Brad,
You may wish to consider a Feisol tripod. My company Really Big Cameras is an authorized Feisol dealer and an APUG sponsor.
You can see specs and prices on all Feisol tripod models
here. It sounds like the CT-3442 would meet your requirements for lightweight and compact.
It also supports the optional LB-7567 leveling base. You can read more about how the leveling base works in (there was a url link here which no longer exists).
Feisol also offers a very affordable panning base (PB-70) that could be mounted on top of the LB-7567 leveling base.
If you have any questions about the Feisol tripods or accessories, I'd be happy to answer them here, or through PM or email.
Kerry Thalmann
Really Big Cameras