable or
unpleasant noises or odors in the Building or otherwise interfere in any way
with other tenants or persons having business with them.

        14. No machinery of any kind (other than normal office equipment) shall
be operated by any tenant in its leased premises without Landlord's prior
written consent, nor shall any tenant use or keep in the Building any flammable
or explosive fluid or substance.

        15. Landlord will not be responsible for lost or stolen personal
property, money or jewelry from a tenant's leased premises or from public or
common areas regardless of whether such loss occurs when such premises or areas
are or are not locked against entry.

        16. No vending or dispensing machines of any kind may be maintained in
any Premises without the prior written permission of Landlord.

        17. All mail chutes located in the Building shall be available for use
by Landlord and all tenants of the Building according to the rules of the United
States Postal Service.

        In the event that any of the foregoing rules and regulations conflicts
with a specific provision contained in a tenant's lease, the provision in the
lease shall prevail.



<PAGE>   43

                                 EXHIBIT "F-1"
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------------
ACORD CERTIFICATE OF LIABILITY INSURANCE                                                DATE(MM/DD/YY)
-----------------------------------------------------------------------------------------------------------------------------------
<S>            <C>                      <C>             <C>                       <C>                      <C>
PRODUCER             ADDRESS                            THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO
                                                        RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND,
                                                        EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.
                                                        ---------------------------------------------------------------------------
                                                                                 COMPANIES AFFORDING COVERAGE
                                                        ---------------------------------------------------------------------------
                                                          COMPANY
                                                             A
-----------------------------------------------------------------------------------------------------------------------------------
INSURED                                                   COMPANY
                                                             B
                                                        ---------------------------------------------------------------------------
                                                          COMPANY
                                                             C
                                                        ---------------------------------------------------------------------------
                                                          COMPANY
                                                             D
-----------------------------------------------------------------------------------------------------------------------------------
COVERAGES
-----------------------------------------------------------------------------------------------------------------------------------
     THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY
     PERIOD INDICATED, NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH
     THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN. THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE
     TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
-----------------------------------------------------------------------------------------------------------------------------------
 CO                                                        POLICY EFFECTIVE  POLICY EXPIRATION
 LTR         TYPE OF INSURANCE             POLICY NUMBER    DATE (MM/DD/YY)   DATE (MM/DD/YY)               LIMITS
-----------------------------------------------------------------------------------------------------------------------------------
  A     GENERAL LIABILITY                                                                      GENERAL AGGREGATE         $1,000,000
                                                                                               ------------------------------------
        X  COMMERCIAL GENERAL LIABILITY                                                        PRODUCTS-COMP/OP AGG      $1,000,000
       ---                                                                                     ------------------------------------
                CLAIMS MADE    X   OCCUR                                                       PERSONAL & ADV INJURY     $1,000,000
       --- ---                ---                                                              ------------------------------------
           OWNER'S & CONTRACTOR'S PROT                                                         EACH OCCURRENCE           $1,000,000
       ---                                                                                     ------------------------------------

___________________________                                                                    FIRE DAMAGE (Any one fire)$   50,000
       ---                                                                                     ------------------------------------
                                                                                               MED EXP (Any one person)  $    5,000
-----------------------------------------------------------------------------------------------------------------------------------
  B     AUTOMOBILE LIABILITY
        X  ANY AUTO                                                                            COMBINED SINGLE LIMIT     $1,000,000
       ---
           ALL OWNED AUTOS                                                                     ------------------------------------
       ---                                                                                     BODILY INJURY             $
           SCHEDULED AUTOS                                                                     (Per Person)
       ---                                                                                     ------------------------------------
        X  HIRED AUTOS
       ---                                                                                     BODILY INJURY             $
        X  NON-OWNED AUTOS                                                                     (Per accident)
       ---                                                                                     ------------------------------------
           ---------------------------
       ---                                                                                     PROPERTY DAMAGE           $

-----------------------------------------------------------------------------------------------------------------------------------
       GARAGE LIABILITY                                                                        AUTO ONLY - EA ACCIDENT   $

       --- ANY AUTO                                                                            OTHER THAN AUTO ONLY:

       --- ___________________________                                                                  EACH ACCIDENT    $

       ---                                                                                                  AGGREGATE    $
-----------------------------------------------------------------------------------------------------------------------------------
  C    EXCESS LIABILITY                                                                        EACH OCCURRENCE           $2,000,000
        X
       --- UMBRELLA FORM                                                                                    AGGREGATE    $2,000,000

       --- OTHER THAN UMBRELLA FORM                                                                                      $
-----------------------------------------------------------------------------------------------------------------------------------
  D    WORKERS COMPENSATION AND                                                                  WC STATUTORY
       EMPLOYERS' LIABILITY                                                                         LIMITS      OTHER
                                                                                               EL EACH ACCIDENT          $1,000,000
       THE PROPRIETOR/     ___ INCL                                                            EL DISEASE - POLICY LIMIT $1,000,000
       PARTNERS/EXECUTIVE                                                                      EL DISEASE - EA EMPLOYEE  $1,000,000
       OFFICERS ARE:       ___ EXCL
-----------------------------------------------------------------------------------------------------------------------------------
       OTHER
-----------------------------------------------------------------------------------------------------------------------------------
DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES/SPECIAL ITEMS

Crescent Real Estate Funding I, L.P., its successors and/or assigns are Additional Insured's on General Liability & Auto Liability
with Waivers of Subrogation on General Liability, Auto Liability & Employers Liability. Insured's Insurance is Primary w/ Agg. per
Loc.
------------------------------------------------------------------------------------------------------------------------------------
CERTIFICATE HOLDER                                               CANCELLATION
------------------------------------------------------------------------------------------------------------------------------------
Crescent Real Estate Funding I, L.P.                    SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE
7 Mail Street, Suite 2100                               EXPIRATION DATE THEREOF, THE ISSUING COMPANY WILL ENDEAVOR TO MAIL
Fort Worth, Texas 76102                                 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT,
                                                        BUT FAILURE TO MAIL SUCH NOTICE SHALL IMPOSE NO OBLIGATION OR LIABILITY
                                                        OF ANY KIND UPON THE COMPANY, ITS AGENTS OR REPRESENTATIVES.
                                                        -------------------------------------------------------------------
                                                        AUTHORIZED REPRESENTATIVE
------------------------------------------------------------------------------------------------------------------------------------
ACORD 25-5 (I/95)                                                                                             ACORD CORPORATION 1998
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>


<PAGE>   44



<TABLE>
<CAPTION>
                                                    EXHIBIT "F-2"
-----------------------------------------------------------------------------------------------------------------------------------
<S>                 <C>            <C>                                   <C>                      <C>               <C>    <C>
EVIDENCE OF PROPERTY INSURANCE                                                                                     DATE(MM/DD/YY)
-----------------------------------------------------------------------------------------------------------------------------------
     THIS IS EVIDENCE THAT INSURANCE AS IDENTIFIED BELOW HAS BEEN ISSUED, IS IN FORCE, AND CONVEYS ALL THE RIGHTS AND PRIVILEGES
     AFFORDABLE UNDER THE POLICY.
-----------------------------------------------------------------------------------------------------------------------------------
PRODUCER                           PHONE                                  COMPANY
                                   (A/C. No Ext):
                                   ---------------------------------------
CODE:                              SUB CODE:
--------------------------------------------------------------------------
AGENCY
CUSTOMER ID#:
--------------------------------------------------------------------------
INSURED
-----------------------------------------------------------------------------------------------------------------------------------
                                                                          LOAN NUMBER             POLICY NUMBER
                                                                          --------------------------------------------------------
                                                                              EFFECTIVE DATE     EXPIRATION DATE   CONTINUED UNTIL
                                                                                                                        TERMINATED
                                                                                                                  [ ]   IF CHECKED
                                                                          --------------------------------------------------------
                                                                          THIS REPLACES PRIOR EVIDENCE DATED:

-----------------------------------------------------------------------------------------------------------------------------------
PROPERTY INFORMATION
-----------------------------------------------------------------------------------------------------------------------------------
 LOCATION/ DESCRIPTION






-----------------------------------------------------------------------------------------------------------------------------------
COVERAGE INFORMATION
-----------------------------------------------------------------------------------------------------------------------------------
                             COVERAGE/PERILS/FORMS                              AMOUNT OF INSURANCE           DEDUCTIBLE
-----------------------------------------------------------------------------------------------------------------------------------

Special Form Property Coverage including
Theft and 100% Replacement Cost on
Furniture, Fixtures & Equipments to
including Inventory, Improvements &
Betterments.                                                                         Limit                         Ded.

Business Income w/Extra Expense                                                      Limit                         Ded.

Ordinance/Law Coverage                                                               Limit                         Ded.



-----------------------------------------------------------------------------------------------------------------------------------
REMARKS (including Special Conditions)
-----------------------------------------------------------------------------------------------------------------------------------
Crescent Real Estate Funding I, L.P., its successors and/or assigns, and Landlord's Mortgagees are loss payees as their interests
may appear and are provided a waiver of subrogation on property & business income coverages.
-----------------------------------------------------------------------------------------------------------------------------------
CANCELLATION
-----------------------------------------------------------------------------------------------------------------------------------
     THE POLICY IS SUBJECT TO THE PREMIUMS, FORMS, AND RULES IN EFFECT FOR EACH POLICY PERIOD. SHOULD THE POLICY BE TERMINATED,
     THE COMPANY WILL GIVE THE ADDITIONAL INTEREST IDENTIFIED BELOW 30 DAYS WRITTEN NOTICE, AND WILL SEND NOTIFICATION OF ANY
     CHANGES TO THE POLICY THAT WOULD AFFECT THAT INTEREST, IN ACCORDANCE WITH THE POLICY PROVISIONS OR AS REQUIRED BY LAW.
-----------------------------------------------------------------------------------------------------------------------------------
ADDITIONAL INTEREST
-----------------------------------------------------------------------------------------------------------------------------------
NAME AND ADDRESS                                                            [ ] MORTGAGEE                [ ] ADDITIONAL INSURED
                                                                           --------------------------------------------------------
                                                                            [ ] LOSS PAYEE               [W] WAIVER OF SUBROGATION
Crescent Real Estate Funding I, L.P.                                        --------------------------------------------------------
  77 Main Street, Suite 2100                                                 LOANS
Fort Worth, TX  76102                                                       --------------------------------------------------------
                                                                             AUTHORIZED REPRESENTATIVE
                                                                           -------------------------------------------------------
                                                                                    [SAMPLE]
-----------------------------------------------------------------------------------------------------------------------------------
ACORD 27(3/93)
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>   45
                                 EXHIBIT "F-3"


                     BUSINESS INTERRUPTION INSURANCE WAIVER
                               TERMS & CONDITIONS


                               [Language omitted]
<PAGE>   46

                                   RIDER NO. 1

                                OPTION TO EXTEND

A. RENEWAL PERIOD. Tenant may, at its option, extend the Term for 1 renewal
period of up to 5 but not less than 3 years (the "RENEWAL PERIOD") by written
notice to Landlord (the "RENEWAL NOTICE" ) given no earlier than 10 nor later
than 8 months prior to the expiration of the Term (as it may have been
extended), provided that at the time of such notice and at the commencement of
such Renewal Period, (i) Tenant remains in occupancy of the Premises, and (ii)
no uncured Event of Default exists under the Lease (and no condition exists
which, with the passage of time and/or giving of notice, would be an Event of
Default). Such Renewal Period shall commence upon the expiration date of the
initial Term. The Base Rent payable during the Renewal Period shall be at
Landlord's Market Rental Rate, including any projected rate increases over the
applicable Renewal Period. Except as provided in this Rider No. 1, all terms and
conditions of the Lease shall continue to apply during the Renewal Period.

B. ACCEPTANCE. Within 15 days of the Renewal Notice, Landlord shall notify
Tenant of the Market Rental Rate for such Renewal Period (the "Rental Notice").
Tenant may accept the terms set forth in the Rental Notice by written notice
(the "Acceptance Notice") to Landlord given within 15 days after receipt of the
Rental Notice. If Tenant timely delivers its Acceptance Notice, Tenant shall,
within 15 days after receipt, execute a lease amendment confirming the Base Rent
and other terms applicable during the Renewal Period. If Tenant fails timely (i)
to deliver its Acceptance Notice or (ii) to execute and return the required
lease amendment, then this Option to Extend shall automatically expire and be of
no further force or effect. In addition, this Option to Extend shall terminate
upon assignment of this Lease or subletting of all or any part of the Premises.

C. MARKET RENTAL RATE. The "MARKET RENTAL RATE" is the rate (or rates) a willing
tenant would pay and a willing landlord would accept for a comparable
transaction (e.g., renewal, expansion, relocation, etc., as applicable, in
comparable space and in a comparable building) as of the commencement date of
the applicable term, neither being under any compulsion to lease and both having
reasonable knowledge of the relevant facts, considering the highest and most
profitable use if offered for lease in the open market with a reasonable period
of time in which to consummate a transaction. In calculating the Market Rental
Rate, all relevant factors will be taken into account, including the location
and quality of the Building, lease term, amenities of the Project, condition of
the space and any concessions and allowances commonly being offered by Landlord
for comparable transactions in the Project. The parties agree that the best
evidence of the Market Rental Rate will be the rate then charged for comparable
transactions in the Project.



<PAGE>   47

D. CONDITION OF PREMISES. The Preferential Space shall be tendered in an "as-is"
condition. However, all leasehold improvements shall be constructed in the
Expansion Space in accordance with the construction agreement (if any) attached
to the applicable lease amendment. Any allowances shall be prorated for any
delays in the Preferential Space Commencement Date, taking into account the
economic assumptions underlying the terms in the Preferential Rental Notice.

E. PARKING. For the Preferential Space, Tenant shall take and pay for additional
permits allowing access to unreserved spaces in parking facilities which
Landlord provides for the use of tenants and occupants of the Project at a ratio
of 1 space per 500 RSF ("PREFERENTIAL SPACE PERMITS"). Tenant may elect to
convert a portion of the unreserved spaces to reserved spaces on an "as
available" basis. During the initial Term (and, if applicable, during any
renewal or extension term of this Lease), Tenant shall pay Landlord's quoted
monthly contract rate (as set from time to time) for each such unreserved
permit, plus any taxes thereon. Notwithstanding anything to the contrary
contained herein, Tenant may elect not to purchase up to 50% of the Preferential
Space Permits; provided however, that in the event Tenant does not purchase all
of the Preferential Space Permits, then Tenant relinquishes its right to such
unpurchased permits (the "RELINQUISHED PREFERENTIAL SPACE PERMITS"). In the
event that Tenant subsequently desires to use all or a portion of the
Relinquished Preferential Space Permits, Tenant shall provide 30 days prior
written notice to Landlord which specifies the number of Relinquished
Preferential Space Permits that Tenant desires to purchase ("TENANT'S PERMIT
NOTICE"). Landlord shall allow Tenant to purchase such unreserved and/or
reserved parking permits within 30 days after Tenant's Permit Notice, at
Landlord's then-quoted monthly contract rate.



<PAGE>   48

                                   RIDER NO. 3

                           PREFERENTIAL RIGHT TO LEASE

A. PREFERENTIAL RIGHT TO LEASE. So long as twenty-four months remain in the
initial Term, Tenant shall have a Preferential Right to Lease up to
approximately 13,500 RSF (+/-20%, in Landlord's discretion) on the 8th floor of
the Building, as shown on EXHIBIT "A" to the Lease (the "PREFERENTIAL SPACE"),
at such time as such space becomes Available (as defined below) for direct lease
to a new or existing tenant (whether or not a bona fide offer has been made);
provided no uncured Event of Default exists under the Lease (and no condition
exists which, with the passage of time and/or giving of notice, would be an
Event of Default) and Tenant remains in occupancy of the entire Premises. The
Preferential Space shall be deemed "AVAILABLE" at such time as Landlord decides
to offer the Preferential Space for lease and such space is no longer any of the
following: (i) leased or occupied; (ii) assigned or subleased by the
then-current tenant of the space; (iii) re-leased by the then-current tenant of
the space by renewal, extension or renegotiation (whether agreed to prior to or
after the Date of Lease); or (iv) subject to an expansion option, right of first
refusal, preferential right or similar obligation existing under any other
tenant leases for the Project as of the Date of Lease. This Preferential Right
to Lease shall terminate upon relocation of the Premises to another building or
upon any Transfer as defined in the Lease. The Preferential Space shall be
reduced to the extent Tenant leases any portion thereof, whether or not pursuant
to a formal option provision in the Lease.

B. ACCEPTANCE. Prior to leasing the Preferential Space to a new tenant, Landlord
shall first offer such space in writing to Tenant specifying the amount and
location of such space, the anticipated date of tender of possession, the rental
rate based on the then-quoted rental rates for comparable space in the Project
as of the anticipated Preferential Space Commencement Date (as defined below),
including any projected rate increases over the applicable term, and other
applicable terms (the "PREFERENTIAL RENTAL NOTICE"). Tenant shall have 5 days
within which to accept or reject such offer. If Tenant accepts Landlord's offer,
Tenant shall, within 15 days after Landlord's written request, execute and
return a lease amendment adding the Preferential Space to the Premises for all
purposes under the Lease (including any extensions or renewals) and confirming
the Base Rent and other applicable terms specified in the Preferential Rental
Notice. Such lease amendment may, if applicable, contain a construction
agreement using Landlord's then-current form setting forth the schedule and
other terms and obligations of the parties regarding the construction of any
leasehold improvements in the Preferential Space. If Tenant rejects such offer
or fails timely to (i) accept such offer or (ii) execute and return the required
lease amendment, then Landlord shall have the right to lease the Preferential
Space to a new or existing tenant without further notice or obligation to
Tenant. However, in the event Landlord has not executed a new lease for the
Preferential Space within 180 days after the date of the Preferential Rental
Notice or if the Preferential Space is offered to a new or existing tenant under
economic terms which are greater than 5% more favorable than the terms that were
offered to Tenant under the Preferential Notice, Landlord shall not lease the
Preferential Space to any party without again complying with the provisions of
this Rider No. 3.

C. TENDER OF POSSESSION. The Preferential Space shall be leased for the period
commencing upon Landlord's tender of possession of the Preferential Space in
accordance with Landlord's offer and this Rider (the "PREFERENTIAL SPACE
COMMENCEMENT DATE") and continuing through the expiration or earlier termination
of the Term, as it may be extended or renewed. Landlord shall not be liable for
any delay or failure to tender possession of the Preferential Space by the
anticipated tender date for any reason, including by reason of any holdover
tenant or occupant, nor shall such failure invalidate the Lease or extend the
Term.