ADVANCEPCS
LEASE AGREEMENT DATED MARCH 26, 1996
<DOCUMENT>
<TYPE>EX-10.18
<SEQUENCE>12
<FILENAME>d88685ex10-18.txt
<DESCRIPTION>LEASE AGREEMENT DATED MARCH 26, 1996
<TEXT>

<PAGE>   1
                                                                   EXHIBIT 10.18


                             BASIC LEASE INFORMATION

Lease Date:                March 26, 1996

Tenant:                    PCS Mail Service, Inc., a Delaware corporation

Tenant's Address:          c/o Lilly Corporate Center
                           Indianapolis, Indiana 46285

With a Copy to:            PCS Health Systems, Inc.
                           9501 East Shea Boulevard
                           Scottsdale, Arizona 85072-2115
                           Attn: Arnold A. Pinkston

                           Jackson & Walker, L.L.P.
                           1100 Louisiana, Suite 4200
                           Houston, Texas 77002
                           Attn: Kurt Nondorf

Contact:                   Debra K. Totten; Telephone: (317) 276-7920

Landlord:                  Alliance Commerce Center No. 5, Ltd., a Texas
                           limited partnership

Landlord's Address:        c/o Alliance Development Company
                           2421 Westport Parkway, Suite 200
                           Fort Worth, Texas 76177
                           Attn: Rick Patterson

With copy to:              Hillwood Development Corporation
                           1700 Lakeside Square
                           12377 Merit Drive
                           Dallas, Texas 75251
                           Attn: Frank Zaccanelli

Contact:                   Jon Napper; Telephone: (817) 224-6000


Premises:                  The Premises shall be (i) the approximately 93,764
                           square feet of space as indicated by the
                           cross-hatched area on Exhibit "A" attached to the
                           Lease, which is the entire rentable area in the
                           building commonly known, or to be known, as "Alliance
                           Commerce Center 5" (the "Building") located or to be
                           located on the land more particularly described on
                           Exhibit "B" attached to the Lease (the "Land"), and
                           (ii) the tract of land containing approximately 2
                           acres that is more particularly described on Exhibit
                           "A-1" attached hereto and made a part hereof
                           ("Parking Tract") with respect to which Landlord has
                           an easement estate pursuant to an easement agreement
                           dated March __, 1996 executed by Hillwood/1358, Ltd.,
                           as grantor ("Grantor"), and Landlord, as grantee
                           ("Easement").

Project:                   Collectively, the Land, the Building, the Parking
                           Tract and all other buildings, structures and
                           improvements situated on the Land and the Parking
                           Tract at any time during the Term. The Project is
                           shown by cross-hatching on the site plan attached
                           hereto as Exhibit "B-1" and made a part hereof.

Term:                      120 months, commencing on July 1, 1996 ("Commencement
                           Date") and ending at 5:00 p.m. on the last day of the
                           120th month following the Commencement Date, subject
                           to adjustment and earlier termination as provided in
                           the Lease. The Commencement Date may be delayed due
                           to Landlord Delay as provided in Exhibit "C" attached
                           hereto and made a part hereof.



                                        1

<PAGE>   2


Initial Base Rent:

<TABLE>
<CAPTION>

                                                      Per Square Foot
Months              Monthly               Annual         Per Annum
------              -------               ------         ---------
<S>               <C>                  <C>                 <C>
1-60              $27,972.93           $335,675.12         $3.58
61-120            $32,192.31           $386,307.68         $4.12
</TABLE>

                (Subject to adjustment as provided in the Lease)


Initial Tenant's proportionate
     share of Taxes:                         $5,547.70 per month

Initial Tenant's proportionate
     share of cost of insurance
     under Paragraph 10A:                    $390.68 per month

Initial Tenant's proportionate
     share of Common Area Charges:           $937.64 per month

Security Deposit:                            $0.00 per month

Tenant's Proportionate
Share: 100%.

Broker or Agent:                   CB Commercial Real Estate Group, Inc.

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


                                 LANDLORD:


                                 ALLIANCE COMMERCE CENTER NO. 5,
                                 LTD., a Texas limited partnership

                                 By: Hillwood Property Company,
                                     a Texas corporation, its general partner


                                 By: /s/ RICK PATTERSON
                                    ----------------------------------------
                                 Name: Rick Patterson
                                      --------------------------------------
                                 Title: President
                                       -------------------------------------

                                 TENANT:


                                 PCS MAIL SERVICE, INC.,
                                 a Delaware corporation


                                 By: /s/ MITCHELL E. DANIELS, JR.
                                    ----------------------------------------
                                 Name: Mitchell E. Daniels, Jr.
                                      --------------------------------------
                                 Title: President - North American
                                        Pharmaceutical Operations
                                        Eli Lilly and Company
                                       -------------------------------------


                                        2


<PAGE>   3


                                TABLE OF CONTENTS

<TABLE>
<CAPTION>

                                                                 Page
                                                                 ----

<S>                                                              <C>
1.  PREMISES AND TERM ......................................       1

2.  BASE RENT, SECURITY DEPOSIT AND ESCROW PAYMENTS ........       2

3.  COMMON AREA CHARGES ....................................       5

4.  TAXES ..................................................       5

5.  LANDLORD'S REPAIRS .....................................       6

6.  TENANT'S REPAIRS AND MAINTENANCE .......................       7

7.  ALTERATIONS ............................................       8

8.  SIGNS ..................................................       9

9.  UTILITIES ..............................................       9

10. INSURANCE ..............................................      10

11. FIRE AND CASUALTY DAMAGE ...............................      10

12. LIABILITY AND INDEMNIFICATION ..........................      11

13. USE ....................................................      12

14. INSPECTION .............................................      12

15. ASSIGNMENT AND SUBLETTING ..............................      13

16. CONDEMNATION ...........................................      14

17. HOLDING OVER ...........................................      15

18. QUIET ENJOYMENT ........................................      16

19. EVENTS OF DEFAULT ......................................      16

20. REMEDIES ...............................................      16

21. MORTGAGES ..............................................      20

22. MECHANIC'S LIENS .......................................      20

23. HAZARDOUS MATERIALS ....................................      21

24. MISCELLANEOUS ..........................................      22

25. NOTICES ................................................      24

26. LANDLORD'S LIEN ........................................      25

27. GUARANTY ...............................................      25

28. REPRESENTATIONS AND WARRANTIES .........................      25
</TABLE>


                                       i


<PAGE>   4


<TABLE>


<S>                                                              <C>
29. ADDITIONAL PROVISIONS ..................................      26

EXHIBIT "A" - PREMISES .....................................     A-1

EXHIBIT "B" - LAND .........................................     B-1

EXHIBIT "C" - LEASEHOLD IMPROVEMENTS .......................     C-1

EXHIBIT "D" - MEMORANDUM OF ACCEPTANCE OF PREMISES .........     D-1

EXHIBIT "E" - [INTENTIONALLY OMITTED] ......................     E-1

EXHIBIT "F" - RENEWAL OPTIONS ..............................     F-1

EXHIBIT "G" - LEASE GUARANTY ...............................     G-1

EXHIBIT "H" - SUBORDINATION, NON-DISTURBANCE
              AND ATTORNMENT AGREEMENT .....................     H-1

EXHIBIT "I" - SUBORDINATION OF MORTGAGE ....................     I-1
</TABLE>


                                       ii

<PAGE>   5


                                 LEASE AGREEMENT


         THIS LEASE AGREEMENT, made and entered into by Alliance Commerce Center
No. 5, Ltd., a Texas limited partnership ("Landlord") and PCS Mail Service,
Inc., a Delaware corporation ("Tenant");

                                   WITNESSETH:

         1. PREMISES AND TERM. In consideration of the mutual obligations of
Landlord and Tenant set forth herein, Landlord leases to Tenant, and Tenant
hereby takes from Landlord, the Premises, together with all rights, privileges,
easements, appurtenances, and amenities belonging to or in any way pertaining to
the Premises, to have and to hold, subject to the terms, covenants and
conditions in this Lease. Tenant's rights under this Lease shall be subject to
(i) all matters of public record, including, without limitation, all easements,
deed restrictions, covenants, conditions and restrictions, as may exist on the
date hereof, and (ii) with respect to the Parking Tract, in addition to the
matters in clause (i) immediately preceding and only until forty (40) days after
Tenant notifies Landlord to terminate such lease, the terms of an existing
agricultural lease between Grantor and Peterson Farms ("Ag Lease"). The term of
this Lease ("Term") shall commence on the Commencement Date and shall end on the
last day of the 120th month following the Commencement Date.

         A. Landlord shall deliver possession of the Premises (with the Building
in Shell (hereinafter defined) condition as provided in Exhibit "C" attached
hereto and made a part hereof) to Tenant on or before April 1, 1996. From and
after the date on which possession of the Premises is so delivered to Tenant
("Possession Date"), all of Tenant's obligations under this Lease (including but
not limited to Tenant's insurance and indemnity obligations hereunder) with
respect to the Premises shall be in full force and effect (other than the
obligation to pay Base Rent and the additional rent under Paragraph 2C hereof
which shall commence on the Commencement Date). On the Commencement Date, Tenant
shall, upon demand, execute and deliver to Landlord a memorandum of acceptance
of delivery of the Premises in the form attached hereto as Exhibit "D".

         B. It is agreed that, subject to the last sentence of this Paragraph
1B, Tenant shall have a one-time right to terminate this Lease effective as of
June 30, 2003 ("Effective Termination Date") by: (i) giving Landlord written
notice ("Termination Notice") of Tenant's exercise of such right at least 120
days prior to the Effective Termination Date; and (ii) paying to Landlord, in
good current funds, the sum of $75,000.00 as a termination fee ("Termination
Fee") concurrently with the delivery of the Termination Notice. Notwithstanding
anything to the contrary contained herein, if Tenant fails to pay the
Termination Fee (in good current funds) to Landlord concurrently with the
delivery of the Termination Notice (i) the giving of the Termination Notice
shall be deemed, ipso facto, null and void and of no force or effect, (ii)
Tenant shall have no right to terminate this Lease pursuant to this Paragraph
1B, and (iii) this Lease shall continue in full force and effect in accordance
with its terms. If this Lease is effectively and timely (time being of the
essence thereof) terminated pursuant to this Paragraph 1B, the Lease shall
terminate on the Effective Termination Date and, from and after the Effective
Termination Date, the parties shall have no further rights or obligations
hereunder (except for such rights and obligations as have accrued prior to the
Effective Termination Date or those which are expressly provided herein as
surviving the expiration of termination of this Lease). Notwithstanding anything
to the contrary contained herein, Tenant shall not have the right to terminate
this Lease pursuant to this Paragraph 1B (and if such right has previously been
exercised by Tenant, such prior exercise shall be deemed rescinded and ipso
facto of no force or effect) if, at the time Tenant exercises such right (or at
any time after such exercise and prior to the Effective Termination Date), an
Event of Default shall exist under Section 19(A) of this Lease (or any condition
shall exist that with the passage of time or the giving of notice, or both,
could result in an Event of Default under Section 19(A) of this Lease).

         C. Although the Parking Tract is part of the Premises pursuant to this
Lease, it is agreed that the Parking Tract shall be used only for the purpose of
constructing a surface parking


                                       1
<PAGE>   6



lot ("Parking Lot") for use by Tenant, its employees and invitees during the
Term of this Lease. The Parking Lot shall be constructed on the Parking Tract by
Tenant, at Tenant's sole cost and expense, and at such time as Tenant deems
appropriate, in accordance with the terms of this paragraph; provided, however,
Tenant shall give written notice to Landlord at least 40 days prior to the date
on which Tenant intends to commence construction of the Parking Lot so as to
enable Landlord to cause the Ag Lease to be terminated. Construction of the
Parking Lot shall be done pursuant to a work letter to be entered into by
Landlord and Tenant ("Work Letter") which Work Letter shall be in substantially
the form of Exhibit "C" attached hereto and made a part hereof except that (a)
the term "Work" shall refer to the work required to construct the Parking Lot;
(b) the term "Leasehold Improvements" shall be inapplicable; (c) provisions
relating to the delay of the Commencement Date shall be inapplicable and (d)
such other conforming changes shall be made to said Exhibit "C" for the purpose
of said Work Letter as are reasonably necessary to make it applicable to the
construction of the Parking Lot and as are agreed to by Landlord and Tenant.
Notwithstanding anything to the contrary contained herein, it is agreed that (i)
Landlord (on its own behalf and on behalf of Grantor) expressly reserves the
rights to grant utility and access easements and other similar rights to third
parties with respect to the Parking Tract and to plat or replat the Parking
Tract so long as Tenant's right to construct, maintain and use the Parking Lot
for parking purposes is not unreasonably affected thereby, and so long as
Landlord, Grantor or the third party is responsible for the repair of any
parking improvements occasioned by such grant of easements or similar rights or
the use thereof, (ii) Tenant shall not construct the Parking Lot on the portion
of the Parking Tract on which an easement for the benefit of the City of Fort
Worth exists as of the date hereof, and (iii) access from the Parking Tract to
Eagle Parkway ("Tenant's Access") shall be at such location as has been
reasonably approved by Landlord (which approval shall not be unreasonably
withheld so long as Tenant's Access route does not impede access from Eagle
Parkway to properties adjoining the Parking Tract). Although Tenant acknowledges
the existence of the Easement, it is agreed that Tenant does not hereby assume
any of the obligations of the grantee under the Easement.

         Landlord agrees that notwithstanding anything to the contrary contained
herein, so long as Tenant performs its obligations under this Lease, Landlord
shall be solely responsible for keeping the Easement in place to ensure Tenant's
quiet enjoyment of the Parking Tract in accordance with the terms of this Lease.

         D. Notwithstanding the fact that the Term of this Lease and Tenant's
obligation to pay rent does not commence until the Commencement Date, this Lease
shall nevertheless be binding upon the parties in accordance with its terms when
executed by Landlord and Tenant.

         E. Prior to the expiration or termination of this Lease (or of Tenant's
right to possession following an Event of Default) Tenant shall have the
exclusive right to use all parking areas on the surface parking lot on the Land
and on the Parking Lot to be constructed on the Parking Tract, and shall have
the exclusive right to use the exterior areas of the Project (subject to the
sentence immediately following). Landlord hereby reserves the right to grant
utility and access easements and other similar rights to third parties with
respect to the Project (or portion thereof), to impose further covenants,
conditions and restrictions with respect to the Project (or portion thereof) and
to plat or replat the Project (or portion thereof) so long as Tenant's use of
the Premises for the permitted use under Paragraph 13 hereof, or Tenant's right
to use such exterior areas, is not unreasonably affected.

         2. BASE RENT, SECURITY DEPOSIT AND ESCROW PAYMENTS.

         A. Tenant agrees to pay to Landlord base rent ("Base Rent") for the
Premises, in advance, without demand, deduction or set off, at the following
rates and amounts during the Term hereof:



                                        2


<PAGE>   7

<TABLE>
<CAPTION>

                                                            Per Square Foot
               Months        Monthly          Annual          Per Annum
               ------        -------          ------          ---------
               <S>         <C>              <C>              <C>
               1-60        $ 27,972.93      $335,675.12      $      3.58
               61-120      $ 32,192.31      $386,307.68      $      4.12
</TABLE>

         The first monthly installment of Base Rent, plus the other monthly
charges set forth in Paragraph 2C below, shall be due and payable on the date
hereof and subsequent monthly installments shall be due and payable on or before
the first day of each calendar month succeeding the Commencement Date, except
that all payments due hereunder for any fractional calendar month shall be
prorated.

         B. [Intentionally Omitted].

         C. In addition to Base Rent and Tenant's other obligations hereunder,
Tenant agrees to pay its proportionate share (as defined in the Basic Lease
Information) of the following costs and expenses (collectively, the
"Reimbursable Expenses"): (i) Taxes (hereinafter defined) payable by Landlord
pursuant to Paragraph 4A below, (ii) the cost of maintaining insurance pursuant
to Paragraph 10A below, (iii) Common Area Charges (hereinafter defined) payable
by Tenant in accordance with Paragraph 3 below, and (iv) subject to Paragraph
2(D) below, the cost of any repair, replacement, or capital expenditures with
respect to the Building required under any governmental law or regulation that
was not applicable to the Building at time of original construction. During each
month of the Term of this Lease, on the same day that Base Rent is due
hereunder, Tenant shall escrow with Landlord an amount equal to 1/12th of
Tenant's proportionate share of such Reimbursable Expenses, as reasonably
estimated by Landlord. Landlord agrees that all escrow amounts deposited by
Tenant with Landlord that are attributable to Taxes shall be held by Landlord in
an interest-bearing account ("Tax Escrow Account") in a financial institution
selected by Landlord and reasonably acceptable to Tenant. All interest on the
funds in the Tax Escrow Account shall accrue for the benefit of Tenant so long
as no Event of Default exists hereunder, and such interest shall remain in and
become a part of the funds in the Tax Escrow Account and shall be credited
against Tenant's obligation to pay Taxes hereunder (provided that any such
interest that remains unapplied after all obligations of Tenant with respect to
its proportionate share of Taxes have been satisfied, shall be refunded to
Tenant within 30 days after final determination of Tenant's obligation with
respect to Taxes arising during the Lease Term). Tenant authorizes Landlord to
use the funds deposited with Landlord under this Paragraph 2C (including the
amounts in the Tax Escrow Account and all interest thereon) to pay such
Reimbursable Expenses. Upon the occurrence of an Event of Default Landlord shall
have no obligation to keep the escrow payments for Taxes in the Tax Escrow
Account or any other segregated account (provided that such escrow payments for
Taxes as well as any accrued interest thereon shall be credited to Tenant's
obligation to pay Taxes hereunder). Landlord shall be entitled to revise its
projection of such Reimbursable Expenses at any time (but no more frequently
than once in any calendar year) and if Landlord so revises such projection,
Tenant shall pay to Landlord, on the same day as Base Rent is due hereunder, an
amount equal to 1/12th of Tenant's proportionate share of such Reimbursable
Expenses pursuant to Landlord's revised estimate thereof. By April 30 of each
calendar year (or as soon thereafter as may be practicable) during the Term
hereof, Landlord shall determine the actual Reimbursable Expenses for the
preceding calendar year and shall notify Tenant thereof. If the Tenant's total
escrow payments are less than Tenant's actual proportionate share of all such
Reimbursable Expenses, Tenant shall pay the difference to Landlord within ten
(10) days after demand. If the total escrow payments of Tenant are more than
Tenant's actual proportionate share of all such Reimbursable Expenses, Landlord
shall retain such excess and credit it against Tenant's next annual escrow
payments, or upon request of Tenant, refund such amount to Tenant within 10 days
of Tenant's request therefor. Notwithstanding anything to the contrary contained
herein or in Paragraph 3 below, the amount of Association Dues (hereinafter
defined) that are included as a part of Common Area Charges in any year after
the first year of the Lease Term shall not exceed 106% of the amount of
Association Dues that were included in Common Area Charges for the immediately
preceding year of the Lease Term.



                                       3
<PAGE>   8


         D. With respect to the cost of replacements or capital expenditures (as
opposed to repairs) required under governmental law or regulation pursuant to
Paragraph 2(C)(iv) above, it is agreed that if the replacement or expenditure is
applicable to building owners generally (and is not necessitated due to Tenant's
specific use of the Premises), then the cost of any such item shall be amortized
over its useful life (at an interest rate of 8% per annum) in accordance with
generally accepted accounting principles and the portion of the cost that shall
be included within Paragraph 2(C)(iv) above shall be equal to the product of (i)
the actual cost of such item (together with such interest at 8% per annum),
multiplied by (ii) a fraction the numerator of which is the number of years
(including partial years) remaining in the Lease Term as of the date of such
replacement or expenditure including the number of years in any renewal term
under Exhibit "G" attached hereto if the renewal option therefor has been
exercised by Tenant prior to the replacement or expenditure (up to but not
greater than the following described denominator), and the denominator of which
is the useful life of the item in question; provided that if subsequent to any
such replacement or expenditure Tenant exercises any renewal option, the portion
of the cost included within Paragraph 2(C)(iv) above under this sentence shall
be recalculated to include the length of the renewal term in question.
Notwithstanding anything to the contrary contained herein, it is agreed that the
cost of any replacement or capital expenditure under Paragraph 2(C)(iv) above
that is necessitated due to Tenant's specific use of the Premises shall not be
so amortized, or be allocated to Tenant based upon its proportionate share, but
shall, instead, be paid for in full by Tenant upon Landlord's demand therefor.

         E. Tenant shall have the right, upon at least 10 days advance written
notice to Landlord ("Audit Notice") and at Tenant's sole expense, to audit
Landlord's books and records in order to verify actual Reimbursable Expenses or
other reimbursable costs payable by Tenant to Landlord pursuant to this Lease
(collectively, the "Auditable Costs"). Any such audit shall be performed during
Landlord's normal business hours and, at Tenant's option, shall be performed by
Tenant's internal staff or by a third party ("Outside Auditor") who is (i)
impartial, (ii) not affiliated with Tenant, and (iii) an accounting firm or a
firm in the business of performing audits of reimbursable expenses on behalf of
tenants. In addition, it is agreed that with respect to Reimbursable Expenses
for a particular year, such audit shall only be done after the year-end
reconciliation of actual Reimbursable Expenses for such year has been effected
in accordance with the terms of this Lease. Landlord shall have the right to
dispute the result of any such audit by Tenant. If Landlord so disputes such
audit, and if Landlord and Tenant are unable to resolve such dispute within 30
days, then the dispute shall be submitted to a reputable independent accounting
firm reasonably acceptable to Landlord and Tenant ("Firm") for resolution, the
cost of which Firm shall be paid equally by Landlord and Tenant except as
provided below. The reasonable determination of the Firm shall be binding on
Landlord and Tenant. If the parties' mutual agreement as to the Auditable Costs
in question, or the determination of the Firm (as applicable), establishes that
Tenant underpaid or overpaid the Auditable Costs which Tenant is required to pay
to Landlord pursuant to this Lease, then Landlord shall refund to Tenant any
such overpayment, or Tenant shall pay to Landlord any such underpayment (as
applicable), promptly upon the agreement of the parties or conclusion of such
determination (as the case may be). In addition, if the final determination as
to the Auditable Costs in question (whether pursuant to the parties' mutual
agreement following Tenant's initial audit or pursuant to the determination of
such Firm) establishes that Tenant overpaid the Auditable Costs which Tenant is
required to pay to Landlord by 5% or more, then Landlord shall pay all costs of
engaging the Firm (if such Firm was engaged) and Tenant's reasonable
out-of-pocket expenses of engaging the Outside Auditor (but not the costs of
Tenant's internal staff); provided that Landlord's obligation to pay such costs
and expenses shall not apply to any overpayment made with respect to the first
year of the Lease Term in which case Tenant shall pay its costs and expenses in
connection with the audit and all costs of engaging the Firm. Except as provided
above, each party shall pay its own expenses in connection with any such audit.
Notwithstanding anything to the contrary contained herein Tenant's obligation to
pay all amounts, and to perform all of its other obligations, under this Lease
shall not be abated, suspended or otherwise affected during the pendency of the
audit, dispute, reconciliation and determination procedure set forth above.
Notwithstanding the foregoing, Tenant shall have the right to audit Landlord's
books and records only with respect to the Auditable Costs for the calendar year
immediately preceding the year in which Tenant gives the Audit Notice (provided,
however, if any such audit with respect to the immediately preceding year
discloses an overcharge by Landlord, then Tenant shall be entitled to audit
Landlord's books and records with respect to


                                       4
<PAGE>   9




Auditable Costs with respect to which such overcharge occurred for four years
immediately preceding the year in which Tenant gives the Audit Notice; and
provided further, that in no event shall Tenant have the right to audit
Landlord's books and records with respect to periods prior to the Commencement
Date (unless necessary to substantiate any calculation of Auditable Costs with
respect to periods subsequent to the Commencement Date). Payment by Tenant of
Auditable Costs shall not be deemed to constitute a waiver by Tenant of its
rights to audit Auditable Costs.

         3. COMMON AREA CHARGES. In addition to other amounts required to be
paid by Tenant hereunder, Tenant shall pay to Landlord Tenant's proportionate
share of the following costs and expenses (collectively, the "Common Area
Charges"):

         A. The cost of repair, maintenance and replacement of: (i) the exterior
of the Building (including painting), other than those structural repairs and
replacements for which Landlord is responsible pursuant to Paragraph 5; (ii) all
mechanical, electrical, plumbing, sewer, sprinkler and other life-safety
equipment and systems forming a part of the Project of which the Building forms
a part (other than the cost of repair, replacement and maintenance of the items
which are Tenant's responsibility pursuant to Paragraph 6 which shall be paid
entirely by Tenant as provided in Paragraph 6); and (iii) all other common areas
and facilities constituting a part of the Project of which the Building forms a
part (including, but not limited to, the Parking Lot and other paved areas in
and about the Building).

         B. The cost of maintenance and replacement of the grass, shrubbery and
other landscaping in and about the Building and/or the Project.

         C. The cost of operating and maintaining in a good, neat, clean and
sanitary condition all parking areas, driveways, alleys and grounds in and about
the Building and/or the Project (including trash removal).

         D. Subject to the last sentence of Paragraph 2C above, the cost of
assessments attributable to the Project under any applicable Declaration of
Covenants, Restrictions and Easements (as may be amended from time to time)
which are assessed by the applicable property owners association (collectively,
the "Association Dues").

         E. The cost of operating and maintaining any property, facilities or
services provided for the common use of Tenant and other lessees of the Project,
which costs shall include, without limitation, security services (if furnished
by Landlord).

         Notwithstanding the foregoing, "Common Area Charges" shall not include
(i) any expenses for which Landlord has received reimbursement by means of
insurance proceeds or contractors' warranties or otherwise (provided, however,
if Landlord is subsequently required to rebate or refund any such reimbursement,
the amount of such rebate or refund shall be included within Common Area
Charges), (ii) payments made by Landlord to affiliates of Landlord to the extent
such payments exceed the amounts that would be paid for equivalent goods or
comparable services to a third party unaffiliated with Landlord in an
arms-length transaction, or (iii) management fees.

         4. TAXES.

         A. Landlord agrees to pay all taxes, assessments and governmental
charges of any kind and nature (collectively referred to herein as "Taxes") that
accrue against the Premises and the Project. (For purposes of this Lease, the
term "Taxes" shall include the amount of any taxes that would otherwise be
imposed but for the provisions of any tax abatement agreement with respect to
which Landlord is a party which is entered into pursuant to chapter 312 of the
Texas Tax Code; and for purposes of this Lease, such abated taxes shall be
deemed to be payable by Landlord.) If at any time during the Term of this Lease,
there shall be levied, assessed or imposed on Landlord a capital levy or other
tax directly on the rents received herefrom and/or a franchise tax, assessment,
levy or charge measured by or based, in whole or in part, upon such rents from
the Premises and/or the Project, then all such taxes, assessments, levies or
charges, or the part thereof so measured or based, shall be deemed to be
included within the term "Taxes"


                                       5
<PAGE>   10



for the purposes hereof. The term "Taxes" shall not include any real estate ad
valorem taxes imposed on the Project as a result of a change in usage or
ownership pursuant to Chapter 23 of the Texas Tax Code (as amended) and which
are commonly referred to as "rollback taxes" ("Rollback Taxes"). Landlord shall
have the right to employ a tax consulting firm to attempt to assure a fair tax
burden on the building and grounds within the applicable taxing jurisdiction.
Tenant agrees to pay its proportionate share of the cost of such consultant
(provided that if such consultant is engaged with respect to ad valorem taxes on
other properties owned by Landlord (or its affiliates) as well as Taxes relating
to the Project, then Tenant shall pay such portion of the cost of such
consultant as is allocable to the Project on a reasonable and equitable basis).

         B. Tenant shall be liable for all taxes levied or assessed against any
personal property or fixtures placed in the Premises. If any such taxes are
levied or assessed against Landlord or Landlord's property and (i) Landlord pays
the same or (ii) the assessed value of Landlord's property is increased by
inclusion of such personal property and fixtures and Landlord pays the increased
taxes, then, upon demand Tenant shall pay to Landlord such taxes.

         C. Except as provided in Paragraph 4D below, Tenant hereby waives any
right it may have to receive a copy of any notice received by Landlord of
reappraisal of all or any portion of the Premises, including without limitation
any notice required under Section 41.413(d) of the Texas Tax Code. Tenant agrees
that Landlord shall not be liable to Tenant for any damages for Landlord's
failure to send to Tenant a copy of any notice of reappraisal concerning the
Premises, under Section 41.413(d) of the Texas Tax Code (provided that Landlord
shall not be released from its obligations under Paragraph 4D below).

         D. Landlord agrees to provide to Tenant, within 10 days after Tenant's
written request therefor, the most recent tax statements and notices of
reappraisal relating to the Project that are in Landlord's possession. Tenant
shall have the right (unless Landlord shall in good faith agree to contest, at
Tenant's sole expense, such tax increase) to contest or resist, in good faith,
diligently and by appropriate proceedings, the validity of the amount or rate of
any increase or proposed increase in the Taxes, all at Tenant's sole expense. If
Landlord shall agree to contest such Taxes, Landlord shall do so at Tenant's
expense (the cost of which contest, if involving the property of Landlord in
addition to the Project, shall be allocated to Tenant on a reasonable and
equitable basis) and Tenant shall have the right to monitor Landlord's contest
thereof; if Landlord elects not to contest such Taxes or, having elected to
contest such Taxes, fails to contest such Taxes diligently and in good faith,
and such failure continues uncured beyond a reasonable time following written
notice from Tenant to Landlord, Tenant shall have the right to itself contest
such Taxes. It shall be a condition precedent to Tenant's right to contest any
such Taxes that Tenant provide Landlord with security (in a form (i) reasonably
acceptable to Landlord and (ii) acceptable to Landlord's mortgagee) in an amount
reasonably necessary to assure full payment of such Taxes being contested,
together with all penalties, fines and interest and other fees and amounts that
could be collected by the taxing authority in case the contest is unsuccessful
(but in any event not less than the amount required by Landlord's mortgagee in
connection with such contest of Taxes). Landlord shall cooperate with Tenant in
contacting Landlord's mortgagee for the purpose of discussing the amount and
form of security that such mortgagee may require in connection with any such
contest of Taxes. Tenant shall in all events pay all such contested Taxes
(together with all penalties, fines, interest and such other fees and amounts)
at least 30 days prior to the date on which the Project (or any portion thereof)
would be subject to foreclosure on account of nonpayment thereof. Tenant shall
indemnify and hold harmless Landlord from and against any and all expenses,
liabilities and claims (including but not limited to attorneys' fees) incurred
by or asserted against Landlord or the Project arising as a result of any such
contest by Tenant. Landlord and Tenant agree to reasonably cooperate with one
another in connection with all contests of Taxes under this Lease.

         5. LANDLORD'S REPAIRS.

         Tenant understands and agrees that Landlord's maintenance, repair and
replacement obligations are limited to those expressly set forth in this
Paragraph 5 and in Paragraph 6D below. Landlord (i) at its own cost and expense,
shall be responsible only for repair, maintenance and replacement of the roof,
foundation and the structural members of the exterior




                                       6
<PAGE>   11

walls of the Building, reasonable wear and tear excluded, and (ii) subject to
reimbursement by Tenant as a part of Common Area Charges, shall be responsible
for the upkeep and landscaping of all exterior portions of the Premises,
including the repair and maintenance of the Parking Lot, other parking
facilities and common area facilities of the Project. The term "walls" as used
herein shall not include windows, glass or plate glass, doors, special store
fronts or office entries. Tenant shall give Landlord prompt written notice of
defect or need for repairs after which Landlord shall have reasonable
opportunity to repair same or cure such defect, provided that Landlord shall
commence to repair same within 10 days after written notice from Tenant and
shall diligently pursue such replacement or repair until completion. All repairs
shall be made in a good and workmanlike manner.

         6. TENANT'S REPAIRS AND MAINTENANCE.

         A. Tenant, at its own cost and expense, shall (i) maintain all parts of
the Premises (including, but not limited to, the floor slab of the Premises and
the mechanical, electrical, plumbing, sewer, sprinkler and other life-safety
equipment, fixtures and systems forming a part of the Premises), in good, neat,
clean, sanitary and operable condition and (ii) promptly make all necessary
repairs and replacements to the Premises in a good and workmanlike manner.
Notwithstanding the foregoing, it is agreed that Tenant shall not be required to
make or do any repairs, maintenance or replacement to the extent such repairs,
maintenance or replacement are Landlord's obligation under Paragraph 5 above or
Paragraph 6D below. In addition to the foregoing, Tenant shall, at its sole
expense, repair any damage to the Premises or the Building caused by the
negligent or intentional acts or omissions of Tenant or Tenant's employees,
agents or invitees, or caused by Tenant's default hereunder. Tenant shall have
no obligation to make any repairs necessitated by the negligent or intentional
acts or omissions of Landlord or Landlord's employees, agents or invitees or
caused by Landlord's default hereunder (provided that this sentence shall not
expand Landlord's obligations with regard to Defects which obligations shall be
governed by Paragraph 6D below).

         B. In addition to Tenant's other obligations hereunder, Tenant, at its
own cost and expense, shall enter into a regularly scheduled preventive
maintenance/service contract with a maintenance contractor approved by the
applicable manufacturer for servicing all hot water, heating and air
conditioning systems and equipment and elevator equipment within or serving the
Premises. The service contract must include all services suggested by the
equipment manufacturer in its operations/maintenance manual and an executed copy
of such contract must be provided to Landlord prior to the date Tenant takes
possession of the Premises.

         C. Tenant's obligations with respect to the "floor slab" of the
Premises pursuant to Paragraph 6A(i) above (i) shall be construed as referring
to the slab on grade of the Premises and not the foundation of the Building, and
(ii) shall apply only to the extent that the repair and maintenance of the floor
slab is not caused by the failure of the foundation of the Building (such as,
without limitation, a failure of the foundation caused by shifting of soil or
other sub-grade conditions not caused by Tenant or its agents, contractors or
invitees) or by a defect in materials or workmanship in the initial pouring of
such slab.

         D. Landlord agrees that if a Defect (hereinafter defined) is discovered
by Tenant on or prior to the first anniversary of the Commencement Date ("First
Anniversary"), Tenant shall give Landlord written notice thereof ("Defect
Notice") on or prior to the First Anniversary (time being of the essence with
respect thereto). If Landlord receives a Defect Notice prior to the First
Anniversary, Landlord shall, at its sole expense, cause such Defect to be
repaired or remedied at Landlord's sole cost and expense. Notwithstanding the
foregoing, nothing contained in this Paragraph 6D shall: (i) require Landlord to
repair or remedy any Defect to the extent such repair or remediation is
necessitated due to the negligence, or intentional acts or omissions of, or
misuse of the item requiring such repair or remediation by, Tenant or its
employees, agents, contractors or invitees; (ii) require Landlord to repair or
remedy any Defect if the coverage afforded by any warranty or
maintenance/service contract relating to the item in question has been impaired
or invalidated by the negligent acts or omission or willful misconduct of Tenant
or its employees, agents, contractors or invitees; (iii) require Landlord to
repair or remedy any Defect with respect to which a Defect Notice is not
received by Landlord on or prior to the First


                                       7
<PAGE>   12


Anniversary; (iv) give Tenant any defense to the payment when due of, or the
right to offset any amounts against, Base Rent, additional rent or other amounts
due from Tenant to Landlord hereunder; or (v) be enforceable against any
mortgagee of Landlord who succeeds to the interest of Landlord in the Premises
and the Building as a result of foreclosure of any mortgage or deed of trust
affecting the Premises or the Building (or as a result of a conveyance in lieu
of foreclosure). Landlord may satisfy its obligations under this Paragraph 6D by
electing to proceed under any manufacturers' and construction warranties and/or
maintenance/service contracts provided to Landlord in connection with the
construction of the Shell and Tenant hereby agrees to cooperate with Landlord
(at no cost to Tenant) in securing the performance by any manufacturer,
contractor or subcontractor under the warranty provided by such party and/or the
maintenance/service contractor of the work required to be performed by it under
any such maintenance/service contract.

         "Defect" means (i) any defect in the design, materials or workmanship
in the initial construction of the Shell (hereinafter defined) which interferes
with the normal use and occupancy of the Building by Tenant for warehouse and
distribution purposes, or (ii) any failure of the Shell to comply with the Shell
Plans, except for substitutions necessary because of the discontinuance or
unavailability of materials and minor variations resulting from actual
construction of the Shell that do not materially interfere with the normal use
and occupancy of the Building by Tenant for warehouse and distribution purposes.

         7. ALTERATIONS.

         Tenant shall not make any alterations, additions or improvements to the
Premises without the prior written consent of Landlord; provided, however,
Tenant may make alterations that are non-structural in character (i) without
Landlord's consent (but with prompt written notice to Landlord) so long as the
cost thereof does not exceed $25,000 during the Term of this Lease, and (ii)
with Landlord's prior written consent (which consent shall not be unreasonably
withheld so long as such work does not impair the structural integrity of the
Building) with respect to non-structural alterations in excess of $25,000 during
the Term of the Lease (collectively, the "Permitted Non-Structural
Alterations"). If Landlord denies consent to proposed non-structural alterations
under clause (ii) of the immediately preceding sentence, Tenant may nevertheless
make such alterations ("Other Non-Structural Alterations") so long as (A)
Tenant, at its sole expense, demolishes and removes from the Premises such Other
Non-Structural Alterations prior to the termination or expiration of this Lease
(or the permanent vacating of the Premises by Tenant) and (B) the Other
Non-Structural Alterations do not impair the structural integrity of the
Building. Tenant, at its own cost and expense, may erect such shelves, bins,
machinery and trade fixtures (including, but not limited to, conveyor systems
and all electrical systems associated therewith) as it desires without the
consent of Landlord. Tenant's erection of such shelves, bins, machinery and
trade fixtures and the construction of the Permitted Non-Structural Alterations
and the Other Non-Structural Alterations shall be on the express condition that:
(i) such items do not impair the structural integrity of the Premises, the
Building or such improvements; (ii) such items may be removed without material
injury to the Premises; and (iii) the construction, erection or installation
thereof complies with all applicable governmental laws, ordinances, regulations
and with the "Alliance Development Guidelines". All alterations, additions,
improvements and partitions erected by Tenant as well as the Non-Structural
Alterations and the Other Non-Structural Alterations shall be and remain the
property of Tenant during the Term of this Lease. On or before the earlier to
occur of the date of termination of this Lease or permanent vacating of the
Premises by Tenant, Tenant shall, at its sole expense, demolish and remove from
the Premises all Other Non-Structural Alterations and shall deliver up to
Landlord the Premises in its condition following the completion of the Leasehold
Improvements constructed in accordance with the Working Drawings pursuant to
Exhibit "C" attached hereto and made a part hereof as subsequently modified by
the Permitted Non-Structural Alterations (reasonable wear and tear excepted).
All alterations, installations, removals and restoration shall be performed in a
good and workmanlike manner so as not to damage or impair the structural
integrity of the Building and other improvements situated on the Premises.
Following the completion of all alterations, additions or improvements
(including Non-Structural Alterations and the Other Non-Structural Alterations),
Tenant shall deliver to Landlord accurate, reproducible "as built" plans of such
alterations, additions or improvements, as constructed.



                                       8
<PAGE>   13


Notwithstanding anything to the contrary contained herein, it is agreed that the
use of and access to the roof of the Building is expressly reserved to Landlord
and is expressly denied to Tenant (except in order to permit Tenant to discharge
its obligation to repair, maintain and service the HVAC unit situated on the
roof of the Building and to install, repair, maintain and remove the
Telecommunications Equipment as hereinafter provided or to comply with Tenant's
other obligations under this Lease). Tenant shall not penetrate the roof of the
Building in any manner, nor install or construct any alterations, additions or
improvements thereon, nor otherwise use or occupy the roof at any time during
the Term hereof (except (i) such penetration of the roof as is contemplated by
the Working Drawings, and (ii) such use and occupation of the roof as is
necessary in order to permit Tenant to discharge its obligation to repair,
maintain and service the HVAC unit situated on the roof of the Building and to
install, repair, maintain and remove the Telecommunications Equipment or to
comply with other provisions of this Lease). In those circumstances where Tenant
is entitled to enter onto the roof in accordance with the preceding sentence,
Tenant shall not in any event cause the roof warranty of the Building to be
impaired or invalidated (in whole or in part).

         Notwithstanding anything to the contrary contained herein, it is agreed
that this Paragraph 7 shall not apply to the construction of the Leasehold
Improvements initially constructed by Tenant pursuant to Exhibit "C" attached
hereto and made a part hereof, the construction of which Leasehold Improvements
shall be governed by such Exhibit "C".

         8. SIGNS. Any signage, decorations, advertising media, blinds,
draperies, window treatments, bars, and security installations Tenant desires
for the Premises shall be subject to Landlord's prior written approval, which
shall not be unreasonably withheld, conditioned or delayed. Tenant shall repair,
paint, and/or replace the Building facia surface to which its signs are attached
upon vacation of the Premises, or the removal or alteration of its signage, all
at Tenant's sole cost and expense. Tenant shall not (i) make any changes to the
exterior of the Building, (ii) install any exterior lights, decorations,
balloons, flags, pennants, banners or painting, or (iii) erect or install any
signs, window or door lettering, placards, decorations or advertising media of
any type which can be viewed from the exterior of the Building, without
Landlord's prior written consent, which shall not be unreasonably withheld,
conditioned or delayed. All signs, decorations, advertising media, blinds,
draperies and other window treatment or bars or other security installations
visible from outside the Building shall conform in all respects to the criteria
established by Landlord and to the requirements of all covenants, conditions and
restrictions applicable to the Premises and the Building (including, but not
limited to, approval by the Development Review Board).

         9. UTILITIES. Tenant shall timely pay (to the applicable utility
provider or to Landlord if such amounts have been billed to Landlord, but Tenant
shall not be required to make duplicate payments to the utility provider and to
Landlord) for all water, gas, heat, light, power, telephone, sewer, sprinkler
charges and other utilities and services used on or at the Premises (including,
but not limited to the cost of utilities consumed in connection with providing
electrical power for the Building's canopy lighting, the lighting of the parking
facilities and other common areas and facilities associated with the Project,
the Building's fire pump room and irrigation system, together with any taxes,
penalties, deposits, surcharges or the like pertaining to the Tenant's use of
the Premises, and any maintenance charges for utilities). Tenant shall pay all
impact or other fees associated with utility hook-ups or meter installations
required subsequent to Tenant's initial occupancy of the Premises. Landlord or
Tenant shall have the right to cause any of said services to be separately
metered to Tenant at Tenant's expense. Tenant shall not be required to pay any
late fees or penalties assessed against Landlord and associated with the late
payment of such utility charges (unless caused by Tenant's late payment of sums
due hereunder to Landlord). Landlord shall not be liable for any interruption or
failure of utility service on the Premises unless caused by Landlord's
negligence or willful misconduct in which case Landlord shall promptly cause
such service to be restored and shall be liable for any actual damages caused
thereby. Amounts to be paid pursuant to this Paragraph 9 shall in no event be
duplicative of payments required to be made by Tenant pursuant to other
provisions of this Lease.


                                       9
<PAGE>   14





         10. INSURANCE.

         A. Landlord shall maintain insurance covering the Building in an amount
not less than the "replacement cost" thereof insuring against the perils and
costs of Fire, Lightning, Extended Coverage, Vandalism and Malicious Mischief
and such other insurance as Landlord shall deem necessary and is carried by
prudent owners of similar projects.

         B. Tenant, at its own expense, shall maintain from and after the
Possession Date and continuing during the Term of this Lease a policy or
policies of worker's compensation and comprehensive general liability insurance,
including personal injury and property damage, with contractual liability
endorsement, in the amount of Two Million Dollars ($2,000,000.00) for property
damage and Two Million Dollars ($2,000,000.00) per occurrence for personal
injuries or deaths of persons occurring in or about the Premises. Tenant, at its
own expense, also shall maintain from and after the Possession Date and
continuing during the Term of this Lease fire and extended coverage insurance
covering the replacement cost of all alterations, additions, partitions and
improvements installed or placed on the Premises by Tenant or by Landlord on
behalf of Tenant (including, but not limited to, the Leasehold Improvements
constructed pursuant to Exhibit "C" attached hereto and made a part hereof), and
all of Tenant's personal property contained within the Premises. Said policies
shall (i) name Landlord as an additional insured (except for the worker's
compensation policy, which instead shall include a waiver of subrogation
endorsement in favor of Landlord), (ii) be issued by an insurance company which
is acceptable to Landlord, (iii) provide that said insurance shall not be
canceled unless thirty (30) days prior written notice shall have been given to
Landlord. In addition, such insurance provided by Tenant shall be primary
coverage for Landlord when any policy issued to Landlord is similar or duplicate
in coverage, and Landlord's policy shall be excess over Tenant's policies. All
insurance policies carried by Tenant hereunder shall expressly provide (by
endorsement or otherwise) that Landlord's rights thereunder shall be assignable
to Landlord's mortgagee who shall be shown as an additional insured thereon.
Copies of said policy or policies or certificates thereof shall be delivered to
Landlord by Tenant prior to Tenant's taking possession of the Premises (or any
portion thereof) upon each renewal of said insurance.

         C. Tenant will not permit the Premises to be used for any purpose or in
any manner that would (i) void the insurance thereon, (ii) materially increase
the insurance risk, or (iii) cause the disallowance of any sprinkler credits,
including without limitation, use of the Premises for the receipt, storage or
handling of any product, material or merchandise that is explosive or highly
inflammable. If any increase in the cost of Landlord's insurance on the Premises
or the Building forming a part of the Premises is caused by Tenant's specific
use of the Premises, or because Tenant vacates the Premises, then Tenant shall
pay the amount of such increase to Landlord.

         11. FIRE AND CASUALTY DAMAGE.

         A. If the Building should be damaged or destroyed by fire or other
peril, Tenant shall give prompt written notice to Landlord. If the Building
should be totally destroyed by fire or other peril, or if it should be so
damaged thereby that, in the Architect's estimation, rebuilding or repairs
cannot be completed within one hundred eighty (180) days after the date of
Landlord's actual knowledge of such damage, this Lease shall terminate and the
rent shall be abated during the unexpired portion of this Lease, effective upon
the date of the occurrence of such damage.

         B. If the Building should be damaged by fire or other peril, and in the
Architect's estimation, rebuilding or repairs can be substantially completed
within one hundred eighty (180) days after the date of Landlord's actual
knowledge of such damage, this Lease shall not terminate, and Landlord shall
restore the Building to substantially its previous condition, except that
Landlord shall not be required to rebuild, repair or replace any part of the
partitions, fixtures, additions and other improvements that may have been
constructed, erected or installed in, or about the Premises for the benefit of,
or by or for Tenant (including, but not limited to, the Leasehold Improvements
constructed pursuant to Exhibit "C" attached hereto and made a part hereof).
Effective upon the date of the occurrence of such damage and ending upon
substantial completion, if the Building is untenantable in whole or part during
such period, the rent shall be

                                       10


<PAGE>   15

reduced to such extent as may be fair and reasonable under all of the
circumstances. If such repairs and rebuilding of the Building have not been
substantially completed within one hundred eighty (180) days after the date of
Landlord's actual knowledge of such damage (subject to Force Majeure Delays
[hereinafter defined] and any delays caused by Tenant or its employees, agents
or contractors), Tenant, as Tenant's exclusive remedy, may terminate this Lease
by delivering written notice of termination to Landlord in which event the
rights and obligations hereunder shall cease and terminate (except as expressly
provided to the contrary herein).

         C. Any determination as to the length of time it would take to rebuild
and restore the Building following a fire or other casualty shall be reasonably
made by the Architect. "Architect" shall mean (i) the architect who initially
designed the Shell portion of the Building, or (ii) if such architect shall
refuse or be unable or fail to make such determination, then another licensed
architect who is impartial, not affiliated with either Landlord or Tenant and
who is reasonably acceptable to both parties.

         D. Landlord and Tenant hereby waive and release each other (but only to
the extent of the insurance coverage required to be maintained by the respective
parties hereunder) of and from any and all rights of recovery, claim, action or
cause of action, against each other, their agents, officers and employees, for
any liability, loss or damage that may occur to the Premises or the Building, or
personal property (building contents) within the Building and/or Premises as the
result of any fire or other casualty required to be insured against under this
Lease. Each party to this Lease agrees immediately after execution of this Lease
to give each insurance company, which has issued to it policies of fire and
extended coverage insurance, written notice of the terms of the mutual waivers
contained in this subparagraph and to have the insurance policies properly
endorsed to reflect such waivers.

         12. LIABILITY AND INDEMNIFICATION. EXCEPT FOR ANY CLAIMS, RIGHTS OF
RECOVERY AND CAUSES OF ACTION THAT TENANT HAS RELEASED, LANDLORD SHALL
INDEMNIFY, PROTECT, HOLD HARMLESS AND DEFEND TENANT, ITS AGENTS, EMPLOYEES,
CONTRACTORS, PARTNERS, DIRECTORS, OFFICERS AND ANY AFFILIATES OF THE
ABOVE-MENTIONED PARTIES (COLLECTIVELY, THE "TENANT AFFILIATES") FROM AND AGAINST
ANY AND ALL OBLIGATIONS, SUITS, LOSSES, JUDGMENTS, ACTIONS, DAMAGES, CLAIMS OR
LIABILITY (INCLUDING WITHOUT LIMITATION, ALL COSTS, ATTORNEYS' FEES AND EXPENSES
INCURRED IN CONNECTION THEREWITH) IN CONNECTION WITH ANY LOSS, INJURY OR DAMAGE
(I) TO ANY PERSON OR PROPERTY WHATSOEVER OCCURRING IN, ON OR ABOUT THE PREMISES
OR ANY PART THEREOF AND/OR OF THE BUILDING FORMING A PART OF THE PREMISES, WHEN
SUCH INJURY OR DAMAGE SHALL BE CAUSED BY THE ACT, NEGLECT, FAULT OF, OR OMISSION
OF ANY DUTY WITH RESPECT TO THE SAME BY LANDLORD OR ANY LANDLORD AFFILIATES (AS
SUCH TERM IS HEREINAFTER DEFINED) OR INVITEES OR (II) ARISING FROM A BREACH,
VIOLATION OR NONPERFORMANCE OF ANY TERM, PROVISION, COVENANT OR AGREEMENT OF
LANDLORD HEREUNDER, OR A BREACH OR VIOLATION BY LANDLORD OF ANY COURT ORDER OR
ANY LAW, REGULATION OR ORDINANCE OF ANY FEDERAL, STATE, OR LOCAL AUTHORITY
(COLLECTIVELY, THE "TENANT LOSSES") EXCEPT TO THE EXTENT THE TENANT LOSSES ARE
CAUSED WHOLLY OR IN PART BY THE NEGLIGENCE OR INTENTIONAL MISCONDUCT OF TENANT
AND/OR ANY TENANT AFFILIATES, IN WHICH EVENT THIS INDEMNITY SHALL NOT APPLY TO
THE ALLOCABLE SHARE OF SUCH TENANT LOSSES RESULTING FROM THE NEGLIGENCE OR
INTENTIONAL MISCONDUCT OF TENANT AND/OR ANY TENANT AFFILIATES. EXCEPT FOR ANY
CLAIMS, RIGHTS OF RECOVERY AND CAUSES OF ACTION THAT LANDLORD HAS RELEASED,
TENANT SHALL INDEMNIFY, PROTECT, HOLD HARMLESS AND DEFEND LANDLORD, ITS AGENTS,
EMPLOYEES, CONTRACTORS, PARTNERS, DIRECTORS, OFFICERS AND ANY AFFILIATES OF THE
ABOVE-MENTIONED PARTIES (COLLECTIVELY THE "LANDLORD AFFILIATES") FROM AND
AGAINST ANY AND ALL OBLIGATIONS, SUITS, LOSSES, JUDGMENTS, ACTIONS, DAMAGES,
CLAIMS OR LIABILITY

                                       11
<PAGE>   16



(INCLUDING, WITHOUT LIMITATION, ALL COSTS, ATTORNEYS' FEES, AND EXPENSES
INCURRED IN CONNECTION THEREWITH) IN CONNECTION WITH ANY LOSS, INJURY OR DAMAGE
(I) TO ANY PERSON OR PROPERTY WHATSOEVER OCCURRING IN, ON OR ABOUT THE PREMISES
OR ANY PART THEREOF AND/OR OF THE BUILDING FORMING A PART OF THE PREMISES,
INCLUDING WITHOUT LIMITATION ELEVATORS, STAIRWAYS, PASSAGEWAYS OR HALLWAYS, THE
USE OF WHICH TENANT MAY HAVE IN ACCORDANCE WITH THIS LEASE, WHEN SUCH INJURY OR
DAMAGE SHALL BE CAUSED BY THE ACT, NEGLECT, FAULT OF, OR OMISSION OF ANY DUTY
WITH RESPECT TO THE SAME BY TENANT, OR ANY TENANT AFFILIATES, OR INVITEES, OR
(II) ARISING FROM A BREACH, VIOLATION OR NON-PERFORMANCE OF ANY TERM, PROVISION,
COVENANT OR AGREEMENT OF TENANT HEREUNDER, OR A BREACH OR VIOLATION BY TENANT OF
ANY COURT ORDER OR ANY LAW, REGULATION, OR ORDINANCE OF ANY FEDERAL, STATE OR
LOCAL AUTHORITY (COLLECTIVELY, THE "LANDLORD LOSSES"), EXCEPT TO THE EXTENT THE
LANDLORD LOSSES ARE CAUSED WHOLLY OR IN PART BY THE NEGLIGENCE OR INTENTIONAL
MISCONDUCT OF LANDLORD AND/OR LANDLORD AFFILIATES IN WHICH EVENT THIS INDEMNITY
SHALL NOT APPLY TO THE ALLOCABLE SHARE OF SUCH LANDLORD LOSSES RESULTING FROM
THE NEGLIGENCE OR INTENTIONAL MISCONDUCT OF LANDLORD AND/OR LANDLORD AFFILIATES.
IF ANY CLAIM IS MADE AGAINST LANDLORD OR LANDLORD AFFILIATES, OR AGAINST TENANT
OR TENANT AFFILIATES (AS APPLICABLE), THE INDEMNIFYING PARTY, AT ITS SOLE COST
AND EXPENSE, SHALL DEFEND ANY SUCH CLAIM, SUIT OR PROCEEDING BY OR THROUGH
ATTORNEYS SATISFACTORY TO THE INDEMNIFYING PARTY. THE PROVISIONS OF THIS
PARAGRAPH 12 SHALL SURVIVE THE EXPIRATION OR TERMINATION OF THIS LEASE WITH
RESPECT TO ANY CLAIMS OR LIABILITY OCCURRING PRIOR TO SUCH EXPIRATION OR
TERMINATION.

         13. USE. The portion of the Premises situated in the Building shall be
used only for the purpose of receiving, storing, shipping and selling (other
than retail) products, materials and merchandise made and/or distributed by
Tenant, for office purposes, and for such other lawful purposes as may be
incidental thereto. The portion of the Premises consisting of the Parking Tract
shall be used only for the purpose of the Parking Lot. Tenant acknowledges that
it does not intend to use the Premises to serve the public. Outside storage
(other than temporary storage not in excess of 5 days), including without
limitation, storage of trucks and other vehicles, is prohibited without
Landlord's prior written consent. Tenant shall be responsible for complying with
(i) all governmental laws, ordinances and regulations applicable to the use and
occupancy of the Premises, and promptly shall comply with all governmental
orders and directives for the correction, prevention and abatement of nuisances
in or upon, or connected with, the Premises, all at Tenant's sole expense, (ii)
the requirements of all deed restrictions, restrictive covenants and other
covenants, conditions and restrictions affecting the Building and/or the Land,
and (iii) the requirements of "Alliance Development Guidelines" as may exist
from time to time, and all amendments thereto so long as such amendments do not
unreasonably interfere with Tenant's use of the Premises for the permitted use
under this Paragraph 13. Tenant shall not permit any objectionable or unpleasant
odors, smoke, dust, gas, noise or vibrations to emanate from the Premises, nor
take any other action that would constitute a nuisance or would disturb,
unreasonably interfere with, or endanger Landlord.

         14. INSPECTION. Landlord and Landlord's agents and representatives
shall have the right to enter the Premises at all reasonable times, upon prior
reasonable notice, to (i) inspect the Premises, (ii) make such repairs as may be
required or permitted pursuant to this Lease, and (iii) show the Premises to
prospective purchasers of, or parties who are anticipated to provide financing
with respect to, the Premises. Notwithstanding the foregoing, Landlord shall
have the right to enter the Premises at any time, without notice to Tenant, in
case of an emergency posing a threat to persons or property. During the period
that is six (6) months prior to the end of the Lease Term, upon 24 hours' prior
telephonic notice to Tenant, Landlord and Landlord's representatives may enter
the Premises during business hours for the purpose of showing the Premises. In
addition, Landlord shall have the right to erect a suitable sign on the Premises

                                       12


<PAGE>   17




stating the Premises are available. Prior to vacating the Premises Tenant shall
arrange to meet with Landlord for a joint inspection of the Premises to be
conducted prior to Tenant's vacating.

         15. ASSIGNMENT AND SUBLETTING

         A. Tenant shall not assign (either voluntarily, nor permit assignment
by operation of law), sublet, transfer or encumber this Lease, or any interest
therein, without the prior written consent of Landlord; provided, however,
Tenant may without Landlord's prior written consent (but with prompt written
notice to Landlord following any such transaction) assign this Lease or sublet
the Premises to any entity that controls, is controlled by, or is under common
control with, Tenant (individually, an "Affiliate"). Landlord agrees that it
shall not unreasonably withhold its consent to any assignment or subletting
proposed to be entered into by Tenant. In considering whether it should consent
to any subletting or assignment requested by Tenant, Landlord may take into
consideration (among other factors) the credit standing of the proposed assignee
or subtenant, the purpose for which the Premises would be used by the proposed
assignee or subtenant (including whether such use would violate any exclusive
rights that might be in existence and by which Landlord may be bound, or violate
any deed restrictions, restrictive covenants, covenants, conditions and
restrictions, or the "Alliance Developments Guidelines," as may then be in
existence, it being understood and agreed that Landlord shall have the right to
refuse its consent if the proposed use by the assignee or subtenant would result
in any such violation), the length of the proposed sublease, the business
reputation of the proposed assignee or subtenant, whether the proposed
assignee's or subtenant's operations would involve use of hazardous substances,
and all other relevant factors. Any attempted assignment, subletting, transfer
or encumbrance by Tenant in violation of the terms and covenants of this
Paragraph shall be void. No assignment, subletting or other transfer, whether
consented to by Landlord or not, shall relieve Tenant of its liability
hereunder. In the event Tenant desires to sublet the Premises, or any portion
thereof, or assign this Lease, Tenant shall give written notice thereof to
Landlord within a reasonable time prior to the proposed commencement date of
such subletting or assignment, which notice shall set forth the name of the
proposed sublessee or assignee, the relevant terms of any sublease or assignment
and copies of financial reports and other relevant financial information of the
proposed sublessee or assignee.

         B. In addition to, but not in limitation of, Landlord's right to
approve of any sublessee or assignee, Landlord shall have the option, in its
sole discretion, in the event of any proposed subletting for the remaining
unexpired Term of the Lease or assignment, to terminate this Lease, or in case
of a proposed subletting of less than the entire Premises for the remaining
unexpired Term of the Lease, to recapture the portion of the Premises to be
sublet, as of the date the subletting or assignment is to be effective. The
option shall be exercised, if at all, by Landlord giving Tenant written notice
thereof within ten business days following Landlord's receipt of Tenant's
written notice as required above. If this Lease shall be terminated with respect
to the entire Premises pursuant to this Paragraph, the Term of this Lease shall
end on the date stated in Landlord's notice as the effective date of the
sublease or assignment as if that date had been originally fixed in this Lease
for the expiration of the Term hereof; provided, however, that effective on such
date Tenant shall pay Landlord all amounts, as reasonably estimated by Landlord,
payable by Tenant to such date with respect to taxes, insurance, repairs,
maintenance, restoration and other obligations, costs or charges which are the
responsibility of Tenant hereunder. Further, upon any such cancellation Landlord
and Tenant shall have no further obligations or liabilities to each other under
this Lease, except with respect to obligations or liabilities which have accrued
hereunder as of such cancellation date (in the same manner as if such
cancellation date were the date originally fixed in this Lease for the
expiration of the Term hereof) and except for those obligations and liabilities
which, by the express terms of this Lease, are to survive any expiration or
termination hereof. If Landlord recaptures only a portion of the Premises under
this Paragraph (i) the Base Rent (with respect to only that portion of the
Premises situated in the Building that is so sublet) during the unexpired Term
hereof shall abate proportionately (based on the rent per square foot contained
in this Lease as of the date immediately prior to such recapture), (ii) Tenant's
proportionate share with respect to the Premises (other than the Parking Tract)
shall be adjusted from and after the date of the recapture so that the numerator
is the number of square feet of space in the Building that are not so
recaptured, and the denominator is 93,764, and (iii) Tenant's proportionate
share with respect to the Parking Tract shall be adjusted in a manner that is
fair and equitable under all of the circumstances (considering, among other
relevant factors, whether proposed sublessee is to use parking on the Parking
Tract). Tenant shall, at Tenant's own cost and expense, discharge in full any
outstanding commission obligation which may be due and owing in connection with
any proposed assignment or subletting, whether or not the Premises are
recaptured pursuant hereto and rented by Landlord to the proposed tenant or any
other tenant.


                                       13
<PAGE>   18



         C. Upon the occurrence of an assignment or subletting, whether or not
consented to by Landlord, or mandated by judicial intervention, Tenant hereby
assigns, transfers and conveys to Landlord all rents or other sums received or
receivable by Tenant under any such assignment or sublease, which are in excess
of the rents and other sums payable by Tenant under this Lease, and agrees to
pay such amounts to Landlord within ten (10) days after receipt; provided,
however, Tenant shall first be reimbursed out of such excess for any and all
reasonable finish-out expenses, real estate brokerage commissions, attorneys'
fees and other sums incurred by Tenant in connection with such assignment or
subletting.

         D. If this Lease is assigned to any person or entity pursuant to the
provisions of the United States Bankruptcy Code, 11 U.S.C. ss. 101 et. seq. (the
"Bankruptcy Code"), any and all monies or other consideration payable or
otherwise to be delivered in connection with such assignment shall be paid or
delivered to Landlord, shall be and remain the exclusive property of Landlord
and shall not constitute property of Tenant or of the estate of Tenant within
the meaning of the Bankruptcy Code. Any and all monies or other considerations
constituting Landlord's property under the preceding sentence not paid or
delivered to Landlord shall be held in trust for the benefit of Landlord and be
promptly paid or delivered to Landlord. Any person or entity to which this Lease
is assigned pursuant to the provisions of the Bankruptcy Code, shall be deemed,
without further act or deed, to have assumed all of the obligations arising
under this Lease on and after the date of such assignment. Any such assignee
shall upon demand execute and deliver to Landlord an instrument confirming such
assumption.

         E. Any assignee, sublessee or transferee of Tenant's interest in this
Lease (all such assignees, sublessees and transferees being hereinafter referred
to as "Transferees"), by accepting any such assignment, sublease or transfer
shall be deemed to have assumed Tenant's obligations hereunder, and shall be
deemed to have assumed liability to Landlord for all amounts paid to persons
other than Landlord by such Transferees. If an Event of Default occurs while the
Premises or any part thereof are assigned or sublet, then Landlord, in addition
to any other remedies herein provided, or provided by law, may collect directly
from such Transferee all rents payable to the Tenant and apply such rent against
any sums due Landlord hereunder. No such collection shall be construed to
constitute a novation or a release of Tenant from the further performance of
Tenant's obligations hereunder.

         F. Any merger or consolidation of Tenant shall not require Landlord's
consent so long as the surviving entity in such merger or consolidation has a
net worth (determined in accordance with generally accepted accounting
principles, consistently applied) immediately following such merger or
consolidation that is equal to or greater than Tenant's net worth (as so
determined) immediately prior to such merger or consolidation.

         16. CONDEMNATION.

         A. If due to any taking for any public or quasi-public use under
governmental law, ordinance or regulation, or by right of eminent domain, or by
a conveyance in lieu thereof ("Taking") (i) any portion of the parking areas
constituting a part of the Project are taken such that, following the Taking,
the remainder of the Premises are rendered untenantable, or (ii) any portion of
the Land is taken such that access to the Building would be materially impaired
as a result of the Taking, or (iii) more than 25% of the Building is taken, or
(iv) such portion of the Building is taken as would render the remainder of the
Premises untenantable, this Lease shall terminate upon written notice from
Tenant to Landlord sent within 30 days following the Taking and the rent shall
be abated during the unexpired portion of this Lease, effective on the date of
such Taking. Notwithstanding the foregoing if Tenant gives notice of termination
as a result of a Taking pursuant to clauses (i) or (ii) above, Landlord shall
have the right (but not the obligation) to substitute an alternative parcel of
Land ("Substitute Parcel") owned by Landlord or its affiliates, or alternative
areas for such lost parking and access ("Substitute Areas"), for the purpose of
providing access and parking to Tenant in lieu of access and parking that are
lost as a result of such Taking. Landlord may give Tenant written notice
("Substitution Notice") that



                                       14

<PAGE>   19



Landlord so elects to provide the Substitute Parcel or Substitute Areas for such
purposes, which Substitution Notice, if given by Landlord, shall be given within
30 days after Tenant's termination notice. If Landlord gives the Substitution
Notice and if the Substitution Parcel or Substitute Areas are reasonably
acceptable to Tenant as being a reasonable substitute for the access and parking
lost as result of such Taking: (i) Tenant's termination notice shall be ipso
facto null and void and this Lease shall continue in full force and effect, and
(ii) the parties shall promptly (but in all events within 30 days after the date
of the Substitution Notice) enter into an amendment to this Lease whereby (A) if
a Substitute Parcel is provided, the Substitute Parcel is substituted for the
areas so taken and (B) Tenant agrees to pay rent for the Substitute Parcel (in
lieu of the rent which is otherwise abated under the preceding provisions of
this Paragraph 16) at a rate which is fair and equitable under all of the
circumstances.

         For purposes of this Paragraph 16(A), access shall be deemed to be
"materially impaired" only if access to the Building following the Taking
would be reduced to such an extent as to prevent Tenant from conducting its
business at the Premises in a manner reasonably comparable to Tenant's conduct
of its business at the Premises prior to the Taking.

         For purposes of this Paragraph 16(A), "untenantable" shall mean that
following the Taking the Premises would be unfit for Tenant's continued
operation of its business in a manner reasonably comparable to Tenant's conduct
of its business at the Premises prior to the Taking.

         B. If this Lease is not terminated under Section 16(A) above as a
result of a Taking, this Lease shall continue in full force and effect but the
rent payable hereunder during the unexpired portion of this Lease shall be
reduced to such extent as may be fair and reasonable under all of the
circumstances (but without, duplication of any other rental abatement under
Paragraph 16(A) above).

         C. All compensation awarded in connection with or as a result of any
condemnation proceedings affecting the Premises (or any portion thereof) shall
be the property of Landlord; and Tenant hereby assigns any interest in any such
award to Landlord. Notwithstanding the foregoing, Landlord shall have no
interest in any award made to Tenant for loss of business or goodwill or for the
taking of Tenant's fixtures and improvements (it being agreed that Tenant may
pursue such award from the condemning authority).

         17. HOLDING OVER. At the expiration of this Lease, Tenant immediately
shall deliver possession of the Premises to Landlord with all repairs and
maintenance required herein to be performed by Tenant completed. If, for any
reason, Tenant retains possession of the Premises or any part thereof after such
expiration, or fails to complete any repairs required hereby, then Landlord may,
at its option, serve written notice upon Tenant that such holding over
constitutes either (i) the creation of a month to month tenancy, upon the terms
and conditions set forth in this Lease, or (ii) creation of a tenancy at
sufferance, in any case upon the terms and conditions set forth in this Lease;
provided, however, that the monthly rental (or daily rental under (ii)) shall,
in addition to all other sums which are to be paid by Tenant hereunder, whether
or not as additional rent, be equal to 150% of the rental being paid monthly to
Landlord under this Lease immediately prior to such expiration (prorated in the
case of (ii) on the basis of a 365-day year for each day Tenant remains in
possession). If no such notice is served, then a tenancy at sufferance shall be
deemed to be created at the rent in the preceding sentence. If Tenant holds over
beyond the 30th day following the end of the Lease Term, Tenant shall also pay
to Landlord all damages sustained by Landlord resulting from retention of
possession by Tenant, including the loss of any proposed subsequent tenant for
any portion of the Premises. The provisions of this paragraph shall not
constitute a waiver by Landlord of any right of re-entry as herein set forth;
nor shall receipt of any rent or any other act in apparent affirmance of the
tenancy operate as a waiver of the right to terminate this Lease for a breach of
any of the terms, covenants, or obligations herein on Tenant's part to be
performed. No holding over by Tenant, whether with or without consent of
Landlord, shall operate to extend this Lease except as otherwise expressly
provided. The preceding provisions of this Paragraph 17 shall not be construed
as consent for Tenant to retain possession of the Premises in the absence of
written consent thereto by Landlord.


                                       15
<PAGE>   20



         18. QUIET ENJOYMENT. Landlord represents to Tenant that Landlord has
the authority to enter into this Lease and that so long as Tenant pays all
amounts due hereunder and performs all other covenants and agreements herein set
forth and is not in default beyond any cure period, Tenant shall peaceably and
quietly have, hold and enjoy the Premises for the Term hereof without hindrance
from Landlord subject to the terms and provisions of this Lease.

         19. EVENTS OF DEFAULT. The following events (herein individually
referred to as an "Event of Default") each shall be deemed to be an event of
default by Tenant under this Lease:

         A. Tenant shall fail to pay any installment of the Base Rent herein
reserved when due, or any other payment or reimbursement to Landlord required
herein when due, and such failure shall continue for a period of ten (10) days
from the date Tenant receives written notice of such failure (provided that
Tenant shall be entitled to such notice and opportunity to cure on only two
occasions during any 12-month period).

         B. The Tenant or any guarantor of the Tenant's obligations hereunder
shall: (i) become insolvent; (ii) admit in writing its inability to pay its
debts; (iii) make a general assignment for the benefit of creditors; (iv)
commence any case, proceeding or other action seeking to have an order for
relief entered on its behalf as a debtor or to adjudicate it a bankrupt or
insolvent, or seeking reorganization, arrangement, adjustment, liquidation,
dissolution or composition of it or its debts under any law relating to
bankruptcy, insolvency, reorganization or relief of debtors, or seeking
appointment of a receiver, trustee, custodian or other similar official for it
or for all or of any substantial part of its property; or (v) take any action to
authorize or in contemplation of any of the actions set forth above in this
Paragraph.

         C. Any case, proceeding or other action against the Tenant or any
guarantor of the Tenant's obligations hereunder shall be commenced seeking: (i)
to have an order for relief entered against it as debtor or to adjudicate it a
bankrupt or insolvent; (ii) reorganization, arrangement, adjustment,
liquidation, dissolution or composition of it or its debts under any law
relating to bankruptcy, insolvency, reorganization or relief of debtors; (iii)
appointment of a receiver, trustee, custodian or other similar official for it
or for all or any substantial part of its property, and such case, proceeding or
other action (a) results in the entry of an order for relief against it which is
not fully stayed within seven (7) business days after the entry thereof or (b)
shall remain undismissed for a period of forty-five (45) days.

         D. Tenant shall (i) vacate, desert, or abandon all or a substantial
portion of the Premises, or threaten to do so or (ii) fail to continuously
operate its business at the Premises for the permitted use set forth herein,
whether or not Tenant is in default in payment of the rental payments due under
this Lease. (It is acknowledged that Landlord's remedies for an Event of Default
solely by virtue of this Paragraph 19D shall be governed by Paragraph 20(J)
below).

         E. Tenant shall fail to discharge any lien placed upon the Premises, or
shall fail to contest same in accordance with Paragraph 22 below, within thirty
(30) days after any such lien or encumbrance is filed against the Premises.

         F. Tenant shall fail to comply with any term, provision or covenant of
this Lease (other than those listed above in this Paragraph 19), and shall not
cure such failure within thirty (30) days after written notice thereof to Tenant
(provided, however, if such failure cannot through the exercise of reasonable
diligence be cured within such 30-day period, an Event of Default shall not be
deemed to have occurred so long as Tenant commences its curative efforts within
such 30-day period and thereafter diligently prosecutes same to completion).

         20. REMEDIES.

         A. Upon each occurrence of an Event of Default, Landlord shall have the
option to pursue, without any notice or demand, any one or more of the following
remedies and/or any other remedies to which Landlord is entitled at law or in
equity:


                                       16
<PAGE>   21



                  (1) Terminate this Lease, in which event Tenant shall
         immediately surrender the Premises to Landlord. If Tenant fails to do
         so, Landlord may, without any further notice and without prejudice to
         any other remedy Landlord may have for possession or arrearages in
         rental, enter upon and take possession of the Premises and remove
         Tenant and its effects without being liable for prosecution or any
         claim for damages therefor, and Tenant shall indemnify Landlord for all
         loss and damage which Landlord may suffer by reason of such
         termination, whether through inability to relet the Premises or
         otherwise, including any loss of rental for the remainder of the Term.

                  (2) If the Event of Default relates to nonpayment of Base Rent
         or any other monetary sum due hereunder, terminate this Lease, in which
         event Tenant's default shall be deemed a total and entire breach of
         Tenant's obligations under this Lease and Tenant immediately shall
         become liable for damages in an amount equal to the excess of (i) the
         total rental for the remainder of the Term, discounted at the Prime
         Rate (hereinafter defined) to the then present value, together with all
         other expenses incurred by Landlord in connection with Tenant's
         default, all sums due pursuant to Paragraph 20B below, and the unpaid
         rental due as of the date of termination, over (ii) the fair market
         rental value of the Premises for the balance of the Term, discounted at
         the Prime Rate to the then present value. For the purposes of clause
         (i) above, the components of monthly rent (other than Base Rent) for
         the remainder of the Term shall be deemed to be equal to the respective
         monthly amounts thereof as were due and payable during the month in
         which the Lease was terminated. It is acknowledged, intended and agreed
         that the amounts which Landlord is entitled to recover under this
         Paragraph 20A(2) constitute liquidated damages and not a penalty for
         Tenant's defaults related to nonpayment of rental. Such amounts
         constitute the parties' best, good faith, and reasonable estimate of
         the damages which would be suffered by Landlord in the event any such
         default occurs, the exact amount of such damages being difficult or
         impractical to calculate.

                  (3) Enter upon and take possession of the Premises as Tenant's
         agent without terminating this Lease and without being liable for
         prosecution or any claim for damages therefor, and Landlord may relet
         the Premises as Tenant's agent and receive the rental therefor, in
         which event Tenant shall pay to Landlord on demand all sums due
         pursuant to Paragraph 20B below, together with any deficiency that may
         arise by reason of such reletting.

                  (4) Do whatever Tenant is obligated to do under this Lease and
         enter the Premises, without being liable for prosecution or any claim
         for damages therefor, to accomplish such purpose. Tenant shall
         reimburse Landlord immediately upon demand for any expenses which
         Landlord incurs in thus effecting compliance with this Lease on
         Tenant's behalf, together with interest thereon at the highest lawful
         rate from the date Landlord incurs the expense in question until
         Landlord is reimbursed therefor.

                  (5) Require Tenant to pay any rental in quarterly installments
         in advance of each calendar quarter during the Term by certified or
         cashier's check.

                  (6) Without notice, alter the locks and any other security
         device or devices which allow Tenant access to the Premises or the
         Building of which the Premises form a part, and Landlord shall not be
         required to provide a new key or right of access to Tenant, and
         restrict or terminate any right to use parking facilities associated
         with the Building as well as utility services to the Premises. This
         Paragraph 20A(6) is intended to and shall supersede the provisions of
         Section 93.002 of the Texas Property Code.

         B. Upon the occurrence of an Event of Default, in addition to any other
sum provided to be paid herein, but without duplication, Tenant also shall be
liable for and shall pay to Landlord: (i) brokers' fees incurred by Landlord in
connection with reletting the whole or any part of the Premises; (ii) the costs
of removing and storing Tenant's or other occupant's property; (iii) the costs
of repairing, altering, remodeling or otherwise putting the Premises into
condition acceptable to a new tenant or tenants; (iv) all reasonable expenses
incurred in marketing the Premises and (v) all reasonable expenses incurred by
Landlord in enforcing or defending


                                       17
<PAGE>   22



Landlord's rights and/or remedies. If either party hereto institutes any action
or proceeding to enforce any provision hereof by reason of any alleged breach of
any provision of this Lease, the prevailing party shall be entitled to receive
from the losing party all reasonable attorneys' fees and all court costs in
connection with such proceeding.

         C. In the event Tenant fails to make any payment due hereunder when
payment is due, and such failure continues for 5 days after the date on which
such payment is due, to help defray the additional cost to Landlord for
processing such late payments, Tenant shall pay to Landlord on demand a late
charge in an amount equal to five percent (5%) of such payment (provided,
however, if such failure occurs on two (2) occasions during any 12-month period,
then on the third (3rd) and any subsequent failure by Tenant to make any payment
hereunder on the date on which the same is due, Tenant shall not be entitled to
such 5-day grace period and, instead, such late charge shall be due and payable
if such payment is not received by Landlord on the due date therefor). The
provision for such late charge shall be in addition to all of Landlord's other
rights and remedies hereunder or at law and shall not be construed as liquidated
damages or as limiting Landlord's remedies in any manner.

         D. Exercise by Landlord of any one or more remedies hereunder granted
or otherwise available shall not be deemed to be an acceptance of surrender of
the Premises by Landlord, whether by agreement or by operation of law, it being
understood that such surrender can be effected only by the written agreement of
Landlord and Tenant. Tenant and Landlord further agree that forbearance by
Landlord to enforce its rights pursuant to this Lease, at law or in equity,
shall not be a waiver of Landlord's right to enforce one or more of its rights
in connection with that or any subsequent default.

         E. The term "Prime Rate" as used herein shall mean the per annum "prime
rate" of interest as published, on the date on which this Lease is terminated in
accordance with this Paragraph 20, by The Wall Street Journal, Southwest
Edition, in its listing of "Money Rates," or if The Wall Street Journal is not
published on the date on which this Lease is terminated, then the "prime rate"
of interest as published in The Wall Street Journal on the most recent date
prior to the date on which this Lease is so terminated.

         F. If Landlord fails to perform any of its obligations hereunder within
thirty (30) days after written notice from Tenant specifying in detail such
failure (or if the failure cannot be corrected, through the exercise of
reasonable diligence, within such 30-day period, if Landlord does not commence
to correct same within such 30-day period and thereafter diligently prosecute
same to completion), Tenant's sole and exclusive remedy shall be (i) an action
for damages or (ii) if such failure can be cured by the payment of money, Tenant
shall have the right to cure such failure on behalf of Landlord and, in
connection therewith, expend such reasonable sums as are reasonably necessary to
cure such failure. Unless and until Landlord fails to so cure any default after
such notice, Tenant shall not have any remedy or cause of action by reason
thereof. In the event Tenant exercises its rights under clause (ii) of this
Paragraph 20(F), then Landlord agrees to reimburse Tenant for all reasonable
sums so expended by Tenant in curing any such failure of Landlord; provided,
however, if Landlord fails to so reimburse Tenant, Tenant's sole and exclusive
remedy shall be to institute a lawsuit for damages against Landlord to recover
such sums. In no event shall Tenant have the right to offset or deduct any sums
or damages which are owed by Landlord to Tenant against any amounts that are
owed by Tenant to Landlord hereunder. All obligations of Landlord hereunder will
be construed as covenants, not conditions; and all such obligations will be
binding upon Landlord only during the period of its ownership of the Premises
and not thereafter. The term "Landlord" shall mean only the owner, for the time
being of the Premises, and in the event of the transfer by such owner of its
interest in the Premises, such owner shall thereupon be released and discharged
from all covenants and obligations of the Landlord thereafter accruing, but such
covenants and obligations shall be binding during the Lease Term upon each new
owner for the duration of such owner's ownership. Notwithstanding any other
provision hereof, Landlord shall not have any personal liability hereunder. In
the event of any breach or default by Landlord of any term or provision of this
Lease, Tenant agrees to look solely to the equity or interest then owned by
Landlord in the Premises; however, in no event, shall any deficiency judgment or
any money judgment of any kind be sought or obtained against any Landlord.



                                       18
<PAGE>   23



         G. The limitations on Landlord's liability under the last two sentences
of Paragraph 20F are subject to the terms of this Paragraph 20G. In the event
Landlord shall transfer all or any part of its interest in the Project (the term
"transfer" for the purposes hereof shall not include the granting of a deed of
trust, mortgage or other security interest with respect to the Project, or any
portion thereof or any interest therein, or the foreclosure or granting of a
deed in lieu of foreclosure with respect thereto), Landlord shall give Tenant
notice of the transfer ("Sale Notice"), which Sale Notice shall be given
promptly (but not later than 30 days) following the transfer and which Sale
Notice shall be deemed to have been given upon Landlord's request for an
estoppel certificate from Tenant with respect to the transfer. Tenant shall
notify Landlord in writing ("Claim Notice") within thirty (30) days after the
receipt of the Sale Notice of any claim or potential claims (specified in
reasonably sufficient detail for Landlord to understand the claim and made in
good faith) which accrued against Landlord prior to the date of transfer. If the
transfer is completed, an amount equal to the net sales proceeds received by
Landlord from such transfer shall constitute the sole assets against which
Tenant may proceed (as to breaches by transferor only) as long as the claim
relating thereto was specified in the Claim Notice and Tenant commences an
action to recover on such claim within six (6) months after the date the Sale
Notice is given; otherwise, neither Landlord nor the transferee shall have any
liability for obligations which accrued prior to the date of transfer. Tenant
shall keep confidential the nature of any proposed transfer revealed by Landlord
as well as the identity of the proposed transferee until the same become
publicly known.

         Notwithstanding the right given Tenant to proceed against net sales
proceeds as provided hereinabove, Tenant shall not have a lien against such
proceeds nor shall Tenant have the right to stop or delay any transfer or
require escrowing of funds in connection therewith. The provisions contained in
the last two sentences of Paragraph 20F are not intended to, and shall not,
limit any right that Tenant might otherwise have to obtain injunctive relief
against Landlord or Landlord's successors in interest or to institute a suit in
connection with enforcement or collection of amounts which may become payable
(subject to superior claims that any mortgagee may have) with respect to
insurance maintained by Landlord relating to the Building.

         Notwithstanding anything to the contrary contained herein, Tenant's
rights to proceed against net sales proceeds and with respect to insurance
maintained against the Building, pursuant to the preceding provisions of this
Paragraph 20G, shall be inapplicable to, and shall not be enforceable against,
any mortgagee who succeeds to the interest of any Landlord by foreclosure (or
conveyance in lieu thereof).

         H. If Landlord repossesses the Premises pursuant to the authority
herein granted, then Landlord shall have the right to remove and store, all of
the furniture, fixtures and equipment at the Premises, including that which is
owned by or leased to Tenant at all times prior to any foreclosure thereon by
Landlord or repossession thereof by any landlord thereof or third party having a
lien thereon. Landlord also shall have the right to relinquish possession of all
or any portion of such furniture, fixtures, equipment and other property to any
person ("Claimant") who presents to Landlord a copy of any instrument reasonably
determined by Landlord to have been executed by Tenant (or any predecessor of
Tenant) granting Claimant the right under various circumstances to take
possession of such furniture, fixtures, equipment or other property, without the
necessity on the part of Landlord to inquire into the authenticity or legality
of said instrument. The rights of Landlord herein stated shall be in addition to
any and all other rights that Landlord has or may hereafter have at law or in
equity; and Tenant stipulates and agrees that the rights herein granted Landlord
are commercially reasonable.

         I. Notwithstanding anything in this Lease to the contrary, all amounts
payable by Tenant to or on behalf of Landlord under this Lease, whether or not
expressly denominated as rent, shall constitute rent.

         J. Notwithstanding anything to the contrary contained herein, if an
Event of Default exists hereunder solely because of the event described in
Paragraph 19(D) of this Lease (i.e., no other Event of Default exists under
this Lease except for the Event of Default described in said Paragraph 19(D)),
and so long as Tenant keeps the Premises secure from vandalism and


                                       19

<PAGE>   24


unauthorized users, Landlord's sole remedy on account of such Event of Default
shall be to terminate this Lease by written notice delivered to Tenant in which
event this Lease shall terminate and the parties shall have no further rights or
obligations hereunder (other than such rights and obligations as have accrued as
of the effective date of such termination and such rights and obligations as are
expressly provided herein as surviving the expiration or termination of this
Lease). The limitation on Landlord's remedies contained in the immediately
preceding sentence shall not apply if another Event of Default (in addition to
the Event of Default described in Paragraph 19(D)) exists, or if Tenant fails to
so keep the Premises secure from vandalism and unauthorized users, in which
event Landlord shall be entitled to pursue any one or more of its remedies under
this Lease, at law and/or in equity.

         21. MORTGAGES. Tenant accepts this Lease subject and subordinate to any
mortgages and/or deeds of trust now or at any time hereafter constituting a lien
or charge upon the Premises or the improvements situated thereon; provided,
however, that if the mortgagee, trustee, or holder of any such mortgage or deed
of trust elects to have Tenant's interest in this Lease superior to any such
instrument, then by notice to Tenant from such mortgagee, trustee or holder,
this Lease shall be deemed superior to such lien, whether this Lease was
executed before or after said mortgage or deed of trust. Tenant, at any time
hereafter on demand, shall execute any instruments, releases or other documents
that may be required by any mortgagee, trustee or holder for the purpose of
subjecting and subordinating this Lease to the lien of any such mortgage or deed
of trust. If any future mortgagee or beneficiary under a mortgage or deed of
trust hereafter placed upon the Premises desires to subordinate its mortgage or
deed of trust to this Lease, Tenant agrees that it shall promptly execute such
instruments as may be reasonably required by such mortgagee or beneficiary in
order to effect such subordination (Tenant agreeing that an instrument in
substantially the form of Exhibit "I" attached hereto and made hereof is
acceptable to Tenant). Landlord agrees to obtain and deliver to Tenant a
subordination non-disturbance and attornment agreement in substantially the form
attached hereto as Exhibit "H" and made a part hereof ("SNDA") executed by
Landlord's current mortgagee with respect to the Building. Tenant agrees to
enter into the SNDA with such mortgagee promptly upon Landlord's request
therefor. Notwithstanding the foregoing, the subordination of this Lease to any
mortgage or deed of trust that is hereafter placed upon the Building is
expressly conditioned upon Tenant and the mortgagee or beneficiary under any
such mortgage or deed of trust entering into an SNDA in a form reasonably
acceptable to Tenant (Tenant hereby agreeing that an SNDA substantially in the
form that is attached hereto as Exhibit "H" and made a part hereof is acceptable
to Tenant). Tenant agrees to enter into such SNDA with any such mortgagee or
beneficiary promptly upon Landlord's request therefor.

         22. MECHANIC'S LIENS. Tenant has no authority, express or implied, to
create or place any lien or encumbrance of any kind or nature whatsoever upon
the interest of Landlord or Tenant in the Premises or to charge the rentals
payable hereunder for any claim in favor of any person dealing with Tenant,
including those who may furnish materials or perform labor for any construction
or repairs. Tenant covenants and agrees that it will pay or cause to be paid all
sums legally due and payable by it on account of any labor performed or
materials furnished in connection with any work performed by or on behalf of
Tenant on the Premises and that it will save and hold Landlord harmless from any
and all loss, cost or expense based on or arising out of asserted claims or
liens against the leasehold estate or against the right, title and interest of
the Landlord in the Premises or under the terms of this Lease arising from such
work. Tenant agrees to give Landlord prompt written notice of the placing of any
lien or encumbrance against the Premises. If any mechanics' or materialmen's
lien ("M&M Lien") is ever asserted or placed against or attaches to the Project
or any portion thereof as a result of any act or omission of Tenant or its
agents, then in lieu of paying the claim relating to such M&M Lien Tenant shall
have the right to contest the assertion, placement or attachment of such M&M
Lien so long as (i) prior to any such contest (and no later than 30 days after
such lien has been filed) Tenant at its sole expense provides to Landlord a bond
indemnifying against such M&M Lien that complies with Chapter 53, Subchapter H
of the Texas Property Code (as amended from time to time) or its successor law,
and (ii) Tenant contests such M&M Lien diligently and in good faith; provided,
however, the foregoing right of Tenant to contest any such M&M Lien shall not
impair or otherwise affect Tenant's indemnification obligations with respect to
such M&M Lien. If any lien is asserted against the


                                       20
<PAGE>   25



Premises due to acts of Landlord or its agents or contractors, Tenant shall not
be obligated to remove such lien (it being agreed that the removal of such lien
shall be Landlord's obligation).

         Landlord covenants and agrees that it will pay or cause to be paid all
sums legally due and payable by it on account of any labor performed or
materials furnished in connection with any work performed by or on behalf of
Landlord on the Premises and that it will save and hold Tenant harmless from any
and all loss, cost or expense based on or arising out of asserted claims or
liens against the leasehold estate or against the right, title and interest of
Tenant in the Premises or under the terms of this Lease arising from such work.
If any M&M Lien is ever asserted or placed against or attaches to the Project or
any portion thereof as a result of any act or omission of Landlord or its
agents, then in lieu of paying the claim relating to such M&M Lien Landlord
shall have the right to contest the assertion, placement or attachment of such
M&M Lien so long as (i) prior to any such contest (and no later than 30 days
after such lien has been filed) Landlord at its sole expense provides to Tenant
a bond indemnifying against such M&M Lien that complies with Chapter 53,
Subchapter H of the Texas Property Code (as amended from time to time) or its
successor law, and (ii) Landlord contests such M&M Lien diligently and in good
faith; provided, however, the foregoing right of Landlord to contest any such
M&M Lien shall not impair or otherwise affect Landlord's indemnification
obligations with respect to such M&M Lien. If any lien is asserted against the
Premises due to acts of Tenant or its agents or contractors, Landlord shall not
be obligated to remove such lien (it being agreed that the removal of such lien
shall be Tenant's obligation).

         23. HAZARDOUS MATERIALS. (a) Tenant shall never incorporate into, or
dispose of, at, in or under the Premises, the Building or the Land any toxic or
hazardous materials (as defined hereafter) in violation of applicable laws.
Tenant further agrees not to use at, place in, or store at the Premises any
toxic or hazardous materials, except for those toxic or hazardous materials that
are either (i) office supplies or (ii) cleaning materials that are generally
considered to be a household cleaner and are purchased in a container not larger
than one (1) gallon and then only if (i) all such toxic or hazardous materials,
supplies and materials are properly labeled and contained, (ii) all such toxic
or hazardous materials are stored, handled, transported and disposed of in
accordance with highest accepted industry standards and all applicable laws,
rules and regulations, and (iii) if a material safety data sheet is required
under applicable laws to accompany the toxic or hazardous materials, supplies or
materials, a copy of such current material safety data sheet is provided to
Landlord. For purposes of this Lease, "toxic or hazardous materials" shall mean
hazardous or toxic chemicals or any materials containing hazardous or toxic
chemicals at levels or content which cause such materials to be classified as
hazardous or toxic as then prescribed by the highest industry standards or by
the then current levels or content as set from time to time by the U.S.
Environmental Protection Agency ("EPA") or the U.S. Occupational Safety and
Health Administration ("OSHA") or as defined under 29 CFR 1910 or 29 CFR 1925 or
other applicable governmental laws, rules or regulations. In the event there is
a spill of a toxic or hazardous materials caused by Tenant or its agents,
invitees or contractors (other than permitted office supplies and cleaning
supplies) at the Premises, the Building or the Land, Tenant shall notify
Landlord of the method, time and procedure for any clean-up and removal of such
toxic or hazardous materials; and, Landlord shall have the right to require
reasonable changes in such method, time or procedure to the extent necessary for
such method, timing or procedures to comply with the highest accepted industry
standards and applicable laws, rules and regulations. In the event there is a
spill of a toxic or hazardous material that comes from office supplies in the
Premises, Tenant shall notify Landlord if the spill would in any way endanger or
pose a threat to Tenant's employees, Building maintenance or custodial
personnel, other Building tenants or the general public. In the event of any
breach of this provision by Tenant or any contamination of the Premises, the
Building or the Land, by Tenant, Tenant shall pay all costs for the removal or
abatement or clean-up of any toxic or hazardous materials caused by Tenant or
its agents, invitees or contractors at the Premises, the Building and the Land.
If any lender or governmental agency shall ever require testing to ascertain
whether or not there has been any release of hazardous materials, then, if the
release is caused by Tenant or any Tenant Affiliate, the reasonable costs of
such testing shall be reimbursed by Tenant to Landlord upon demand as additional
charges if such requirement applies to the Premises. In addition, Tenant shall
execute affidavits, representations and the like from time to time at Landlord's
request concerning Tenant's best knowledge and belief regarding


                                       21
<PAGE>   26


the presence of hazardous substances or materials on the Premises. In all
events, Tenant shall indemnify Landlord in the manner provided in Paragraph 12
of this Lease from any release of toxic or hazardous materials on the Premises
or elsewhere if caused by Tenant or any Tenant Affiliate. This Paragraph 23
shall survive the expiration or any termination of this Lease.

         (b) Landlord shall indemnify Tenant in the manner provided in Paragraph
12 of this Lease from any release of toxic or hazardous materials on the
Premises or elsewhere if caused by Landlord or any Landlord Affiliate. With
regard to other releases of toxic or hazardous materials on the Premises (i.e.,
those not caused by Landlord or Landlord Affiliates), Landlord hereby agrees to
indemnify and hold Tenant harmless from and against any and all costs of
remediation, removal and clean-up required by applicable law or regulation (and
fines and penalties relating thereto) of and from contamination of the Land by
toxic or hazardous materials (but not any other liabilities, claims, costs,
expenses or damages); provided, however, Landlord's indemnification obligations
in this sentence shall not apply to any such contamination to the extent it
results from the acts or omissions of Tenant, its agents, employees, licensees,
invitees, contractors, any Tenant Affiliates, or other persons acting under
Tenant, or sublessees, assignees or successors in interest of Tenant.

         24. MISCELLANEOUS.

         A. Words of any gender used in this Lease shall be held and construed
to include any other gender, and words in the singular number shall be held to
include the plural, unless the context otherwise requires. The captions inserted
in this Lease are for convenience only and in no way define, limit or otherwise
describe the scope or intent of this Lease, or any provision hereof, or in any
way affect the interpretation of this Lease.

         B. The terms, provisions and covenants contained in this Lease shall
run with the land and shall apply to, inure to the benefit of, and be binding
upon, the parties hereto and upon their respective heirs, executors, personal
representatives, legal representatives, successors and assigns, except as
otherwise herein expressly provided. Landlord shall have the right to transfer
and assign, in whole or in part, its rights and obligations in the Premises and
property that are the subject of this Lease. Upon any Landlord's conveyance of
the Premises, and the assignment of its rights under this Lease, to another
party ("Successor"), such Landlord shall be released from its obligations
accruing after the transfer hereunder and the Successor shall become the
"Landlord" hereunder from and after the date of any such conveyance and
assignment and shall thereafter have all of the rights and obligations of the
Landlord hereunder, in accordance with the terms hereof, during the period of
its ownership of the Premises. Each party agrees to furnish to the other,
promptly upon demand, a corporate resolution, proof of due authorization by
partners, or other appropriate documentation evidencing the due authorization of
such party to enter into this Lease.

         C. Neither Landlord nor Tenant shall be held responsible for delays in
the performance of its obligations hereunder when caused by material shortages,
weather, acts of God, labor disputes or other causes beyond the reasonable
control of Landlord or Tenant (as applicable) (collectively, the "Force Majeure
Delays") provided, however, the foregoing shall (i) be inapplicable to, and
shall not in any way excuse, Tenant's or Landlord's failure to timely pay when
due any Base Rent, other rent or other monetary amount due hereunder and (ii) be
inapplicable to and shall not delay the Commencement Date.

         D. Tenant agrees, from time to time, within ten (10) days after request
by Landlord, to deliver to Landlord or Landlord's designee, a certificate of
occupancy, financial statements and an estoppel certificate stating (1) that
this Lease is in full force and effect, (2) the date to which rent is paid, (3)
that, to Tenant's knowledge, there is no default on the part of Landlord or
Tenant under this Lease, (4) that, to Tenant's knowledge, Tenant does not have
any right of offset, claims or defenses to the performance of its obligations
under this Lease, and (5) such other factual matters pertaining to this Lease as
may be reasonably requested by Landlord. Landlord agrees that it shall also
furnish an estoppel certificate to Tenant upon the same terms as Tenant is
required to deliver its estoppel certificate pursuant to the preceding sentence,
as modified to reflect those matters reasonably requested by Tenant. Landlord
and Tenant shall be


                                       22
<PAGE>   27


entitled to make such changes to the estoppel certificates to be signed by such
party as are necessary to make the statements therein factually accurate.

         E. This Lease constitutes the entire understanding and agreement of the
Landlord and Tenant with respect to the subject matter of this Lease, and
contains all of the covenants and agreements of Landlord and Tenant with respect
thereto. Landlord and Tenant each acknowledge that no representations,
inducements, promises or agreements, oral or written, have been made by Landlord
or Tenant, or anyone acting on behalf of Landlord or Tenant, which are not
contained herein, and any prior agreements, promises, negotiations, or
representations not expressly set forth in this Lease are of no force or effect.
This Lease may not be altered, changed or amended except by an instrument in
writing signed by both parties hereto. If Landlord and Tenant enter into an
amendment to this Lease, and if the consent of Landlord's mortgagee is required
in order for such amendment to be binding on the mortgagee, Landlord agrees to
request the mortgagee's written consent to such amendment.

         F. All accrued obligations of Tenant or Landlord hereunder not fully
performed as of the expiration or earlier termination of the Term of this Lease
shall survive the expiration or earlier termination of the Term hereof,
including without limitation, all payment obligations with respect to taxes and
insurance and all obligations concerning the condition and repair of the
Premises. Upon the expiration or earlier termination of the Term hereof, and
prior to Tenant vacating the Premises, Tenant shall pay to Landlord any amount
reasonably estimated by Landlord as necessary to put the Premises in the state
of condition and repair required by the terms of Paragraph 7 of this Lease. All
such amounts shall be used and held by Landlord for payment of such obligations
of Tenant hereunder, with Tenant being liable for any additional costs therefor
upon demand by Landlord, or with any excess to be returned to Tenant after all
such obligations have been determined and satisfied as the case may be.

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

         H. All references in this Lease to "the date hereof" or similar
references shall be deemed to refer to the last date, in point of time, on which
all parties hereto have executed this Lease.

         I. Each party represents and warrants that it has dealt with no broker
or real estate agent or other person (other than Broker) in connection with this
transaction and that no broker or real estate agent or other person brought
about this transaction, other than the Broker identified in the Basic Lease
Information. Each party agrees to indemnify and hold the other party harmless
from and against any claims by any other broker, agent or other person claiming
a commission or other form of compensation by virtue of having dealt with the
indemnifying party with regard to this leasing transaction (provided that
Landlord shall pay a commission due to Broker pursuant to a separate written
agreement which has been entered into between Landlord and Broker).

         J. If and when included within the term "Landlord", as used in this
instrument, there is more than one person, firm or corporation, all shall
jointly arrange among themselves for their joint execution of a notice
specifying some individual at some specific address for the receipt of notices
and payments to Landlord. If and when included within the term "Tenant", as used
in this instrument, there is more than one person, firm or corporation, all
shall jointly arrange among themselves for their joint execution of a notice
specifying some individual at some specific address within the continental
United States for the receipt of notices and payments to Tenant. All parties
included within the terms "Landlord" and "Tenant", respectively, shall be bound
by notices given in accordance with the provisions of Paragraph 25 hereof to the
same effect as if each had received such notice.



                                       23
<PAGE>   28



         K. Tenant shall have the right to use a portion of the roof area of the
Building, or such other location on the ground of the Premises, as Tenant may
reasonably select (and as is reasonably acceptable to Landlord) and as shall be
permitted by any governmental laws governing the installation, for the
installation, operation, maintenance, security, repair and replacement of one or
more satellite dishes serving the Premises and related cable connections (the
"Telecommunications Equipment"). Tenant's use of the Premises in respect to the
Telecommunications Equipment shall be subject to such reasonable rules as
Landlord may from time to time designate and to the following additional
conditions: (i) Tenant shall be solely responsible for the installation,
maintenance, repair, operation and replacement of the Telecommunications
Equipment, (ii) Tenant shall install screening around the Telecommunications
Equipment to the extent required by the recorded restrictions applicable to the
Premises, and (iii) the installation, repair, maintenance and placement of the
Telecommunications Equipment shall in all events be subject to (and in
compliance with) the terms of all deed restrictions, and covenants, conditions
and restrictions affecting the Project and the requirements of the "Alliance
Development Guidelines" as the same may exist from time to time. Within thirty
(30) days of the expiration or termination of the Term (or termination of
Tenant's right of possession under this Lease), Tenant shall remove the
Telecommunications Equipment and repair any damage to the Premises caused by
such removal. The cost of such installation, maintenance, repair, operation and
replacement and repairing any damage to the Premises arising from such removal
and restoration shall be paid by Tenant on demand.

         L. Submission of this Lease shall not be deemed to be a reservation of
the Premises. Landlord shall not be bound hereby until its delivery to Tenant of
an executed copy hereof signed by Landlord, already having been signed by
Tenant, and until such delivery Landlord reserves the right to exhibit and lease
the Premises to other prospective tenants. Notwithstanding anything contained
herein to the contrary, Landlord may withhold delivery or possession of the
Premises from Tenant until such time as Tenant has paid to Landlord the one
month's rent at set forth in Paragraph 2A hereof.

         M. Landlord and Tenant agree that the specific terms and conditions of
this Lease are confidential and the parties hereto agree not to disclose the
terms of this Lease to any third party (other than to its attorneys and
accountants and other than to parties who propose to purchase or finance the
Building, or the Project of which the Building forms a part, or who propose to
become investors in Landlord) except as may be required by law or by the order
of a court of competent jurisdiction. Tenant is affiliated with a publicly held
corporation, the securities of which are traded on a national securities
exchange. Landlord acknowledges that Tenant and that affiliate may be compelled
by considerations of legal obligations, fiduciary and public responsibility,
commercial pragmatism and established corporate policy to issue a public press
release announcing that it has entered into this Lease. The contents of such
press release shall be subject to Landlord's prior written approval (which
approval shall not be unreasonably withheld). Landlord consents to the
dissemination of any such press release which Landlord has so approved and to
all additional statements and disclosures Tenant may reasonably make in
responding to inquiries arising as a result of such press release (provided that
any disclosure of the terms of this Lease shall be limited to such disclosure as
is required by applicable law).

         N. By taking possession of the Premises, Tenant shall be deemed to
have: (a) acknowledged that the Shell of the Building is substantially complete
and is accepted "as is" and "with all faults"; (b) accepted the Premises as
suitable for the purposes for which the Premises are leased; and (c)
acknowledged that the Premises are in a good and satisfactory condition.
Landlord expressly disclaims, and Tenant hereby waives to the full extent
permitted by law, any implied warranty that the Premises or the Building are
suitable for Tenant's intended commercial purpose, and any and all other implied
warranties (whether arising by virtue of statute, case law or otherwise). The
foregoing provisions of this Paragraph 24N shall not be construed to relieve
Landlord from its obligations which are expressly set forth in this Lease
(including, but not limited to those set forth in Paragraph 6D of this Lease).

         25. NOTICES. Each provision of this instrument or of any applicable
governmental laws, ordinances, regulations and other requirements with reference
to the sending, mailing or


                                       24
<PAGE>   29


delivering of notice or the making of any payment by Landlord to Tenant, or with
reference to the sending, mailing or delivering of any notice or the making of
any payment by Tenant to Landlord, shall be deemed to be complied with when and
if the following steps are taken:

                  (a) All rent and other payments required to be made by Tenant
         to Landlord hereunder shall be payable to Landlord at the address for
         Landlord set forth in the Basic Lease Information or at such other
         address within the continental United States as Landlord may specify
         from time to time by written notice delivered in accordance herewith.
         Tenant's obligation to pay rent and any other amounts to Landlord under
         the terms of this Lease shall not be deemed satisfied until such rent
         and other amounts have been actually received by Landlord. In addition
         to Base Rent due hereunder, all sums of money and all payments due
         Landlord hereunder shall be deemed to be additional rental owed to
         Landlord.

                  (b) All payments required to be made by Landlord to Tenant
         hereunder shall be payable to Tenant at the address set forth in the
         Basic Lease Information, or at such other address within the
         continental United States as Tenant may specify from time to time by
         written notice delivered in accordance herewith.

                  (c) Any written notice or document required or permitted to be
         delivered hereunder shall be deemed to be delivered and received,
         whether actually received or not, when deposited in the United States
         Mail, postage prepaid, Certified or Registered Mail, addressed to the
         parties hereto at the respective addresses set out in the Basic Lease
         Information, or at such other address as they have theretofore
         specified by written notice delivered in accordance herewith.

         26. LANDLORD'S LIEN. Landlord hereby waives its statutory lien for
rent.

         27. GUARANTY. Tenant's obligations hereunder shall be guaranteed by Eli
Lilly and Company ("Guarantor") pursuant to a separate written guaranty
agreement in the form attached as Exhibit "G" and made a part hereof
("Guaranty") to be executed by Guarantor concurrently with the execution hereof.
If Tenant fails to (i) cause the Guaranty to be duly executed by Guarantor and
delivered to Landlord, or (ii) deliver evidence of Guarantor's authority to
execute the Guaranty (in form and substance reasonably acceptable to Landlord),
concurrently with the execution of this Lease, such failure shall constitute an
"Event of Default" hereunder.

         28. LANDLORD'S WARRANTIES AND REPRESENTATIONS. Landlord represents and
warrants to Tenant as of the date hereof that:

         (a) Landlord has no current actual knowledge of any pending
condemnation or similar proceeding affecting the Land or the Parking Tract or
any portion thereof, and Landlord has not received any written notice that any
such proceeding is contemplated;

         (b) To Landlord's current actual knowledge there is no environmental
contamination of the Land other than as disclosed in the Phase I Environmental
Site Assessment dated June, 1995 prepared by CRC Environmental Risk Management,
Inc. ("Environmental Report") a copy of which Environmental Report has been
provided to Tenant; provided, however, Landlord makes no representation or
warranty regarding the accuracy of the findings, conclusions or recommendations
contained in the Environmental Report or the qualifications of the consultant
who prepared the Environmental Report;

         (c) Landlord has no current actual knowledge of violations of.
applicable federal, state, county or municipal law, ordinance, order, regulation
or requirement (in effect as of the date of this Lease), affecting any portion
of the Project (including but not limited to any applicable platting or
subdivision ordinance), and no written notice of any such violation issued by
any governmental authority has been received by Landlord;



                                       25
<PAGE>   30



         (d) Landlord has no current actual knowledge of any action, suit,
proceeding or claim affecting the Project or any portion thereof, or affecting
Landlord and relating to or arising out of the ownership, operation, use or
occupancy of the Project pending before any court or other administrative body,
nor, to the current actual knowledge of Landlord, is any such action, suit,
proceeding or claim threatened;

         (e) The Land has access to a public highway, street or road;

         (f) Landlord is a limited partnership duly organized, validly existing
and in good standing under the laws of the State of Texas. Landlord has full
right, title, authority and capacity to execute and perform this Lease and to
consummate all of the transactions contemplated herein;

         (g) There are no adverse parties in possession of the Project or of any
part thereof and no parties in possession thereof except Landlord (and the
tenant under the Ag Lease), and no party has been granted any lease relating to
the use or possession of the Project (except the tenant under the Ag Lease whose
lease will be terminated by Landlord within 40 days after request by Tenant);

         (h) The use of the Building for office/warehouse purposes does not
violate any covenants, conditions or restrictions of record affecting the
Building.

         (i) The Land is currently zoned "K-Heavy" zoning classification by the
City of Fort Worth which permits use thereof for warehouse and distribution
purposes.

         The "current actual knowledge of Landlord" or terms of similar import
shall mean only the actual knowledge (as opposed to constructive notice) of
Richard Patterson, Jon C. Napper and William K. Burton.

         Tenant hereby represents and warrants that (i) Tenant has full right,
power and authority to enter into this Lease, and (ii) no other person or entity
needs to join in the execution hereof for this Lease to be binding on Tenant.

         29. ADDITIONAL PROVISIONS. See EXHIBITS "A"-"I" attached hereto and
incorporated by reference herein.

         EXECUTED BY LANDLORD, this  3  day of May, 1996.
                                    ---


                                   ALLIANCE COMMERCE CENTER NO. 5, LTD.,
                                   a Texas limited partnership

                                   By: Hillwood Property Company,
                                       a Texas corporation,
                                       its general partner


                                   By: /s/ RICHARD G. PATTERSON
                                       ----------------------------------------
                                   Name: Richard G. Patterson
                                         --------------------------------------
                                   Title: President
                                          -------------------------------------

                                                                 [INITIAL STAMP]



                                       26
<PAGE>   31


         EXECUTED BY TENANT, this  26  day of March 1996.
                                  ----



                                   PCS MAIL SERVICE, INC.
                                   a Delaware corporation


                                   By: /s/ MITCHELL E. DANIELS, JR.
                                       ----------------------------------------
                                   Name: Mitchell E. Daniels, Jr.
                                         --------------------------------------
                                   Title: President - North American
                                            Pharmaceutical Operations
                                            Eli Lilly and Company
                                          -------------------------------------



                                       27
<PAGE>   32
                                  EXHIBIT "A"



                      Leased Premises:  93,764 square feet





                       [ALLIANCE TECH CENTER 5 SITE PLAN]



                                      A-1
<PAGE>   33
                                  EXHIBIT A-1


                           GREENBERRY OVERTON SURVEY
                                ABSTRACT NO. 972

                                  [SITE PLAN]

<PAGE>   34

                               PARKING LOT TRACT

Being a tract of land situated in the G. Overton Survey, Abstract No. 972,
Denton County, Texas, and being a portion of that tract of land described in a
Deed to Hillwood/1358, LTD. as recorded in Volume 2512, Page 460 of the Deed
Records, of Denton County, Texas, said tract being more particularly described
as follows:

COMMENCING at the southwest corner of Lot 6, Block 1, Alliance Center, as
recorded in Cabinet L, Page 254, of the Plat Records of Denton County, Texas,
said point being in the north right-of-way line of Eagle Parkway;

THENCE S80(degrees) 06'56"W, 160.00 feet along said right-of-way line to the
POINT OF BEGINNING;

THENCE continuing S80(degrees) 06'56"W, 205.00 feet along said right-of-way
line;

THENCE N09(degrees) 53'04"W, 425.00 feet leaving said right-of-way line;

THENCE N80(degrees) 06'56"E, 205.00 feet;

THENCE S09(degrees) 53'04"E, 425.00 feet to the POINT OF BEGINNING, and
containing 87,125 square feet or 2.00 acres of land, more or less.

<PAGE>   35
                                  EXHIBIT "B"

BEING a tract of land situated in the GREENBERRY OVERTON SURVEY, Abstract No.
972, Denton County, Texas and being a portion of that tract of land as
described by Deed to Hillwood/117, Ltd. and recorded in Real Property Records
No. R0025940, Denton County, Texas, said tract being more particularly
described by metes and bounds as follows:

COMMENCING at a 5/8 inch iron rod with cap stamped "Carter & Burgess" found at
the Southwest corner of Lot 4, Block 1, Alliance Center, an Addition to the
City of Fort Worth as recorded in Cabinet I, Page 303, Plat Records of Denton
County, said point being in the northerly right-of-way line of Eagle Parkway (a
120 foot wide public right-of-way) as dedicated by separate instrument recorded
in Volume 2769, Page 580, Deed Records of said county;

THENCE S 80(degrees) 06 minutes 56 seconds W, 1040.00 feet along said northerly
right-of-way line to a 5/8 inch iron rod with cap stamped "Carter & Burgess"
set, the POINT OF BEGINNING in the westerly right-of-way line of the proposed
American Way (60' right-of-way);

THENCE S 80(degrees) 06 minutes 56 seconds W, 605.00 feet continuing along said
northerly right-of-way line to a 5/8 inch iron rod with cap stamped "Carter &
Burgess" set;

THENCE N 09(degrees) 53 minutes 04 second W, 343.50 feet to a 5/8 inch iron rod
with cap stamped "Carter & Burgess" set, the beginning of a curve to the right;

THENCE 88.75 feet along the arc of said curve to the right through a central
angle of 90(degrees) 00 minutes 00 seconds, a radius of 56.50 feet and a long
chord of N 35(degrees) 06 minutes 56 seconds E, 79.90 feet to a 5/8 inch iron
rod with cap stamped "Carter & Burgess" set;

THENCE N 80(degrees) 06 minutes 56 seconds E, 548.50 feet to a 5/8 inch iron rod
with cap stamped "Carter & Burgess" set in the westerly right-of-way line of the
aforementioned American Way;

THENCE S 09(degrees) 53 minutes 04 seconds E, 400.00 feet along said westerly
right-of-way line to the POINT OF BEGINNING and CONTAINING 241,315 square feet
or 5.540 acres of land, more or less.

NOW KNOWN AS being Lot 6, Block 1 of ALLIANCE CENTER, an Addition to the City
of Fort Worth, Texas, according to the Plat thereof recorded in Cabinet L,
Slide 254, Plat Records of Tarrant County, Texas.


                                      B-1
<PAGE>   36
                               COMMERCE CENTER #5

                               [PARKING DIAGRAM]


<TABLE>
<CAPTION>
TABULATIONS
-------------------------------------------------------------
<S>                                              <C>
PARKING ON-SITE                                           154
PARKING OFF-SITE                                          246
TOTAL                                                     400

OFFSITE LAND                                      87,400 S.F.
                                                    2.0 ACRES
</TABLE>
<PAGE>   37

                                   EXHIBIT "C"

                             LEASEHOLD IMPROVEMENTS


         1. AS IS CONDITION. The term "Shell" as used herein shall mean the
initial construction of the shell portion of the Building as shown on the plans
dated 5-18-95, prepared by AAI (Job #95125) ("Shell Plans"), a copy of which
Shell Plans has been provided to Tenant. Landlord shall deliver the Shell of the
Building to Tenant in its "as is" condition (subject to the terms of Paragraph
6D of the Lease) on the Possession Date (but with (i) the Shell portion of the
Building having been constructed by Landlord in compliance with the Shell Plans
and all applicable laws, and (ii) electrical, water, gas and sanitary sewer
service available to the Building and with the Premises being served by a storm
water drainage system).

         2. WORKING DRAWINGS. Within fifteen (15) business days after the
execution of this Lease Tenant shall provide to Landlord for its approval final
working drawings, prepared by an architect that has been approved by Landlord,
of all leasehold improvements that Tenant proposes to install in the portion of
the Premises that are situated in the Building ("Leasehold Improvements"); such
working drawings shall include the partition layout, ceiling plan, electrical
outlets and switches, telephone outlets, drawings or any modifications to the
mechanical and plumbing systems of the Building, and detailed plans and
specifications for the construction of the Leasehold Improvements called for
under this Exhibit "C" in accordance with all applicable governmental laws,
codes, rules and regulations (including but not limited to the law commonly
known as the "Americans With Disabilities Act", as may be amended from time to
time, and related regulations). Landlord's approval of such Working Drawings
shall not be unreasonably withheld, provided that (a) they comply with all
applicable governmental laws, codes, rules, and regulations, (b) such working
drawings are sufficiently detailed to allow construction of the Leasehold
Improvements in a good and workmanlike manner, (c) the improvements depicted
thereon conform to the "Alliance Development Guidelines", and (d) the
improvements contemplated thereby would not impair the structural integrity of
the Building, nor include more than 2,000 square feet of additional mezzanine
space on the east side of the Building, nor include more than 4,000 square feet
of additional mezzanine space on the west side of the Building (it being
understood and agreed that the Leasehold Improvements permitted to be installed
or constructed pursuant to this Exhibit "C" shall not in any event impair the
structural integrity of the Building nor include more than 2,000 square feet of
additional mezzanine space on the east side of the Building, nor include more
than 4,000 square feet of additional mezzanine space on the west side of the
Building). As used herein, "Working Drawings" shall mean the final working
drawings approved by Landlord, as amended from time to time by any approved
changes thereto, and "Work" shall mean the work required to construct and
install all Leasehold Improvements to be constructed in accordance with and as
indicated on the Working Drawings. Approval by Landlord of the Working Drawings
shall not be a representation or warranty of Landlord, and shall create no
responsibility or liability on the part of Landlord, with respect to their
adequacy for any use, purpose or condition, their completeness, design
sufficiency, or compliance with any laws, rules or regulations of governmental
agencies or authorities (except compliance with the matters set forth in
subparagraph (c) above), but shall merely be the consent of Landlord to the
performance of the Work. Tenant shall, at Landlord's request, sign the Working
Drawings to evidence its review and approval thereof. All changes in the Work
must receive the prior written approval of Landlord, and in the event of any
such approved change Tenant shall, upon completion of the Work, furnish Landlord
with an accurate, reproducible "as-built" plan (e.g., sepia) of the Leasehold
Improvements as constructed, which plan shall be incorporated into this Lease by
this reference for all purposes. All approvals shall be given or denied within 5
business days after receipt of written request therefor and any disapproval
shall be accompanied by specific written comments explaining the reasons for the
disapproval and suggesting appropriate changes. Notwithstanding anything to the
contrary contained herein, the issue of whether any improvements under this
Exhibit "C" (or any alterations, additions, trade fixtures or improvements
under Paragraph 7 of the Lease) impair the structural integrity of the Building
shall be decided by the Architect.


                                       C-1
<PAGE>   38



         3. CONTRACTOR. The Work shall be performed only by contractors and
subcontractors identified on Exhibit "C-1" attached hereto and made a part
hereof or who are otherwise approved by Landlord in writing (which approval
shall not be unreasonably withheld). Tenant shall enter into the construction
contract ("Contract") with the contractor (out of the contractors listed on
Exhibit "C-1" or who is otherwise so approved by Landlord) who has been selected
by Tenant to perform the Work ("Contractor"). The Contractor and all
subcontractors shall be required to procure and maintain insurance against such
risks, in such amounts, and with such companies as Landlord may reasonably
require. The Contractor and all major subcontractors shall be required to
procure and maintain payment and performance bonds covering the cost of the Work
in compliance with Chapter 53, Subchapter I, of the Texas Property Code, as
amended, issued by a surety reasonably satisfactory to Landlord. Certificates of
such insurance, with paid receipts therefor, and copies of such bonds must be
received by Landlord and the bonds filed of record in the real property records
of Denton County (as required by the Texas Property Code) before the Work is
commenced. The Work shall be performed in a good and workmanlike manner that is
free of defects and is in strict conformance with the Working Drawings and all
applicable laws, codes, rules and regulations and shall be performed in such a
manner and at such times as to maintain harmonious labor relations and not to
interfere with or delay Landlord's or its contractor's remaining work (if any)
with respect to the landscaping of the Project.

         4. LANDLORD DELAY. If a delay in the substantial completion of the Work
occurs because Landlord unreasonably delays substantial completion of the Work,
then any such delay shall be a "Landlord Delay". It is agreed that the
Commencement Date shall be extended to a later date by one day for each day
constituting a Landlord Delay; provided, however, in order to claim an extension
of the Commencement Date pursuant to this sentence, Tenant shall give Landlord
written notice ("Delay Notice"), at least once per week, of any delays in the
substantial completion of the Work that are claimed to be attributable to
Landlord Delays which are known (or reasonably should have been known) to Tenant
as of the date of the Delay Notice, which Delay Notice shall set forth (i) the
type of delay that is claimed, (ii) the number of days of delay claimed, (iii)
the basis for the claim and the new Commencement Date claimed as a result of
such delays. Landlord shall have the right to dispute in good faith the
existence and/or number of days of such Landlord Delays claimed by Tenant by
giving Tenant written notice thereof within 10 days after Landlord's receipt of
the Delay Notice and if the parties are unable to resolve the dispute within 30
days after Landlord's receipt of the Delay Notice with respect to the claimed
Landlord Delay, then the dispute shall be submitted to binding arbitration in
accordance with the rules of the American Arbitration Association. In such
event, Tenant and Landlord shall each, within ten (10) days of the expiration of
such thirty (30) day period, select an arbitrator, which arbitrators shall
together select a third arbitrator. The arbitrators shall act as promptly as
possible and make every effort to reach a determination within thirty (30) days
from the submission date. All such arbitrators shall (i) be disinterested and
impartial, and (ii) not be affiliated with Landlord or the Tenant. If Landlord
so disputes in good faith the Landlord Delays claimed by Tenant, the
Commencement Date shall nevertheless occur on July 1, 1996 (as extended by the
number of days of Landlord Delays which Landlord has not so disputed) and upon
the conclusion of such arbitration proceedings and the arbitrators'
determination of the number of days of actual Landlord Delays, the parties shall
(i) enter into a written agreement agreeing to same and (ii) effect a cash
settlement (if necessary) if Tenant has overpaid rent based on the new
Commencement Date as so determined by said arbitration proceedings.

         5. TOTAL CONSTRUCTION COSTS. Tenant shall bear the entire cost of
performing the Work (including, without limitation, design of the Work and
preparation of the Working Drawings, costs of construction labor and materials,
removing any improvements currently in the Leased Premises, electrical usage
during construction, additional janitorial services, general tenant signage, and
related taxes and insurance costs, all of which costs are herein collectively
called the "Total Construction Costs").

         6. PAYMENT OF CONSTRUCTION COSTS. Without limiting the generality of
the foregoing, Tenant shall at its sole expense, obtain all building permits,
certificates of occupancy and all other approvals, permits, certificates and
other authorizations in connection


                                       C-2
<PAGE>   39



with the construction of Leasehold Improvements and the occupancy of the
Premises. Tenant shall promptly pay the Contractor, in accordance with the
Contract, for all work performed pursuant thereto and shall cause the Contractor
to pay all its subcontractors, materialmen, suppliers, and laborers in a timely
manner so that no mechanic's, materialmen's or other lien shall ever attach to
the Project or any portion thereof or any interest therein. If any mechanic's,
materialmen's or other lien should ever attach to the Project, or any portion
thereof or any interest therein, at any time during the Lease Term and Tenant
fails to either remove said lien, or to contest same in accordance with
Paragraph 22 of the Lease, within thirty (30) days after such lien has been
filed, then such failure shall constitute a default hereunder and Landlord shall
immediately have the right to pursue any one or more of the remedies set forth
in this Lease.

         Within 5 days of the completion of the Work, Tenant shall deliver to
Landlord final mechanic's and materialmen's lien waivers and releases (in form
and substance acceptable to Landlord) from the Contractor and all subcontractors
evidencing that all expenses for materials and labor in connection with the Work
have been paid in full.

         7. CONSTRUCTION SUPERVISION. Landlord or its affiliate shall at all
reasonable times have the right to enter onto the Premises after reasonable
notice (except in the case of an emergency in which case no notice shall be
necessary) for the purpose of inspecting the progress of the Work and
coordinating the relationship between the Work, the Building, and the building's
systems, and for any other reasonable purpose.






                                       C-3
<PAGE>   40




                                   EXHIBIT C-1

                             SUBCONTRACTOR LISTING

<TABLE>
<CAPTION>
ASSIGNMENT                    CONTRACTOR                         ASSIGNMENT                   CONTRACTOR
<S>                           <C>                                <C>                    <C>

DESIGN/BUILD - O.M.           [ILLEGIBLE] BUILDING COMPANY       FF&E                   BUSINESS INTERIORS
                              4725 W. HIGGINS RD.                                       1111 VALLEY VIEW LANE
                              CHICAGO, IL 60551                                         IRVING, TX 75015
                              [ILLEGIBLE]                                               [ILLEGIBLE]

                              MR. GEO LEMMINGS, VP CPS                                  MR. LEW NEFF, SR. PRJ MGR
                              MR. DALE BOGOR, BR. PRJ MGR
                                                                 FIRE PROTECTION        EMERGENCY FIRE PROTECTION SYST., INC.
A/E                           ALLIANCE ARCHITECTS, INC.                                 715 KATY ROAD
                              12750 MERITT DR., STE [ILLEGIBLE]                         KELLER, TX [ILLEGIBLE]
                              DALLAS, TX [ILLEGIBLE]                                    817-372-1030
                              214-233-0400
                                                                                        MR. RICHARD MARTIN
                              MR. DUTCH WICKES, [ILLEGIBLE]
                                                                 SECURITY/ALARMS        ADT SECURITY SYSTEMS
GENERAL TRADES                THOS S. BYRNE, INC.                                       4001 FAIN ST.
                              900 SUMMIT AVE.                                           FORT WORTH, TX 76117
                              FORT WORTH, TX 76102                                      817-831-4900
                              [ILLEGIBLE]
                                                                                        MR. BOB MITTI
                              MR. JIM GREEN

ELECTRICAL                    MILLS ELECTRICAL CONT.
                              [ILLEGIBLE] WALNUT HILL LANE
                              DALLAS, TX [ILLEGIBLE]
                              214-337-4000

                              MR. ROBERT SCOTT, SR., PRJ MGR

HVAC                          NATION & COMPANY
                              [ILLEGIBLE] WALNUT HILL LANE
                              DALLAS, TX [ILLEGIBLE]
                              [ILLEGIBLE]

                              MR. JAMES CARVER, VP-OPS

[ILLEGIBLE]/CONVEYOR          HARDEN & HARDEN, INC.
                              424 COVEY LANE
                              MESQUITE, TX 75150
                              214-[ILLEGIBLE]

                              MR. JIM HARDEN, VP
</TABLE>


<PAGE>   41


                                   EXHIBIT "D"

                      MEMORANDUM OF ACCEPTANCE OF PREMISES

         This memorandum is entered into on __________ 19___ by
_____________________ ("Landlord") and ____________________________ ("Tenant"),
pursuant to Paragraph 1 of the Lease Agreement ("Lease") dated ______________,
19___ executed by Landlord and Tenant. All terms used herein have the same
meanings as in the Lease. This memorandum amends the Lease (including the Basic
Lease Information) to the extent of the matters set forth herein.

         1.   The Commencement Date is ______________, 1996.

         2.   The Premises contain 93,764 square feet of area.

         3.   The Building contains 93,764 square feet of area.

         4.   Tenant's Proportionate Share is 100%.


                                         LANDLORD:


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


                                         By:
                                            ------------------------------------
                                         Title:


                                         TENANT:


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


                                         By:
                                            ------------------------------------
                                         Title:
                                               ---------------------------------



                                      D-1
<PAGE>   42


                                  EXHIBIT "E"



                            [INTENTIONALLY OMITTED]








                                       E-1
<PAGE>   43


                                   EXHIBIT "F"

                                 RENEWAL OPTIONS

         1. GRANT OF OPTION. Provided Tenant is not in default beyond any
applicable cure period and the Premises is being occupied at the time of such
election, Tenant may renew this Lease for two (2) additional periods of five (5)
years each on the same terms and conditions as provided in this Lease (except as
set forth below), by delivering written notice of the exercise thereof to
Landlord not later than twelve (12) months before the expiration of the Term. On
or before the commencement date of the extended Term in question, Landlord and
Tenant shall execute an amendment to this Lease extending the Term on the same
terms and conditions as provided in this Lease, except as follows:

                  (a) The Base Rent payable during each such extended Term shall
         be 95% of the prevailing rental rate, at the commencement of such
         extended Term, for space of equivalent quality, size, utility and
         location in other office/industrial parks similar to the park of which
         the Project is a part in the Dallas-Fort Worth area (which Landlord and
         Tenant agree currently includes Alliance Commerce Center, Alliance
         Gateway, Valwood and Centreport), taking into account all relevant
         factors including, but not limited to, the length of the extended Term
         and the credit standing of Tenant and the fact that the Premises were
         leased to Tenant in Shell condition on an "as is" basis and therefore
         should be considered in a Shell condition when determining the rental
         value ("Market Rate"), determined in accordance with paragraph (2)
         below; provided, however, that Base Rent payable during any year of
         such extended Term shall in no event be less than the Base Rent payable
         hereunder during the last year prior to the commencement of such
         extended Term;

                  (b) Tenant shall have no further renewal options unless
         expressly granted by Landlord in writing; and

                  (c) Landlord shall lease to Tenant the Premises in their
         then-current condition.

         Tenant's rights under this Exhibit "F" shall terminate if (i) this
Lease or Tenant's right to possession of the Premises is terminated, (ii) Tenant
assigns any of its interest in this Lease or sublets any portion of the Premises
in violation of this Lease, or (iii) Tenant fails to timely exercise its option
under this Exhibit "F", time being of the essence with respect to Tenant's
exercise thereof. If this Lease is renewed or extended, the word "Term" shall
include the additional period covered by the renewal or extension, and this
Lease shall apply to such additional period except as otherwise provided for
herein.

         2. DETERMINATION OF MARKET RENT. Upon notification from Tenant of the
exercise of a renewal option, Landlord shall within 10 days thereafter notify
Tenant in writing of the proposed Market Rate applicable to the renewal term in
question; Tenant shall, within 5 days following receipt of such notice from
Landlord, notify Landlord in writing of the acceptance or rejection of the
proposed Market Rate. If Tenant fails to respond to Landlord's designation of
Market Rate within said 5-day period, Tenant shall be deemed to have rejected
Landlord's designation of Market Rate for all purposes. In event of rejection by
Tenant, the Market Rate for the renewal term in question shall be determined as
follows:

                  (a) Within 10 days following notification of Tenant's
         rejection (or Tenant's deemed rejection), Landlord and Tenant shall
         each appoint an appraiser. Any appraiser appointed hereunder (whether
         by a party hereto or by an appraiser so appointed, as hereinafter
         provided) shall be impartial, have an office in Denton, Dallas or
         Tarrant County, shall have at least ten (10) years' experience as a
         real estate appraiser of office/industrial buildings in the Denton,
         Dallas and Tarrant County areas (or shall have at least ten (10) years'
         experience in leasing office/industrial space in the Denton, Dallas and
         Tarrant County areas), and shall be a member of the American Institute
         of Real Estate Appraisers or a successor or similar organization of
         recognized national standing,


                                       F-1
<PAGE>   44



         some of whose members are frequently employed for appraisal purposes by
         federal or state governments. The two appraisers appointed shall meet
         promptly and attempt to agree on a determination of the Market Rate for
         the renewal term in question. The determination of Market Rate by the
         two appraisers, if they agree, shall be binding on Landlord and Tenant.
         If the Market Rate determinations of the two appraisers differ by an
         amount equal to or less than five percent (5%) of the higher of the two
         determinations of Market Rate, then the Market Rate shall be equal to
         the arithmetic mean of the two determinations.

                  (b) If the two appraisers cannot agree upon the Market Rate
         for the renewal term in question within 10 days following their
         appointment, or if their determinations of Market Rate differ by more
         than five percent (5%) of the higher of the two determinations of
         Market Rate, then the two appointees shall select a third appraiser,
         but if they are unable to agree on a third appraiser within 5 days,
         then each appraiser shall select the names of two willing persons
         qualified to be appraisers hereunder and from the four persons so
         named, one name shall be drawn by lot by a representative of Tenant in
         the presence of a representative of Landlord, and the person whose name
         is so drawn shall be the third appraiser. If either of the first two
         appraisers fails to select the names of two willing, qualified
         appraisers and to cooperate with the other appraiser so that a third
         appraiser can be selected by lot, as aforesaid, the third appraiser
         shall be selected by lot from the two appraisers which were selected by
         the other appraiser for the drawing. The three appraisers so selected
         shall confer and immediately proceed to determine the Market Rate for
         the renewal term in question. If the three appraisers fail to agree on
         such Market Rate within 10 days after the appointment of the third
         appraiser, the average of the two determinations of Market Rate which
         are closer to each other than the third determination of Market Rate
         shall be the Market Rate for the renewal term in question.

                  (c) The appraisers selected hereunder shall deliver a signed
         written report of their appraisal, or the average of the two closer
         appraisals, as the case may be, to Tenant and Landlord. The fee of the
         appraiser initially selected by Tenant shall be paid by Tenant, the fee
         of the appraiser initially selected by Landlord shall be paid by
         Landlord, and the fee of any third appraiser and any expenses
         reasonably incident to the appraisal (except attorneys' fees, which
         shall be borne by the party incurring the same) shall be shared equally
         by Tenant and Landlord. Any vacancy in the office of the appraiser
         appointed by Tenant shall be filled by Tenant, any vacancy in the
         office of the appraiser appointed by Landlord shall be filled by
         Landlord, and any vacancy in the office of the third appraiser shall be
         filled by the first two appraisers in the manner specified above for
         the selection of a third appraiser.

                  (d) If appraisal proceedings are initiated as provided above
         in order to determine the Market Rate which is applicable to the
         renewal term in question, the decision and award of the appraisers as
         to such Market Rate shall be final, conclusive, and binding on the
         parties, absent settlement by agreement of the parties prior to the
         rendering by the appraisers of any such decision and award. If the
         Market Rate is not finally determined prior to the commencement of the
         renewal term in question, Tenant shall pay Base Rent based upon Base
         Rent theretofore in effect under this Lease until the final
         determination of the Market Rate for the renewal term in question
         occurs as provided above. If the final determination of such Market
         Rate is different from the amount paid by Tenant, Tenant shall promptly
         pay to Landlord any deficiency in Base Rent or Landlord shall promptly
         pay to Tenant any overpayment of Base Rent from the commencement of the
         renewal term in question until such final determination.

                  (e) Each party shall act in a timely manner and shall
         reasonably cooperate with the other (and shall cause the appraiser
         selected by such party to act in a timely manner and cooperate) such
         that the Market Rate is determined no later than the date that is nine
         (9) months prior to the expiration of the then current Term.

         3. TENANT'S RIGHT OF REVOCATION. If (a) Tenant timely and effectively
exercises a renewal option in accordance with this Exhibit "F", and (b) the
appraisal procedures


                                       F-2
<PAGE>   45



under paragraph (2) above are commenced, and (c) the Market Rate determined
pursuant to such procedures is finally determined, in accordance with said
paragraph (2), and (d) Tenant determines that it cannot afford to pay the Market
Rate so determined pursuant to such procedures, then in such event Tenant may as
its sole and exclusive remedy rescind and revoke its prior exercise of the
renewal option in question by giving Landlord written notice thereof
("Revocation Notice") no later than 9 months prior to the expiration of the then
current Term ("Revocation Deadline"), time being of the essence with respect
thereto; provided, however, if the Market Rate is not determined, pursuant to
paragraph (2) above, by the Revocation Deadline, then the Revocation Deadline
shall be extended by one day for each day of delay in the final determination of
Market Rate (pursuant to paragraph (2) above) beyond the Revocation Deadline so
long as Tenant has not caused said delay by its failure to timely perform its
obligations under this Exhibit "F". If Tenant timely and effectively gives the
Revocation Notice to Landlord, (i) Tenant's prior exercise of the renewal option
in question shall be deemed revoked, rescinded and ipso facto null and void,
(ii) the Term shall expire on the date it would otherwise have expired had
Tenant not exercised such renewal option and (iii) Tenant shall not be entitled
to exercise any other renewal option that might be provided for herein.



                                      F-3
<PAGE>   46


                                   EXHIBIT "G"


                                 LEASE GUARANTY


         THIS LEASE GUARANTY ("Guaranty") is made this ____ day of March, 1996,
by the undersigned (hereinafter referred to as "Guarantor", whether one or more)
in favor of Alliance Commerce Center No. 5, Ltd., a Texas limited partnership
("Landlord").

         FOR VALUE RECEIVED, Guarantor hereby unconditionally and absolutely
guarantees to Landlord the prompt and full payment and performance, when due, of
all obligations and covenants of PCS Mail Service, Inc., a Delaware corporation
("Tenant"), fixed or contingent, arising out of the Lease Agreement dated March
___, 1996, executed by and between Tenant and Landlord and any and all renewals,
extensions, amendments, and modifications thereof (collectively, the "Lease"),
or which Tenant, or its successors or assigns, may in any other manner now or at
any time hereafter owe Landlord in connection with the Lease, including, but not
limited to, rent, taxes, insurance, operating expenses, maintenance costs,
damages and expenses resulting from Tenant's default under the Lease, interest
and collection costs (collectively, the "Obligations").

         1. CONTINUING GUARANTY. This is a continuing Guaranty and shall apply
to the Obligations and any renewals, extensions, and modifications thereof.

         2. OTHER REMEDIES. Landlord shall not be required to pursue any other
remedies before invoking the benefits of this Guaranty; specifically, Landlord
shall not be required to take any action against Tenant or any other person, to
exhaust its remedies against any other guarantor of the Obligations, any
collateral or other security, or to resort to any balance of any deposit account
or credit on the books of Landlord in favor of Tenant or any other person.

         3. OBLIGATIONS NOT IMPAIRED. Prior to performance and satisfaction in
full of the Obligations, the liability of Guarantor under this Guaranty shall
not be released or impaired without the prior written consent of Landlord,
except as provided in Section 16 hereof. Without limiting the generality of the
foregoing, the liability of Guarantor shall not be released or impaired on
account of any of the following events:

                  (a) the voluntary or involuntary liquidation, sale or other
         disposition of all or substantially all of the assets of Tenant, or any
         receivership, insolvency, bankruptcy, reorganization or other similar
         proceedings affecting Tenant or any of its assets;

                  (b) the addition of a new guarantor or guarantors;

                  (c) any bankruptcy or insolvency proceedings against or by
         Tenant, its property, or its estate or any modification, discharge or
         extension of the Obligations resulting from the operation of any
         present or future provision of the United States Bankruptcy Code or any
         other similar federal or state statute, or from the decision of any
         court, it being the intention hereof that Guarantor shall remain liable
         on the Obligations notwithstanding any act, omission, order, judgment
         or event which might, but for the provisions hereof, otherwise operate
         as a legal or equitable discharge of Guarantor;

                  (d) Landlord's failure to use diligence in preserving the
         liability of any person on the Obligations, or in bringing suit to
         enforce collection of the Obligations;

                  (e) the substitution or withdrawal of collateral, or release
         of collateral, or the exercise or failure to exercise by Landlord of
         any right conferred upon it herein or in any collateral agreement;

                  (f) if Tenant is not liable for any of the Obligations because
         the act of creating the Obligations is ultra vires, or the officers or
         persons creating the Obligations acted in



                                      G-1
<PAGE>   47



         excess of their authority, or for any reason the Obligations cannot be
         enforced against Tenant;

                  (g) any payment by Tenant to Landlord if such payment is held
         to constitute a preference under the bankruptcy laws, or if for any
         other reason Landlord is required to refund such payment to Tenant or
         pay the amount thereof to any other party;

                  (h) any extension, renewal, amendment, or modification of the
         Lease; or

                  (i) any assignment of the Lease or subletting of all or any
         portion of the premises leased pursuant to the Lease.

         4. BENEFIT TO GUARANTOR. Guarantor acknowledges and warrants that it
derives or expects to derive financial and other advantage and benefit, directly
or indirectly, from the Lease, the Obligations and the release of collateral or
other relinquishment of legal rights made or granted or to be made or granted by
Landlord to Tenant.

         5. DEATH OR DISSOLUTION OF GUARANTOR. Upon the death, dissolution or
bankruptcy of Guarantor, the liability of Guarantor shall continue against its
assets as to all Obligations which shall have been incurred by Tenant.

         6. FINANCIAL STATEMENTS. Guarantor further agrees to deliver to
Landlord a copy of Guarantor's annual report or other document containing its
publicly available financial statements within 5 days after Landlord's written
request therefor.

         7. WAIVER OF NOTICE. Guarantor waives diligence on the part of Landlord
in the collection and enforcement of the Obligations, protest, and all
extensions that may be granted to Tenant with respect thereto.

         8. LIMITATION ON INTEREST. To the extent that any law limiting the
amount of interest that may be contracted for, charged or received is applicable
to the indebtedness of Guarantor under this Guaranty, no provision of this
Guaranty shall require the payment or permit the collection of any sum in excess
of the maximum lawful amount of interest applicable to Guarantor's indebtedness
under this Guaranty. If any sum in excess of the maximum lawful amount
applicable to Guarantor's indebtedness under this Guaranty is provided for
herein, the provision of this paragraph shall govern, and Guarantor shall not be
obligated to pay any sum in excess of the maximum lawful amount applicable to
Guarantor's indebtedness under this Guaranty. The intention of Guarantor and
Landlord hereunder is to comply with all laws applicable to this Guaranty and
Guarantor's liability hereunder.

         9. MODIFICATION OR CONSENT. No modification, consent or waiver of any
provision of this Guaranty, nor consent to any departure by Guarantor therefrom,
shall be effective unless the same shall be in writing and signed by Landlord,
and then shall be effective only in the specific instance and for the purpose
for which given. No notice to or demand on Guarantor, in any case shall, of
itself, entitle Guarantor to any other or further notice or demand in similar or
other circumstances. No delay or omission by Landlord in exercising any power or
right hereunder shall impair any such right or power or be construed as a waiver
thereof or any acquiescence therein, nor shall any single or partial exercise of
any such power preclude other or further exercise thereof or the exercise of any
other right or power hereunder. All rights and remedies of Landlord hereunder
are cumulative of each other and of every other right or remedy which Landlord
may otherwise have at law or in equity or under any other contract or document,
and the exercise of one or more rights or remedies shall not prejudice or impair
the concurrent or subsequent exercise of other rights or remedies.

         11. INDUCEMENT TO LANDLORD. Guarantor acknowledges that in entering
into the Lease, Landlord is relying on Guarantor's agreements contained in this
Guaranty, and on Guarantor's creditworthiness and that this Guaranty is given to
induce Landlord to enter into the Lease. Guarantor acknowledges that Landlord
would not have entered into the Lease without Guarantor's guarantee of the
Obligations pursuant to the terms hereof.


                                       G-2
<PAGE>   48


         12. ATTORNEYS' FEES. If a lawsuit is instituted in connection with
enforcement of this Guaranty, then Guarantor agrees to pay to Landlord all
reasonable expenses incurred by Landlord in connection with such lawsuit
(including, but not limited to, reasonable attorneys' fees and costs of court).

         13. SUCCESSORS AND ASSIGNS. This Guaranty is for the benefit of
Landlord, and its successors or assigns. Landlord may assign its rights
hereunder in whole or in part; and, upon any such assignment, all the terms and
provisions of this Guaranty shall inure to the benefit of such assignee, to the
extent so assigned. The liability of Guarantor hereunder shall be binding upon
all heirs, executors, administrators, legal representatives, successors and
assigns of Guarantor.

         14. HEADINGS. The section headings hereof are inserted for convenience
of reference only and shall not alter, define or be used in construing the text
of this instrument.

         15. PLACE OF PERFORMANCE. Guarantor agrees that this agreement is
performable in Dallas County, Texas. Suit on this Guaranty may be brought in any
state or federal court in Dallas County, Texas and Guarantor waives the right to
be sued elsewhere.

         16. TERM. This Guaranty shall terminate only when all of the
Obligations have been fully performed and satisfied.

         17. GUARANTY OF PAYMENT. This is a guaranty of payment and not a
guaranty of collection.

         18. PAST DUE AMOUNTS. All past due payments of the Obligations shall
bear interest at the maximum lawful rate, or if no maximum lawful rate is
established by applicable law, then at the rate per annum which shall from day
to day be equal to eighteen percent (18%).

         20. REPRESENTATIONS. Guarantor represents and warrants to Landlord that
(i) Guarantor has executed this Guaranty of his free will and accord, (ii)
Guarantor has read and understands the terms of this Guaranty and the Lease and
(iii) Guarantor has had the opportunity to have this Guaranty and the Lease
reviewed by an attorney of Guarantor's choice.

         IN WITNESS WHEREOF, Guarantor has executed this Guaranty as of the day
and year first written above.

                                           GUARANTOR:

ADDRESS OF GUARANTOR:                      ELI LILLY AND COMPANY,
                                           an Indiana corporation

c/o Lilly Corporate Center                 By:
Indianapolis, Indiana 46285                   ----------------------------------
                                           Name:
                                                --------------------------------
                                           Its:
                                               ---------------------------------




                                       G-3

<PAGE>   49






THE STATE OF _________  )
                        )
COUNTY OF    _________  )


         This instrument was acknowledged before me on the ______ day of March,
1996, by ____________________, ___________________ of Eli Lilly and Company, a
_____________ corporation, on behalf of said corporation.



                                        ----------------------------------------
                                        Notary Public, State of
                                                               -----------------

                                        ----------------------------------------
                                        Notary's Printed/Typed Name
My Commission Expires:


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






                                       G-4
<PAGE>   50



                                   EXHIBIT "H"


                                     FORM OF
             SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENT


         THIS AGREEMENT is dated the ____________ day of March, 1996, between
Bank One, Texas, N.A. ("Mortgagee"),and PCS Mail Service, Inc. ("Tenant").

                                    RECITALS

         A. Tenant has entered into a certain lease dated March ___, 1996 (the
"Lease"), with Alliance Commerce Center No. 5, Ltd. ("Landlord"), covering
certain property located in Fort Worth, Denton County, Texas more particularly
described as Exhibit "A" attached hereto and incorporated herein (the
"Premises"), and in connection with the Lease, The Eli Lilly Company has
executed and delivered to Landlord a certain Guaranty dated of even date with
the Lease (the "Guaranty"); and

         B. Mortgagee has made or will make a mortgage loan (the "Mortgage") to
Landlord, and the parties desire to set forth their agreement as hereinafter set
forth.

         NOW, THEREFORE, in consideration of the premises and of the sum of One
Dollar ($1.00) by each party in hand paid to the other, the receipt and
sufficiency of which is hereby acknowledged, it is hereby agreed as follows:

                                    AGREEMENT

         1. The Lease is and shall be subject and subordinate to the Mortgage
insofar as the Mortgage affects the real property of which the Premises form a
part, and to all renewals, modifications, consolidations, replacements and
extensions thereof, to the full extent of the principal sum secured thereby and
interest thereon.

         2. Tenant agrees that it will attorn to and recognize any purchaser at
a foreclosure sale under the Mortgage, any transferee who acquires the Premises
by deed in lieu of foreclosure, and the successors and assigns of such
purchaser, as its Landlord for the unexpired balance (and any extensions, if
exercised) of the term of the Lease upon the same terms and conditions set forth
in the Lease.

         3. In the event that Mortgagee or any other party acting by or through
Mortgagee acquires the Premises through foreclosure or by a deed in lieu of
foreclosure so long as the Lease is in full force and effect and Tenant shall
not be in default under any provision of the Lease beyond any applicable cure
period, Tenant's possession under the Lease and Tenant's rights and privileges
thereunder, and under any extensions or renewals, shall not be disturbed or
diminished, or in any way interfered with by Mortgagee or any other party acting
by or through Mortgagee during the term of the Lease and any extensions or
renewals.

         4. In the event that Mortgagee shall succeed to the interest of
Landlord under the Lease, Mortgagee shall not be:

                  (a) liable for any act or omission of any prior landlord
(including Landlord) or the breach of any warranties or obligations relating to
the Lease, the Premises, or the real property of which the Premises form a part
on the part of any prior landlord (including Landlord) except to the extent such
act or omission constitutes a continuing default under the Lease; or

                  (b) liable for the return of any security deposits unless
received or recovered by Mortgagee; or



                                       H-l
<PAGE>   51

                  (c) subject to any offsets or defenses which Tenant might have
against any prior landlord (including Landlord) except to the extent a default
has occurred and is continuing; or

                  (d) bound by any rent or additional rent which Tenant might
have paid for more than the current month to any prior landlord (including
Landlord) other than escrow payments of operating expenses, taxes and insurance
that are made pursuant to the Lease;

                  (e) bound by any material amendment or modification of the
Lease made without its consent where the effect of such amendment or
modification would be to increase Landlord's obligations under the Lease or
decrease Tenant's obligations under the Lease.

         The above-listed items, (a)-(e), shall not be construed to modify or
limit any rights Tenant may have at law or in equity against Landlord or any
other prior owner of the premises.

         5. Tenant shall not pay rental under the Lease for more than one month
in advance, other than escrow payments of operating expenses, taxes and
insurance that are made pursuant to the Lease.

         6. Tenant acknowledges that as of the date of execution of this
Agreement, the Lease is in good standing, and in full force and effect without
any modification or amendment at the date hereof, except as shown on Exhibit B,
the Guaranty is in full force and effect and now covers the obligations and
covenants of Tenant under the Lease and, to the Tenant's actual knowledge, there
is no default by Landlord under the terms of the Lease.

         7. Tenant agrees that Tenant shall furnish to Mortgagee copies of any
notices of default, termination of the Lease, (and permit Mortgagee to cure any
default of Landlord within the time periods allowed Landlord in the Lease) prior
to proceeding to exercise any of the rights and remedies of Tenant under the
Lease, including termination of the Lease, abatement of rental payments due
thereunder, or performance of Landlord's covenants or obligations which Tenant
asserts to be in default.

         8. All notices required or permitted to be given hereunder shall be in
writing and delivered personally or sent by United States registered or
certified mail, postage prepaid, return receipt requested, or by express
delivery service which provides for return receipts, addressed to Tenant, or
Mortgagee, as the case may be, at the address of such party set forth opposite
the signature of such party hereto or such other address as may thereafter be
provided in writing to the respective parties. Any notice sent to any party
hereunder shall be sent to all other parties hereunder. Tenant shall be entitled
to rely upon any notice from Mortgagee hereunder as to the matters stated in and
covered by any such notice.

         9. Tenant hereby expressly consents to the assignment of the Guaranty
by Landlord to Mortgagee.

         10. It has been represented to Tenant that Landlord will execute and
deliver to Lender an Assignment of Rents assigning absolutely the rentals under
the Lease to Lender. Tenant hereby agrees to deliver to Mortgagee all rents due
on the Lease upon notice from Mortgagee that it is exercising such right under
the Assignment of Rents. Landlord hereby releases Tenant from any liability for
payments that are made to Mortgagee pursuant to the immediately preceding
sentence.

         11. This Agreement contains the sole and entire agreement and
understanding between the Tenant and Mortgagee with respect to the subject
matter hereof and shall supersede any and all other oral or written agreements
between the parties with respect to the subject matter hereof.

         12. This Agreement shall be binding upon and shall inure to the benefit
of the parties hereto and their respective successors and assigns.



                                       H-2
<PAGE>   52


         IN WITNESS WHEREOF, the parties hereto have executed these presents the
day and year first above written.


                                           "MORTGAGEE"

Address:                                   BANK ONE TEXAS, N.A.
500 Throckmorton Street
Fort Worth, Texas 76102
Attn: Martin J. Noto, Jr.                  By:
                                              ----------------------------------
                                           Name:
                                                --------------------------------
                                           Title:
                                                 -------------------------------


                                           "TENANT"

Address:                                   PCS MAIL SERVICE, INC.
c/o Lilly Corporate Center                 a Delaware corporation
Indianapolis, Indiana 46285
Attn: Debra K. Totten                      By:
                                              ----------------------------------
                                           Name:
                                                --------------------------------
                                           Title:
                                                 -------------------------------


With copies to:

PCS Health Systems, Inc.
9501 East Shea Boulevard
Scottsdale, Arizona 85072-2115
Attn: Arnold A. Pinkston


       and


Jackson & Walker, L.L.P.
1100 Louisiana, Suite 4200
Houston, Texas 77002
Attn: Kurt Nondorf


LANDLORD'S EXECUTION:

Landlord joins in the execution of this Agreement for the sole and limited
purpose of releasing Tenant as provided in, and only to the extent described
in, Section 10 of this Agreement.

ALLIANCE COMMERCE CENTER NO. 5, LTD.,
a Texas limited partnership

By: Hillwood Property Company,
    a Texas corporation
    General Partner

By:
   ---------------------------
Name:
     -------------------------
Title:
      ------------------------




                                      H-3
<PAGE>   53



STATE OF TEXAS

COUNTY OF TARRANT


                  This instrument was acknowledged before me on March, 1996, by
_________, ______________ of Bank One, Texas, N.A. a national banking
association, on behalf of the association.


                                        ---------------------------------------
                                        Notary Public, State of Texas


My Commission Expires:                  Printed Name of Notary:


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



STATE OF TEXAS

COUNTY OF TARRANT

         This instrument was acknowledged before me on _____________, 1995,
by _____________, of PCS Mail Service, Inc., a Delaware corporation, on behalf
of the corporation.


                                        ---------------------------------------
                                        Notary Public, State of Texas


My Commission Expires:                  Printed Name of Notary:


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




STATE OF TEXAS

COUNTY OF TARRANT

         This instrument was acknowledged before me on ___________, 1996, by
______________, __________________ of Hillwood Property Company, a Texas
corporation and general partner of Alliance Commerce Center No. 5, Ltd., a Texas
limited partnership, on behalf of said limited partnership.


                                        ---------------------------------------
                                        Notary Public, State of Texas


My Commission Expires:                  Printed Name of Notary:


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



                                       H-4
<PAGE>   54



                                   EXHIBIT "I"


                            SUBORDINATION OF MORTGAGE


         TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA as owner and
holder of a certain promissory note dated _____________, 19__, in the principal
sum of ________________ Dollars and of a certain Mortgage or Deed of Trust of
even date therewith and securing the said Note, recorded on ________ in Book
________ at Page ________, Official Records, ________ County, ________ now a
first lien upon the premises more particularly demised and described in that
certain Lease dated _____________, 19__, by and between ____________, as Lessor,
and ________________, as Lessee, and upon other property, in consideration of
such leasing and of the sum of One ($1.00) Dollar and other good and valuable
consideration, receipt of which is hereby acknowledged,

         DOES hereby covenant and agree that the said Mortgage or Deed of Trust
shall be and the same is hereby made SUBORDINATE to the said Lease with the same
force and effect as if the same Lease had been executed, delivered and recorded
prior to the execution, delivery and recording of the said Mortgage or Deed of
Trust;

         EXCEPT, HOWEVER, that this Subordination shall not affect nor be
applicable to and does hereby expressly exclude:

         (a) The prior right, claim and lien of the said Mortgage or Deed of
Trust in, to and upon any award or other compensation heretofore or hereafter to
be made for any taking by eminent domain of any part of the said premises, and
to the right of disposition thereof in accordance with the provisions of the
said Mortgage or Deed of Trust,

         (b) The prior right, claim and lien of the said Mortgage or Deed of
Trust in, to and upon any proceeds payable under all policies of fire and rent
insurance upon the said premises and as to the right of disposition thereof in
accordance with the terms of the said Mortgage or Deed of Trust, and

         (c) Any lien, right, power or interest, if any, which may have arisen
or intervened in the period between the recording of the said Mortgage or Deed
of Trust and the execution of the said lease, or any lien or judgment which may
arise at any time under the terms of such lease.

         This Subordination shall inure to the benefit if and shall be binding
upon the undersigned, its successors and assigns.

         IN WITNESS WHEREOF, the Subordination has been duly signed and
delivered by the undersigned this _____ day of _____________ , 19__.


                                       TEACHERS INSURANCE AND ANNUITY
                                           ASSOCIATION OF AMERICA



                                       By:
                                           -------------------------------------
                                           Assistant Secretary




                                      I-1

<PAGE>   55


STATE OF NEW YORK        )
                         )     SS:
COUNTY OF NEW YORK       )



         Before me, a Notary Public, in and for said County, personally appeared
________________, to me known and known to me to be the persons who, as
Assistant Secretary of TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA,
the Corporation which executed the foregoing instrument, signed the same, and
acknowledged to me that they did so sign said instrument in the name and upon
behalf of said corporation as such officers respectively; that the same is their
free act and deed as such officers, respectively, and the free act and deed of
said corporation; that they were duly authorized thereunto by its board of
trustees; and that the seal affixed to said instrument is the corporate seal of
said corporation.

         IN TESTIMONY WHEREOF, I have hereunto subscribed my name and affixed my
official seal at New York, New York this _____ day of ______________, 19___.



                                       -----------------------------------------
                                                    Notary Public


                               LESSEE'S AGREEMENT

         The undersigned, as Lessee under the lease herein described, does
hereby accept and agree to the terms of the foregoing Subordination, which shall
inure to the benefit of and be binding upon the undersigned and the heirs,
executors, administrators, legal representatives, successors and assigns of the
undersigned.


                                      By:
                                         ---------------------------------------


                                 ACKNOWLEDGMENTS

INDIVIDUAL

STATE OF              )
                      )       SS:
COUNTY OF             )

         On this _____ day of _____________, 19__, before me personally appeared
________________ to me personally known to be the person described in and who
executed the foregoing instrument, and acknowledged that ____________________
executed the same as their free act and deed.



                                       -----------------------------------------
                                                    Notary Public


                                                My commission expires:


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






                                       I-2
<PAGE>   56



CORPORATE


STATE OF              )
                      )           SS:
COUNTY OF             )


         On this _____ day of _____________, 19__, before me, personally
appeared _______________ to me personally known, who, being by me duly sworn,
did say he is the ________________ of ________________ and that the seal affixed
to the foregoing instrument is the corporate seal of said corporation, and that
said instrument was signed and sealed in behalf of said corporation by authority
of its Board of Directors, and acknowledged said instrument to be the free act
and deed of said corporation.


                                       -----------------------------------------
                                                    Notary Public


                                                My commission expires:


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





PARTNERSHIP

STATE OF              )
                      )           SS:
COUNTY OF             )


         In ________________ County in said station on the _____ day of
_____________, 19__, before me personally appeared ________________ as general
partner of ________________ PARTNERSHIP, to be known and known by me to be the
party executing the foregoing and the acknowledged said instrument by him
executed to be his free act and deed, and his free act and deed in his
capacities as aforesaid, and the free act and deed of ________________
PARTNERSHIP.


                                       -----------------------------------------
                                                    Notary Public


                                                My commission expires:


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



                                       I-3
<PAGE>   57

                          AMENDMENT TO LEASE AGREEMENT

     This Amendment to Lease Agreement ("Amendment") is entered into as of the
9th day of June, 1999 by and between Alliance Commerce Center No. 5, Ltd., a
Texas limited partnership ("Landlord") and PCS Mail Services of Fort Worth,
Inc., a Delaware corporation (formerly known as PCS Mail Service, Inc.)
("Tenant").

     Landlord and PCS Mail Service, Inc. ("PCS") entered into that certain Lease
Agreement dated March 26, 1996 ("Lease") relating to approximately 93,764 square
feet of space in the building commonly known as Alliance Commerce Center 5 and
being more particularly described in the Lease. Pursuant to a certificate of
amendment filed with the office of the Secretary of State of the State of
Delaware on or about February 23, 1999, PCS Mail Service, Inc. changed its name
to PCS Mail Services of Fort Worth, Inc. PCS Mail Services of Fort Worth, Inc.
is currently the "Tenant" under the Lease. The capitalized terms not otherwise
defined herein shall have the same meanings as in the Lease. The parties desire
to amend the Lease and to provide for certain other matters as more particularly
set forth herein.

     NOW, THEREFORE, for and in consideration of the sum of $10.00 and other
good and valuable consideration, the receipt and adequacy of which is hereby
acknowledged and confessed, the parties hereby agree as follows:

     1.   The Lease is hereby amended by including within the definition of
Premises (in addition to the premises currently included within the definition
of Premises), the tract of land containing approximately 0.683 acres that is
more particularly described on Exhibit A-2 attached hereto and made a part
hereof ("Additional Parking Tract") with respect to which Landlord has an
easement estate pursuant to an Easement Agreement dated on or about the date
hereof executed by AIL Investment, L.P., as grantor, and Landlord, as grantee
("Additional Easement").

     2.   The Lease is hereby amended by including within the definition of
Project (in addition to the property currently included within the definition of
Project), the Additional Parking Tract and all buildings, structures and
improvements situated on the Additional Parking Tract at any time during the
Term. The Lease is hereby amended by adding to the depiction of the Project set
forth on Exhibit B-1 that is currently attached to the Lease the Exhibit B-1
that is attached to this Amendment, which Exhibit B-1 attached hereto shows by
cross hatching the increased area that is included within the Project pursuant
to the terms hereof.

     3.   (a) Although the Additional Parking Tract is part of a Premises
pursuant to this Lease, it is agreed that the Additional Parking Tract shall be
used only for the purpose of constructing a surface parking lot ("Additional
Parking Lot") for use by Tenant, its employees and invitees during the Term of
the Lease. The Additional Parking Lot shall be constructed on the Additional
Parking Tract by Landlord, at Tenant's sole cost and expense, in accordance with
the terms of this paragraph. Prior to the date hereof (i) Tenant has given
Landlord a notice to proceed with the construction of the Additional Parking
Lot, and (ii) Landlord and Tenant have agreed in writing to the plans and
specifications for the Additional Parking Lot. Landlord shall cause to be
constructed the Additional Parking Lot upon the Additional Parking Tract. The
cost of constructing the Additional Parking Lot (including all costs of
materials and construction, design and engineering expenses, financing costs,
legal expenses and all other hard and soft costs associated therewith) is
referred to herein as the "Additional Parking Lot Construction Costs". Tenant
shall be responsible for the payment of all Additional Parking Lot Construction
Costs and shall pay such amounts to Landlord from time to time upon receipt of
Landlord's invoices therefor. In
<PAGE>   58
addition, upon substantial completion of the construction of the Additional
Parking Lot (as evidenced by Landlord's notice to Tenant that substantial
completion has occurred), the annual Base Rent under the Lease shall be
increased, effective as of the date of substantial completion and continuing
during the Term of the Lease, by an amount equal to 10% of the land cost of the
Additional Parking Tract (which land cost is hereby stipulated to be equal to
$2.65 per square foot of land area contained in the Additional Parking Tract),
or $7,884.14 per annum. Tenant shall, upon Landlord's request, execute a
further amendment to the Lease to confirm such increase in the Base Rent
(although the execution of such further amendment shall not be necessary to
effectively increase the Base Rent in accordance with the terms hereof). The
term "substantial completion", and terms of similar import, shall mean that the
concrete on the Additional Parking Lot is dry and the Additional Parking Lot is
suitable and ready for handling vehicular traffic and parking of vehicles
thereon.

     (b)  Notwithstanding anything to the contrary contained herein or in the
Lease, it is agreed that (i) Landlord (on its own behalf and on behalf of the
grantor of the Additional Easement) expressly reserves the right to grant
utility and access easements and other similar rights to third parties with
respect to the Additional Parking Tract and to plat or replat the Additional
Parking Tract as long as Tenant's right to use the Additional Parking Lot for
parking purposes is not unreasonably affected thereby, and so long as Landlord,
the grantor of the Additional Easement or the third party is responsible for
the repair of any parking improvements occasioned by such grant of easements or
similar rights or the use thereof, and (ii) Landlord shall not be required to
construct the Additional Parking Lot on the portions of the Additional Parking
Tract on which any easement for the benefit of the City of Fort Worth exists as
of the date hereof. Although Tenant acknowledges the existence of the
Additional Easement, it is agreed that Tenant does not hereby assume any of the
obligations of the grantee under the Additional Easement.

     (c)  Landlord agrees that so long as Tenant performs its obligations
under the Lease, Landlord shall be solely responsible for keeping the
Additional Easement in place to ensure Tenant's quiet enjoyment of the
Additional Parking Tract in accordance with the terms hereof.

     (d)  The term "Parking Lot" as used in the Lease (including, without
limitation, for purposes of references to "Parking Lot" in Paragraphs 3 and 6
of the Lease) shall be understood to refer to both the Parking Lot as currently
defined in the Lease, as well as the Additional Parking Lot. The term "Parking
Tract" as used in the Lease shall be understood to refer to both the Parking
Tract as currently defined in the Lease, as well as the Additional Parking
Tract. The term "Easement" as used in the Lease shall be understood to refer to
both the Easement as currently defined in the Lease, as well as the Additional
Easement.

     4.   In addition to Tenant's other obligations hereunder, Tenant shall be
responsible for the payment of all roll-back taxes, together with interest
thereon, that are, or have been, triggered as a result of the change in use of
the Additional Parking Tract, which amount shall be paid by Tenant to Landlord
immediately upon Landlord's presentation of an invoice therefor.

     5.   As amended hereby, the Lease remains in full force and effect.
Nothing contained in this Amendment is intended to (nor shall it) release,
impair or affect in any manner (i) that certain guaranty agreement dated March
26, 1996 ("Guaranty") executed by Eli Lilly and Company ("Eli Lilly") in
connection with the Lease, or (ii) the liability of Eli Lilly under the
Guaranty. In the event of a conflict or an inconsistency between the Lease and
this Amendment, the terms of this Amendment shall control. This Amendment may
be executed in multiple counterparts.
<PAGE>   59


                                     ALLIANCE COMMERCE CENTER NO. 5, LTD.,
                                     a Texas limited partnership

                                     By:  Hillwood Operating, L.P.,
                                          a Texas limited partnership,
                                          its general partner

                                          By:  Hillwood Development Corporation,
                                               a Texas corporation,
                                               its general partner


                                          By:     /s/ [ILLEGIBLE]
                                                 -------------------------------
                                          Name:   [ILLEGIBLE]
                                                 -------------------------------
                                          Title: Vice President
                                                 -------------------------------

                                     PCS MAIL SERVICES OF FORT WORTH, INC.,
                                     a Delaware corporation


                                     By:    /s/ JOHN E. VORIS
                                            ------------------------------------
                                     Name:  John E. Voris
                                            ------------------------------------
                                     Title: Exec VP
                                            ------------------------------------

<PAGE>   60
                               LEGAL DESCRIPTION

BEING a tract of land situated in the Greenberry Overton Survey, Abstract No.
972, Denton County, Texas, and being a portion of that tract as described by
deed to Hillwood/1358, LTD. and recorded in Volume 2512, Page 460, deed
records, Denton County, Texas, said tract being more particularly described by
metes and bounds as follows:

COMMENCING at the southwest corner of Lot 6, Block 1, Alliance Center, as
recorded in Cabinet 1, Page 254, Denton County Plat Records, said point being
in the northerly right-of-way line of Eagle Parkway (a 120 foot wide public
right-of-way) dedicated by deed recorded in Volume 2769, Page 580, said County
Records;

THENCE S80(degrees) 06'56"W, 365.00 feet along said northerly right-of-way line
to the POINT OF BEGINNING;

THENCE S80(degrees) 06'56"W, 70.00 feet;

THENCE N09(degrees) 53'04"W, 425.00 feet;

THENCE N80(degrees) 06'56"E, 70.00 feet;

THENCE S09(degrees) 53'04"E, 425.00 feet to the POINT OF BEGINNING and
containing 29,750 square feet of 0.683 acres of land more or less.





                                                               January 28, 1999
                                                                    Page 1 of 1
<PAGE>   61

                                  [SITE PLAN]
<PAGE>   62
                            WALKWAY ACCESS AGREEMENT



         PCS Mail Service, Inc., a Delaware corporation ("PCS") has a leasehold
interest in the tract described in the attached Exhibit "A" (the "Parking Lot
Tract") and a leasehold interest in the tract described in the attached Exhibit
"B" (the "Facility Tract"). PCS's leasehold interest in the Parking Lot Tract
and the Facility Tract is established by a Lease Agreement dated March 26, 1996,
between Alliance Commerce Center No. 5, Ltd. ("Landlord") and PCS, as tenant
(the "Lease").

         Hillwood/1358, Ltd., a Texas limited partnership ("H/1358"), owns the
property described in the attached Exhibit "C" (the "Proposed ROW Tract") and in
the attached Exhibit "D" (the "Drainage Easement Tract"). The Proposed ROW Tract
and the Drainage Easement Tract are situated between the Parking Lot Tract and
the Facility Tract. A drawing of the tracts described in Exhibits "A", "B", "C"
and "D" is attached hereto as Exhibit "E".

         PCS desires the right to install a pedestrian walkway between the
Parking Lot Tract and the Facility Tract crossing over the surface of the
Proposed ROW Tract and the Drainage Easement Tract (the "Walkway"). H/1358 is
willing to grant such right on the terms and conditions set forth in this
Walkway Access Agreement (this "Agreement").

         NOW, THEREFORE, for good and valuable consideration, H/1358 and PCS
agree as follows:

         1. Subject to the following terms and conditions PCS shall have the
right to install, at PCS's expense, the Walkway. H/1358 shall grant, upon
request of PCS, such easements or licenses over the Proposed ROW Tract and the
Drainage Easement Tract as may be necessary for the construction, use,
maintenance and repair of the Walkway, such easements or licenses to contain
terms consistent with the terms of this Agreement.

         2. The rights of PCS hereunder and under any easements or licenses
granted pursuant hereto shall expire upon the recording in the Real Property
Records of a certificate of H/1358 that the Lease has expired and terminated.

         3. PCS shall not commence construction of the Walkway until plans
therefor have been submitted to and approved in writing by H/1358, which
approval shall not be unreasonably withheld. PCS shall comply with (i) all
applicable governmental regulations pertaining to the installation of the
Walkway and shall obtain all required governmental permits therefor, (ii) the
requirements of all recorded covenants, conditions and restrictions applicable
to the Proposed ROW Tract and the Drainage Easement Tract; and (iii) the
requirements of the "Alliance Development Guidelines". Subject to the foregoing,
the portion of the Walkway traversing the Drainage Easement Tract is
contemplated to be a bridge-like structure. Once the Walkway is installed, the
portions of the Proposed ROW Tract and the Drainage Easement Tract on which the
Walkway is installed shall be the only portion of such tracts that thereafter
are affected by this Agreement.


                                       -1-
<PAGE>   63


         4. The rights granted hereunder are subject to all matters of record.
H/1358 represents to PCS that it is the owner of fee title to the Proposed ROW
Tract and the Drainage Easement Tract and has the requisite authority to enter
into and perform its obligations under this Agreement. PCS shall maintain the
Walkway in good condition and repair at all times. PCS shall pay all costs of
installing and maintaining the Walkway. PCS shall (i) carry insurance in such
amounts and such coverages as reasonably required by H/1358, and (ii) indemnify
and hold H/1358 harmless from and against all liabilities and claims of any
nature arising from the Walkway or the use thereof. This indemnity obligation
shall survive the termination of this Agreement with respect to events that
occurred prior to such termination.

         5. (a) It is contemplated that H/1358 may dedicate or convey the
Proposed ROW Tract to the City of Fort Worth, Texas ("City") or another
governmental entity as a right of way for a public street (the "Public Street").
In such event, and effective upon such conveyance or dedication (either by plat
or separate instrument recorded in the Real Property Records of Denton County,
Texas), all rights of PCS hereunder shall terminate insofar as such pertain to
the Proposed ROW Tract, and the portion of the Walkway situated on the Proposed
ROW Tract shall be removed by PCS if required by the City or such other
governmental entity. H/1358 shall use its reasonable good faith efforts to
assist PCS in obtaining a curb cut providing vehicular access from the Parking
Lot Tract to the Public Street.

         (b) At any time prior to one year before the expiration of the primary
term of the Lease, PCS may deliver written notice to H/1358 requesting that
H/1358 build the Public Street (to a northerly point even with the curb-cut into
the Parking Lot Tract). Following the receipt of such notice, the deposits by
PCS of the estimated design and construction cost as provided below and the
obtaining of all governmental permits and approvals, H/1358 shall construct or
cause to be constructed the Public Street and a median cut and left turn lane in
Eagle Parkway (the "Median Cut") that allows eastbound traffic of Eagle Parkway
to turn onto the Public Street (the "Street Improvements"). The construction
obligations of H/1358 hereunder are subject to the following:

                  (i) the deposit (in cash or cash equivalent acceptable to
         H/1358) by PCS with H/1358, prior to commencement of any design work
         for the Street Improvements, of the costs that will be incurred for
         such design work as reasonably estimated by H/1358);

                  (ii) the deposit (in cash or cash equivalent acceptable to
         H/1358) by PCS with H/1358, prior to the commencement of construction
         of the Street Improvements, of the costs that will be incurred for such
         construction as reasonably estimated by H/1358 (with H/1358 to
         provide to PCS an estimated budget for such construction as the basis
         for the amount of such deposit and such supporting documentation
         reasonably requested by PCS); and

                  (iii) the obtaining of all governmental permits and approvals
         required for such construction.


                                       -2-
<PAGE>   64

Such work shall be accomplished in a diligent manner and in accordance with
applicable governmental requirements, commencing upon satisfaction of the
conditions set forth in (i), (ii) and (iii) above and subject further to such
delays that result from causes beyond the reasonable control of H/1358. H/1358
may pay the construction costs on a periodic basis from the above-referenced
construction cost deposit and shall provide PCS with a reasonable accounting of
the use of such deposit. If either deposit amount is not sufficient to pay all
costs of such design or construction work, PCS, upon written request by H/1358,
shall pay all such excess design or construction costs on a periodic basis. Such
payments shall be due within ten days after demand therefor, and unpaid amounts
shall bear interest at 12% per annum from the due date until paid.

         (c) PCS may limit its request under (b) above to the construction of
the Median Cut, reserving the right to make a further request under (b) above
for the Public Street to be built at a later time. In such event, all of the
provisions of (b) above shall apply with respect to such Median Cut work, with
the deposits only required for the design and construction work for the Median
Cut, until such time as PCS requests that the Public Street be built under (b)
above.

         (d) At such time that a northerly extension of the Public Street is
completed and opened for use, H/1358 shall pay to PCS an amount equal to the
costs of the design and construction of the Median Cut and Street Improvements
previously paid by PCS.

         6. In the event H/1358 defaults in its obligations hereunder regarding
the Walkway (and such default is not cured within 15 days after H/1358 receives
a written notice thereof from PCS) or for any other reason, beyond the
reasonable control of PCS, that PCS is prevented from building the Walkway, such
that the Walkway is not installed, H/1358, at its expense, shall install a
sidewalk meeting all legal requirements in the right-of-way of Eagle Parkway
permitting pedestrian access between the Parking Lot Tract and the Facility
Tract. The foregoing shall not limit PCS's rights at law or in equity against
H/1358 upon a default by H/1358 under this Agreement.

         7. This Agreement is independent of the Lease. The default of H/1358
under this Agreement shall not affect in any way the rights or obligations of
Landlord or PCS under the Lease.

         8. This Agreement (a) shall be governed by the laws of the State of
Texas; (b) may be amended only by written document signed by PCS and the then
current owner of the Proposed ROW Tract and the Drainage Easement Tract; and (c)
is binding on the parties hereto and their respective successors and assigns.
The prevailing party in any litigation concerning this Agreement shall be
entitled to recover from the other party its reasonable legal fees and costs
incurred by the prevailing party in connection with such litigation. Notices
hereunder must be in writing and given by delivery service at the addresses
specified below or such other address of which notice is given by one party to
the other party.


                                       -3-
<PAGE>   65
DATED: April 29, 1996.

PCS MAIL SERVICE, INC.                 HILLWOOD/1358, LTD.

                                       By: Hillwood Property Company,
                                           General Partner

By: /s/ MITCHELL E. DANIELS, JR.       By: /s/ RICHARD G. PATTERSON
    ---------------------------------      --------------------------
    Name: Mitchell E. Daniels, Jr.         Name: Richard G. Patterson
          ---------------------------            --------------------
    Title: President - North American      Title: President
           Pharmaceutical Operations       -------------------
           --------------------------

9501 East Shea Boulevard               2421 Westport Parkway, Suite 200
Scottsdale, Arizona 85072-2115         Fort Worth, Texas 76177


STATE OF INDIANA       )
                       )
COUNTY OF MARION       )

         This instrument was acknowledged before me this 29th day of April,
1996 by Mitchell E. Daniels, President of PCS Mail Service, Inc., a Delaware
corporation, on behalf of said corporation.


                                /s/ LORALYN A. LOVELL
                               ---------------------------------------------
My Commission Expires:         Notary Public in and for the State of Indiana

September 12, 1998             [STAMP]
------------------             ---------------------------------------------
                               Printed Name of Notary


                                      -4-
<PAGE>   66
STATE OF TEXAS

COUNTY OF [ILLEGIBLE]


     This instrument was acknowledged before me this ?? day of April, 1996 by
[Illegible], President of Hillwood Property Company, a Texas corporation,
General Partner of Hillwood/1358, Ltd., a Texas limited partnership, on behalf
of said partnership.

                                     /s/ JEANNE L. DENOLF
                                     -------------------------------------------
My Commission Expires:               Notary Public in and for the State of Texas

2-22-99                              Jeanne L. Denolf
----------------------               -------------------------------------------
                                     Printed Name of Notary


                                                    [NOTARY SEAL]
                                                  JEANNE L. DENOLF
                                                    NOTARY PUBLIC
                                                   State of Texas
                                                 Comm. Exp. 02-22-99

<PAGE>   67


                                  EXHIBIT "A"

                                  [SITE PLAN]
<PAGE>   68
                               LEGAL DESCRIPTION
                                  EXHIBIT "A"
                               PARKING LOT TRACT

Being a tract of land situated in the G. Overton Survey, Abstract No. 972,
Denton County, Texas, and being a portion of that tract of land described in a
Deed to Hillwood/1358, LTD. as recorded in Volume 2512, Page 460 of the Deed
Records, of Denton County, Texas, said tract being more particularly described
as follows:

COMMENCING at the southwest corner of Lot 6, Block 1, Alliance Center, as
recorded in Cabinet L, Page 254, of the Plat Records of Denton County, Texas,
said point being in the north right-of-way line of Eagle Parkway;

THENCE S80(degree)06'56"W, 160.00 feet along said right-of-way line to the
POINT OF BEGINNING;

THENCE continuing S80(degree)06'56"W, 205.00 feet along said right-of-way line;

THENCE N09(degree)53'04"W, 426.00 feet leaving said right-of-way line;

THENCE N80(degree)06'56"E, 205.00 feet;

THENCE S09(degree)53'04"E, 425.00 feet to the POINT OF BEGINNING, and
containing 87,125 square feet or 2.00 acres of land, more or less.

<PAGE>   69
                                  EXHIBIT "B"

                                      Land


                               LEGAL DESCRIPTION

BEING A TRACT OF LAND SITUATED IN THE GREENBERRY OVERTON SURVEY, ABSTRACT NO.
972, DENTON COUNTY, TEXAS, AND BEING A PORTION OF THAT TRACT OF LAND DESCRIBED
BY DEED TO HILLWOOD/1358, LTD. AND RECORDED IN VOLUME 2512, PAGE 460, DENTON
COUNTY DEED RECORDS, SAID TRACT BEING MORE PARTICULARLY DESCRIBED BY METES AND
BOUNDS AS FOLLOWS:

COMMENCING AT 5/8 INCH IRON ROD WITH YELLOW CAP STAMPED "CARTER & BURGESS"
FOUND AT THE SOUTHWEST CORNER OF LOT 6, BLOCK 1, ALLIANCE CENTER, AN ADDITION
TO THE CITY OF FORT WORTH AS RECORDED IN CABINET L, PAGE 254, DENTON COUNTY
PLAT RECORDS, SAID IRON ROD BEING IN THE NORTHERLY RIGHT-OF-WAY LINE OF EAGLE
PARKWAY (A 120 FOOT PUBLIC RIGHT-OF-WAY) AS DEDICATED BY SEPARATE INSTRUMENT
RECORDED IN VOLUME 2769, PAGE 580, DENTON COUNTY DEED RECORDS:

THENCE S80(degrees)06'56"W, 160.00 FEET ALONG SAID RIGHT-OF-WAY TO THE POINT OF
BEGINNING;

THENCE S80(degrees)06'56"W, 190.00 FEET, CONTINUING ALONG SAID RIGHT-OF-WAY;

THENCE S90(degrees)53'04"W, 460.00 FEET, DEPARTING SAID RIGHT-OF-WAY;

THENCE N80(degrees)06'56"E, 190.00 FEET;

THENCE S09(degrees)53'04"E, 460.00 FEET TO THE POINT OF BEGINNING AND
CONTAINING 87,400 SQUARE FEET OR 2.006 ACRES OF LAND, MORE OR LESS.


<PAGE>   70
                               LEGAL DESCRIPTION
                                  EXHIBIT "C"
                                ACCESS EASEMENT

Being a tract of land situated in the G. Overton Survey, Abstract No. 972,
Denton County, Texas, and being a portion of that tract of land described in a
Deed to Hillwood/1358, LTD. as recorded in Volume 2512, Page 460 of the Deed
Records, of Denton County, Texas, said tract being more particularly described
as follows:

COMMENCING at the southwest corner of Lot 6, Block 1, Alliance Center, as
recorded in Cabinet L, Page 254, of the Plat Records of Denton County, Texas,
said being in the north right-of-way line of Eagle Parkway;

THENCE S80(degrees)06'56"W, 100.00 feet along said right-of-way line to the
POINT OF BEGINNING;

THENCE continuing S80(degrees)06'56"W, 60.00 feet along said right-of-way line;

THENCE N09(degrees)53'04"W, 425.00 feet leaving said right-of-way line;

THENCE N80(degrees)06'56"E, 60.00 feet;

THENCE S09(degrees)53'04"E, 425.00 feet to the POINT OF BEGINNING, and
containing 25,500 square feet or 0.585 acres of land, more or less.


<PAGE>   71
                               LEGAL DESCRIPTION
                                  EXHIBIT "D"
                               DRAINAGE EASEMENT

Being a tract of land situated in the G. Overton Survey, Abstract No. 972,
Denton County, Texas, and being a portion of that tract of land described in a
Deed to Hillwood/117, LTD. as recorded in Real Property Records No. R0025940 of
Denton County, Texas, said tract being more particularly described as follows:

BEGINNING at the southwest corner of Lot 6, Block 1, Alliance Center, as
recorded in Cabinet L, Page 254, of the Plat Records of Denton County, Texas,
said being in the north right-of-way line of Eagle Parkway;

THENCE S80(degrees)06'56"W, 100.00 feet along said right-of-way line;

THENCE N09(degrees)53'04"W, 400.00 feet leaving said right-of-way line;

THENCE N80(degrees)06'56"E, 156.50 feet to the beginning of a curve to the left;

THENCE 88.75 feet along the arc of said curve, through a central angle of
90(degrees)00'00", whose radius is 56.50 feet the long chord of which bears
S35(degrees)06'56"W, 79.90 feet;

THENCE S09(degrees)53'04"E, 343.50 feet to the POINT OF BEGINNING, and
containing 40,685 square feet, or 0.934 acres of land, more or less.

THENCE S09(degrees)53'04"E, 425.00 feet to the POINT OF BEGINNING, and
containing 40,685 square feet or 0.934 acres of land, more or less.





<PAGE>   72
                               [PROPERTY DIAGRAM]

ALLIANCE ARCHITECTS INC.                                     PCS HEALTH SERVICES
</TEXT>
</DOCUMENT>
