INDUSTRIAL LEASE AGREEMENT



INDUSTRIAL LEASE
AGREEMENT


Date:       March 13,2002


                between


                CP-COPPELL INDUSTRIAL, LTD.,


                a Texas Limited Partnership


                and


                ALADDIN MANUFACTURING
CORPORATION,


                a Delaware corporation


                TABLE OF CONTENTS


Page


	
  ARTICLE I  

  	
  1

  
	
  DEFINITIONS

  	
  1

  
	
  ARTICLE II

  	
  1

  
	
  LEASE GRANT

  	
  1

  
	
  Section 2.1
  Premises

  	
  1

  
	
  Section2.2Permitted
  Encumbrances

  	
  2

  
	
  CONSTRUCTION
  OF LEASEHOLD IMPROVEMENTS

  	
  2

  
	
  Section 3.1
  Design Criteria

  	
  2

  
	
  Section 3.2
  Leasehold Improvements

  	
  2

  
	
  Section 3.3
  Construction Guaranty

  	
  3

  
	
  ARTICLE IV

  	
  3

  
	
  RENT

  	
  3

  
	
  Section 4.1
  Payment of Rent

  	
  3

  
	
  Section 4.2
  Periodic Payment of Reimbursable Expenses; Adjustments

  	
  4

  
	
  Section 4.3
  Rent Adjustment

  	
  4

  
	
  Section 4.4
  [INTENTIONALLY OMITTED]

  	
  4

  
	
  Section 4.5
  Survival of Obligations

  	
  4

  
	
  Section 4.6
  Delinquent Payments

  	
  4

  
	
  Section 4.7
  Independent Obligations

  	
  4

  
	
  ARTICLE V

  	
  5

  
	
  OTHER
  ASSESSMENTS

  	
  5

  
	
  Section 5.1
  Payment of Impositions

  	
  5

  
	
  Section 5.2
  Other Impositions

  	
  5

  
	
  Section 5.3
  Landlord's Right to Contest

  	
  5

  
	
  Section 5.4
  Landlord's Covenants

  	
  5

  
	
  ARTICLE VI

  	
  6

  
	
  UTILITIES

  	
  6

  
	
  ARTICLE VII

  	
  6

  
	
  USE;
  COMPLIANCE WITH LAWS

  	
  6

  
	
  Section 7.1
  Permitted Use

  	
  6

  
	
  Section 7.2
  Hazardous Materials

  	
  6

  
	
  Section 7.3
  Compliance with Laws and Ordinances

  	
  7

  
	
  Section 7.4
  Compliance with Permitted Encumbrances

  	
  8

  
	
  ARTICLE VIII

  	
  8

  
	
  REPAIRS AND
  MAINTENANCE

  	
  8

  
	
  Section 8.1 By
  Landlord

  	
  8

  
	
  Section 8.2 By
  Tenant

  	
  8

  
	
  Section 8.3
  Prohibition Against Waste

  	
  8

  
	
  Section 8,4
  Landlord's Right to Effect Repairs

  	
  8

  
	
  Section 8.5
  Misuse or Neglect

  	
  9

  
	
  Section 8.6
  Maintenance/Service Contracts

  	
  9

  
	
  Section 8.7
  Common Area

  	
  9

  
	
  ARTICLE IX

  	

  
	
  ALTERATIONS
  AND IMPROVEMENTS

  	
  10

  
	
  ARTICLE X

  	
  10

  
	
  INDEPENDENT
  OBLIGATIONS

  	
  10

  
	
  ARTICLE XI

  	
  11

  
	
  ASSIGNMENT AND
  SUBLETTING

  	
  11

  
	
  ARTICLE XII

  	
  11

  
	
  LIABILITY

  	
  11

  
	
  ARTICLE XIII

  	
  12

  
	
  MORTGAGES

  	
  12

  
	
  ARTICLE XIV

  	
  12

  
	
  INSPECTION

  	
  12

  
	
  ARTICLE XV

  	
  12

  
	
  INSURANCE;
  WAIVER OF SUBROGATION

  	
  12

  
	
  ARTICLE XVI

  	
  13

  
	
  DESTRUCTION
  AND RESTORATION

  	
  13

  
	
  ARTICLE XVII

  	
  13

  
	
  CONDEMNATION

  	
  13

  
	
  ARTICLE XVIII

  	
  14

  
	
  HOLDING OVER

  	
  14

  
	
  ARTICLE XIX

  	
  14

  
	
  TAXES ON
  TENANTS PROPERTY

  	
  14

  
	
  ARTICLE XX

  	
  14

  
	
  EVENTS OF
  DEFAULT

  	
  14

  
	

  	

  
	
  ARTICLE XXI

  	
  15

  
	
  LANDLORD'S
  REMEDIES

  	
  15

  
	
  ARTICLE XXII

  	
  16

  
	
  SURRENDER OF
  PREMISES

  	
  16

  
	
  ARTICLE XXIII

  	
  16

  
	
  ATTORNEYS'FEES

  	
  16

  
	
  ARTICLE XXIV

  	
  16

  
	
  RESERVED
  PARKING

  	
  16

  
	
  ARTICLE XXV

  	
  16

  
	
  MECHANICS LIEN

  	
  16

  
	
  ARTICLE XXVI.

  	
  16

  
	
  SIGNS

  	
  16

  
	
  ARTICLE XXVII

  	
  17

  
	
  NOTICES

  	
  17

  
	
  ARTICLE XXVIII

  	
  17

  
	
  SEPARABILITY

  	
  17

  
	
  ARTICLE XXIX

  	
  17

  
	
  QUIET
  ENJOYMENT

  	
  17

  
	
  ARTICLE XXX

  	
  17

  
	
  EXISTENCE OF
  BROKER

  	
  17

  
	
  ARTICLE XXXI

  	
  18

  
	
  TENANTS
  REMEDIES

  	
  18

  
	
  ARTICLE XXXII

  	
  19

  
	
  ESTOPPEL
  CERTIFICATES

  	
  19

  
	
  ARTICLE XXXIII

  	
  19

  
	
  NOTICE TO
  LENDER

  	
  19

  
	
  ARTICLE XXXIV

  	
  19

  
	
  LANDLORD
  APPROVALS

  	
  19

  
	
  ARTICLE XXXV

  	
  19

  
	
  JOINT AND
  SEVERAL LIABILITY

  	
  19

  
	
  ARTICLE XXXVI

  	
  19

  
	
  GENDER

  	
  19

  
	
  ARTICLE XXXVII

  	
  19

  
	
  CAPTIONS

  	
  19

  
	
  ARTICLE
  XXXVIII

  	
  19

  
	
  ENTIRE
  AGREEMENT; AMENDMENTS; BINDING EFFECT

  	
  19

  
	
  ARTICLE XXXIX

  	
  20

  
	
  GOVERNING LAW
  AND PLACE OF PERFORMANCE

  	
  20

  
	
  ARTICLE XL

  	
  20

  
	
  GOOD
  STANDING/DUE AUTHORIZATION

  	
  20

  
	
  ARTICLE XLI

  	
  20

  
	
  FINANCIAL STATEMENTS

  	
  20

  
	
  ARTICLE XLII

  	
  20

  
	
  MEMORANDUM OF
  LEASE

  	
  20

  
	
  ARTICLE XLIII

  	
  20

  
	
  RENEWAL OPTION

  	
  20

  
	
  ARTICLE XLIV

  	
  21

  
	
  GENERAL
  PROVISION

  	
  21

  



INDUSTRIAL LEASE
AGREEMENT


THIS INDUSTRIAL
LEASE AGREEMENT (the "Lease") is made and entered into by and between
the Landlord and Tenant hereinafter named.


ARTICLE I


DEFINITIONS


The following
definitions and basic provisions shall be used in conjunction with and limited
by the reference thereto in the provisions of this Lease:


(a)           "Landlord": CP-COPPELL
INDUSTRIAL, LTD., a Texas limited partnership.


(b)           "Tenant": ALADDIN
MANUFACTURING CORPORATION., a Delaware corporation.


(c)      "Premises": That approximately
200,000 square foot portion of the approximately 600,000 square foot Building
(herein so called) identified on Exhibit "A-1" attached hereto and
made a part hereof, which Building is situated on that certain real property
described on Exhibit "A" attached hereto and made a part hereof (the
"Land"). The Building and the Land are hereinafter collectively
referred to as the "Property". The Building is situated upon a
portion of the Land, as reflected on Exhibit "A-1", and it is
contemplated that another building (the "Adjacent Building") may be
built upon the western portion of the Land.


(d)           "Lease Term": A period
commencing on May 1,2002 (the "Commencement Date") and ending August
31,2007 (the "Expiration Date").


(e)           "Basic Rental": $56,666.67
per month.


(f)            "Pennitted
Use":   Warehousing, cutting and
distribution of carpet and related items (herein, the "Primary Use")
and all other lawful uses permitted by applicable zoning.


(g)           "Maximum Rate": The lesser
of (i) the maximum rate of interest permitted by applicable law or (ii) two
percent (2%) above the "prime rate" of interest, as announced from
time to time in the Money Section of The Wall Street Journal or should The Wall
Street Journal cease to be published or should The Wall Street Journal cease to
publish a "prime rate", men the "prime rate" as charged
from time to time by Chase Bank, N.A., or its successor.


(h)           "Additional Rent": All sums
of money, other than Basic Rental, which become due under Article V, Section
8.7 or Article XV this Lease, or are otherwise specified to be "Additional
Rent" under this Lease. Basic Rental and Additional Rent shall collectively
constitute the "Rent" or "Rentals" due or to become due
under this Lease and are herein so called.


(i) "Common
Area":             All areas and
facilities that may exist, from time to time, outside the Building and the
Adjacent Building and within the perimeter boundary line of the Property for me
general, non-exclusive use of the Landlord, the Tenant and other tenants within
the Building and their respective employees, suppliers, shippers, customers and
invitees, including (without limitation, however) parking areas, loading and
unloading areas, trash areas, roadways, sidewalks, walkways, parkways,
driveways, alleys and landscaped areas. Tenant acknowledges that the Common
Area may include a common driveway running between the Building and the
Adjacent Building, together with landscaping incidental thereto.


(j)
"Tenant's Share":            A
fraction, the numerator of which is the total number of square feet of space
contained within the Premises and the denominator of which is the total number
of square feet of space contained within the Building and all other buildings,
if any, which may hereafter exist on the Property. Tenant's Share shall not
exceed 33.33%.


ARTICLE n


LEASE GRANT


Section 2.1
Premises. Landlord, in consideration of the Basic Rental to be paid and the
other covenants and agreements to be performed by Tenant and upon the terms and
conditions hereinafter stated, does hereby lease, demise and let unto Tenant
the Premises commencing on the Commencement Date (as defined in Article I(d)
hereof), or as adjusted as hereinafter provided) and ending on the last day of
the Lease Term, unless sooner terminated as herein provided. Provided all plans
and specifications are prepared, reviewed and approved in a manner so as not to
delay Landlord's completion of the Leasehold Improvements (as defined in
Section 3.2 hereof), Landlord anticipates that the Premises will be available
and ready for occupancy on or about May 1, 2002. If the Premises are not
available and ready for occupancy by May 1, 2002, then Landlord shall riot be
deemed to be in default hereunder, and Tenant agrees to accept possession of
the Premises at such tune as the Premises are available and ready for occupancy
and such date shall be deemed to be the Commencement Date. If the Leasehold
Improvements have not been substantially completed by June 15, 2002 (the
"Outside Completion Date"), men, as Tenant's sole recourse, the
Abatement Period (as defined in Section 4.1 hereof) shall be extended one (1)
day for each day beyond the Outside Completion Date that the Leasehold
Improvements have not been substantially completed; provided, however, if delay
is caused or contributed to by act or neglect of Tenant or those acting for or
under Tenant (hereinafter referred to as a 'Tenant Delay"), labor
disputes, casualties, acts of God or the public enemy, governmental embargo
restrictions, shortages of fuel, labor, or building materials, action or
non-action of public utilities, 01 of local, state or federal governments
affecting the work, or other causes beyond Landlord's reasonable control, men
the Outside Completion Date shall be extended for me additional time caused by
such delay. Such delays are each hereinafter referred to as an "Excused
Delay." In order for Landlord to claim an Excused Delay, Landlord must
provide Tenant written notice of such claim within ten (10) days after landlord
becomes aware of such delay. Landlord hereby waives payment of Basic Rental and
other payments to be made by Tenant hereunder covering any period prior to the
date the Premises are available and ready for occupancy, all of which shall
only commence upon the Commencement Date; however, should Tenant occupy the
Premises prior to the Commencement Date specified in Article l(d) hereof; the
Commencement Date and Lease Term shall be altered to coincide with said occupancy
with the Expiration Date of this Lease remaining unchanged. For the purpose
hereof, the Premises shall be deemed "available and ready for
occupancy" at such tune as Landlord has substantially completed the
construction or installation of any Leasehold Improvements (as defined in
Section 3.2 hereof), if any, required to be completed by Landlord pursuant to
Section 3.2 of this Lease to toe extent reasonably necessary so as to allow
Tenant to occupy the Premises and commence operations of its business therein,
notwithstanding the feet mat there may remain as incomplete certain minor,
"punchlist" items which do not materially interfere with Tenant's
intended use of the Premises; Landlord agrees to promptly attend to and
complete the punchlist items in a good and workmanlike manner. The Leasehold
Improvements shall be deemed to have been substantially completed when the
following having occurred:(i) the
issuance of a certificate of occupancy permitting Tenant to occupy die Premises
(01 the taking of such other action as may be customary to permit occupancy or
use thereof); and (ii) the issuance of a certificate of substantial completion
by Landlord's architect respecting the Leasehold Improvements; provided,
however, if the failure to secure such certificates or of taking such other
action is caused by the act, failure to act or neglect of Tenant, then the
Leasehold Improvements shall be deemed substantially completed and available
and ready for occupancy on the day when such certificates may have been issued
or such other, action may have been taken had it not been the act, failure to
act or neglect of Tenant By occupying the Premises, Tenant shall be deemed to
have accepted the Leasehold Improvements as substantially completed, except for
minor "punchlist items. Tenant shall endeavor to provide Landlord with a
list of deficiencies in the construction of the Leasehold Improvements within
thirty (30) days after it has taken possession of the Premises with all
Leasehold Improvements substantially completed; provided, further that nothing
herein shall reduce or impair Landlord's Construction Guaranty set forth in
Section 3.3 below. After the Commencement Date of this Lease, Tenant shall,
upon request from Landlord, execute and deliver to Landlord a letter of acceptance
of delivery of the Premises, which letter shall describe any deficiencies with
respect to the Leasehold Improvements of which Tenant has actual knowledge and
shall also state the Commencement Date and Expiration Date; provided, however,
that Landlord also confirms to Tenant the Commencement and Expiration Dates.


Tenant shall be
allowed, no earlier than April 1,2002 (without the requirement to pay Rent),
and following two (2) days prior written notice to Landlord and subject to
Landlord's reasonable approval, to install Tenant's equipment and racking
system within the Premises provided that (i) Tenant has furnished to Landlord
certificates of insurance evidencing the issuance of insurance as required by
Tenant under Article XV hereof; and (ii) Tenant does not thereby interfere with
the completion of construction of the Leasehold Improvements as a result of
such installations. Tenant does hereby assume all risk of loss or damage to
such machinery, equipment, fixtures and other personal property, aitd to
indemnify, defend and hold harmless Landlord from any loss or damage to such
machinery, equipment, fixtures and personal property, and all liability, loss
or damage arising from any injury to the property of Landlord, or its
contractors, subcontractors or materialmen, and any death or personal injury to
any person or persons to the extent arising out of such installations. Any such
use of the Premises is also subject to, and Tenant must comply with and
observe, all applicable laws and all other terms and conditions of this Lease.
In no event may Tenant conduct business in the Premises during such early
access period.


Section 2.2
Permitted Encumbrances. The Premises are subject to, and Tenant covenants and
agrees to comply with, the easements, restrictions, reservations and other
matters set forth in Exhibit "B" attached hereto and made a pan
hereof (collectively, the "Permitted Encumbrances"). Landlord
represents to Tenant that none of the Permitted Encumbrances will materially
interfere with or preclude Tenant's occupancy of me Premises for the Primary
Use identified in Article I (f) above.


ARTICLE III


CONSTRUCTION OF
LEASEHOLD IMPROVEMENTS


Section 3.1
Design Criteria Unless otherwise agreed to by Tenant in its sole and absolute
discretion, the "Leasehold Improvements" (as defined in Section 3.2
below) shall include (and the plans and specification for the Leasehold
Improvements shall incorporate) the Design Criteria set forth on Exhibit
"C" attached hereto and made a part hereof.


Section 3.2
Leasehold Improvements. Any improvements to be made to the Premises are herein
referred to as the "Leasehold Improvements". Except for any
"Change Cost" (as such term is defined below). Landlord shall
construct the Leasehold Improvements at it sole cost and expense (including,
without limitation, the cost of preparing preliminary and final plans and
specifications. Immediately after the execution hereof Landlord and Tenant will
cooperate with one another to prepare final plans and specifications (the
"Plans and Specifications") for the construction and installation of
the Leasehold Improvements. The Plans and Specifications shall be consistent
with the preliminary plans attached hereto as Exhibit "D" (subject to
the approval thereof by Landlord and Tenant), and when approved in writing by
Landlord and Tenant, shall be attached to this Lease as Exhibit "D-l"
and shall become a part hereof. No failure or refusal on the part of Tenant to
approve the Plans and Specifications within a reasonable time after the execution
hereof shall render this Lease void or voidable nor shall it delay the
Commencement Date set forth in Article I(d) hereof. No delay caused by Tenant
during the construction or installation of the Leasehold Improvements shall
delay the Commencement Date of this Lease from what it would have been had such
delay not occurred. Landlord shall not be entitled to claim a delay by Tenant
if Landlord was aware of such delay and did not provide Tenant written notice
of such delay within ten (10) days following the date Landlord became aware
thereof.


All changes in
the Leasehold Improvements from that contemplated by the Plans and
Specifications, whether or not such change gives rise to a "Change
Cost" (as hereinafter defined) must be evidenced by a written Change Order
(so called herein) executed by both Landlord and Tenant In that regard, with
respect to any Change Order requested by Tenant, Tenant shall submit to
Landlord such information as Landlord may reasonably request After receipt of
the requested Change Order, together with such information as Landlord may
request with respect thereto, Landlord shall return to Tenant either the
executed Change Order, which will evidence Landlord's approval thereof, or
Landlord's suggested modifications thereto. If any Change Order requested by
Tenant is not ultimately effected. Tenant will reimburse Landlord for all
out-of-pocket expenses incurred, including but not limited to, architectural
and engineering fees.


For the purposes
hereof, the term "Change Cost" shall mean all costs and expenses
attributable to any Change Order requested by Tenant, including but not limited
to, (i) the cost of any materials or labor, (ii) any cost caused by the
direction to Tenant to omit any item of Leasehold Improvements, (iii) any
additional architectural or engineering services, (iv) any changes to materials
in the process of fabrication, (v) the cancellation or modification of supply
or fabricating contracts, (vi) the removal or alteration of any of Leasehold
Improvements or plans completed or in the process, (vii) delays affecting the
schedule of the Leasehold Improvements or the Commencement Date and (viii) a
construction management fee equal to five percent (5%) of all Change Costs.
Prior to the Commencement Date (or if not determinable at that time, then, as
soon thereafter as possible) the Landlord and Tenant shall have a final
accounting of all Change Costs. If, as a result of such accounting, there
exists a net sum due by Tenant to Landlord, then that amount (together with
interest thereon, at die rate of Chase Manhattan Bank prime plus 2%, accruing
from the date Landlord notifies Tenant of the sum due through and until the
date of the payment thereof to Landlord) shall be paid by Tenant to Landlord
within thirty (30) days following the date such final accounting occurs.


In case of any
disagreement between Landlord and Tenant with respect to any alleged Tenant
Delay, Excused Delay, Change Cost or the scope of the Leasehold Improvements
that cannot be resolved by the parties, the issue shall be resolved by binding
arbitration undertaken on an expedited basis pursuant to the applicable
procedures of the American Arbitration Association.


Section 3.3
Construction Guaranty. Landlord guarantees, for a period of one (1) year
following the Commencement Date, (i) the Leasehold Improvements against
defective workmanship and/or materials or non-compliance with the final plans
and specifications for the Leasehold Improvements and (ii) that the Common
Areas and the Building, including the roof, floors, walls, doors, dock doors,
parking lot and all other mechanical systems are and shall be in good, operable
condition. Landlord agrees, during said one-year period at its sole cost and
expense, to (i).repair or replace any defective item occasioned by poor
workmanship and/or materials or non-compliance with the final plans and
specifications for the Leasehold Improvements and (ii) make all necessary
repairs to keep the Common Areas and the Building, including the roof, floors,
walls, doors, dock doors, parking lot and all other mechanical systems in good,
operable condition. In no event shall Landlord's guarantee herein extend to any
repairs or replacements caused by the acts of omissions of Tenant, or Tenant's
agents, contractors or employees, including failure to maintain and service any
equipment in accordance with manufacturer's specifications or recommendations.
Except as otherwise expressly set form in this Lease, Landlord's sole and
exclusive obligation with respect to defective workmanship and/or materials,
and Tenant's rights to enforce such one-year guaranty shall be Tenant's sole
and exclusive remedy with respect to such defective workmanship and/or
materials in limitation of any contract, warranty or other rights, whether
express or implied, mat Tenant may otherwise have under applicable law. From
and after the expiration of the one year guaranty of Landlord against defective
workmanship and materials, Landlord agrees to cooperate with Tenant in the
enforcement by Tenant, at Tenant's sole cost and expense, of any express
warranties or guaranties of workmanship or materials given by subcontractors or
materialmen that guarantee or warrant against defective workmanship or
materials for a period of time in excess of the one-year period described above
and to cooperate with Tenant in the enforcement by Tenant, at Tenant's sole
cost and expense, of any service contracts that provide service, repair or
maintenance to any item incorporated in the Building for a period of time in
excess of such one-year period.


ARTICLE IV


RENT


Section 4.1
Payment of Rent. In consideration of this Lease, Tenant promises and agrees to
pay Landlord the Basic Rental, without deduction or set off, except for any set
off explicitly provided for herein, for each and every month of the Lease Term and
further promises and agrees to pay all Additional Rent which becomes due
hereunder. The nonpayment of any Additional Rent or any other sums due by
Tenant to Landlord under this Lease shall afford Landlord all the rights and
remedies as are herein provided in the case of nonpayment of the Basic Rental.
Any term or provision of this Lease to the contrary notwithstanding, me
covenant and obligation of Tenant to pay Rent hereunder shall be independent
from any obligations, warranties, representations, express or implied, if any,
of Landlord herein contained.


Tenants
obligation to pay the Basic Rental and any Additional Rent under Section 4.2,
Article V, Section 8.7 and Article XV of this Lease shall abate for a period
commencing on the Commencement Date and continuing through and until, and
including, August 31,2002 (the "Abatement Period").


Section 4.2
Periodic Payment of Reimbursable Expenses; Adjustments. Landlord may estimate
in advance the amount of any taxes, reimbursable maintenance expenses and
insurance premiums due from Tenant under this Lease (the "Reimbursable
Expenses") for each calendar year during the lease Term, and the same
shall be payable during each twelve (12) month period of the Lease Term on the
same day as Basic Rental is due hereunder with an adjustment' to be made
between the parties at a later date as hereinafter provided. As soon as
practicable following the end of each calendar year, but no later than the
first day of May, beginning with the end of the first calendar year, Landlord shall
submit to Tenant a statement setting forth the exact amount of the Reimbursable
Expenses for the calendar year just completed. Further, Landlord shall notify
Tenant of the difference, if any, between the actual amount of the Reimbursable
Expenses for the calendar year just completed and the estimated amount of the
Reimbursable Expenses (which was paid in accordance with this paragraph) for
such year. Such statement shall also set forth the amount of the estimated
Reimbursable Expenses for the new calendar year computed in accordance with the
foregoing provisions. To the extent that the actual Reimbursable Expenses for
any period covered by such statement is greater than the estimated amounts
which Tenant previously paid during the calendar year just completed, Tenant
shall pay to Landlord the difference within ten (10) days following receipt of
said statement from Landlord. To the extent that the actual Reimbursable
Expenses for the period covered by the statement is less than the estimated
payment previously paid by Tenant during the calendar year just completed,
Landlord shall credit the difference against the Tenant's estimated payment of
Reimbursable Expenses for the current calendar year and such credit will be
applied to the next payment or payments due from Tenant to Landlord. In
addition, until Tenant receives such statement, Tenant's payment of the
Reimbursable Expenses for the new calendar year shall continue to be paid at
the rate for the previous calendar year, but Tenant shall commence payment to
Landlord of the quarterly installments of Reimbursable Expenses on the basis of
the new statement beginning on the first installment date following the date
upon which Tenant receives such statement. If the statement reflects a change
in the reimbursement amount, such difference shall be adjusted by increasing or
decreasing the first reimbursement payment after the statement is given in
order to bring the reimbursement amount for the new calendar year current as of
such date.


Landlord shall
retain its records relating to the taxes, insurance and other reimbursable
expenses at Landlord's principal office (or such other office as Landlord may
designate in writing to Tenant), and upon reasonable prior notice to Landlord,
Tenant shall have the right to inspect all of Landlord's records relating to
such costs. Appropriate adjustments shall be made for errors in the computation
of such costs revealed by such audit or inspection. If any audit by Tenant
indicates an overcharge in the amount of Tenant's Share by more than five
percent (5%), the reasonable cost of such audit (up to a maximum of $1,500.00)
shall be paid on demand by Landlord to Tenant Landlord shall retain said
records for at least twenty-four (24) months.


Section 4.3 Rent
Adjustment. The Basic Rental installment for the first month of the Lease Term
shall be due and payable by Tenant to Landlord contemporaneously with the
execution hereof, and a like monthly installment shall be due and payable,
without demand, on or before the first day of each calendar month during the
Lease Term. Basic Rental for any fractional month at the beginning or end of
the Lease Term shall be prorated. Should a prorated payment of Basic Rental be
owing for a fractional month at the beginning of the Lease Term, Tenant shall
pay such amount to Landlord within ten (10) days following receipt of
Landlord's invoice therefor.


Section 4.4
[INTENTIONALLY OMITTED]


Section 4.5
Survival of Obligations. Notwithstanding any expiration or earlier termination
of this Lease, Tenant's obligation to pay any and all Additional Rent and other
sums due by Tenant to Landlord under this Lease shall continue and shall cover
all periods up to the date this Lease expires or is terminated. Tenant's
obligation to pay any and all Additional Rent and other sums under this Lease
and Landlord's and Tenant's obligation to make the adjustments referred to in
this Lease shall survive any expiration or termination of this Lease.


Section 4.6
Delinquent Payments. If any Basic Rental payment required to be paid or which
becomes due under this Lease is not paid by the tenth (10th) day
following the day on which it is due, a service charge of five percent (5%) of
such amounts due shall become due and payable in addition to the amounts due.
Said service charge is for the purpose of reimbursing Landlord for the extra
costs and expenses in connection with the handling and processing of late
payments. In addition to such service charge, if any Basic Rental payment is
not paid by the tenth (10th) day following the day on which it
becomes due, Tenant shall pay to Landlord, in addition to such Basic Rental
payment and the service charge, interest on such Basic Rental payment
calculated at the Maximum Rate from the date such Basic Rental payment was due
until paid by Tenant If any Additional Rent required to be paid or which
becomes due under this Lease is not paid when due, Tenant shall pay to
Landlord, in addition to such amounts, interest on such amounts at the Maximum
Rate from the date such amounts were due until paid by Tenant.


Section 4.7
Independent Obligations. Any term or provision of this Lease to the contrary
notwithstanding, except as explicitly set forth herein, the covenants and
obligations of Tenant to pay Basic Rental and Additional Rent hereunder shall
be independent from any obligations, warranties or representations, express or
implied, if any, of Landlord herein contained.


ARTICLE V


OTHER
ASSESSMENTS


Section 5.1
Payment of Impositions. Tenant covenants and agrees to pay during the term of
this Lease, as Additional Rent within thirty (30) days of invoice therefor,
Tenant's Share of all real estate taxes and special assessments (all of which
are sometimes herein referred to as "Impositions"), which at any time
during the term may have been or may be assessed, levied, confirmed, imposed
upon, or become a lien on the Property, or any portion thereof, or any
appurtenance thereto. Tenant shall pay Tenant's Share of all special (or
similar) assessments for public improvements or benefits which, during the term
of this Lease shall be laid, assessed, levied or imposed upon or become payable
or become a lien upon the Property, or any portion thereof; provided, however,
mat if by law any special assessment is payable (without default) or, at the
option of Landlord, may be paid (without default) m installments (whether or
not interest shall accrue on the unpaid balance of such special assessment),
Tenant may pay the same, together with any interest accrued on the unpaid
balance of such special assessment in installments as the same respectively
become payable and before any fine, penalty, interest or cost may be added
thereto for the nonpayment of any such installment and the interest thereon.
Landlord represents to Tenant that as of the date of this Lease, Landlord has
no knowledge of and has not received any written notice of any special
assessments payable, levied or assessed with respect to the Property. Tenant
shall pay Tenant's Share of all special assessments or installments thereof
(including interest accrued thereon), whether heretofore or hereafter laid,
assessed, levied or imposed upon the Property, or any portion thereof; which
are due and payable during the term of this Lease.  Landlord shall pay all installments of special assessments
(including interest accrued on the unpaid balance) which are payable prior to
the commencement and after the termination date of the term of this Lease.
Tenant shall pay all real estate taxes, whether heretofore or hereafter levied
or assessed upon the Property, or any portion thereof which are due and payable
during the term of this Lease. Landlord shall pay all real estate taxes and
special assessments which are payable prior to the commencement of the terra of
this Lease. Provisions herein to the contrary notwithstanding, Landlord shall
pay that portion of the real estate taxes and installments of special
assessments due and payable in respect to the Property during the year the term
commences and the year in which the term ends which the number of days in said
year not within the term of this Lease bears to 365, and Tenant shall pay
Tenant's Share of the balance of said real estate taxes and installments of
special assessments during said years. 
Notwithstanding anything to the contrary, Tenant shall not be obligated
to pay any assessment arising from or related to the original construction of
the Building and/or development of the Property. Further, in the event the tax
parcel within which the Building is situated contains undeveloped land, then
Landlord shall make a fair and reasonable adjustment to the real estate taxes
so that no undeveloped portion of land not associated with the Building is
included in the real estate taxes being allocated to the Building.


Section 5.2
Other Impositions. If at any time during the term of this Lease, the present
method of taxation shall be changed so that in lieu of the whole or any part of
any taxes, assessments or governmental charges levied, assessed or imposed on
real estate and the improvements thereon, there shall be levied, assessed or
imposed on Landlord a capital levy or other tax directly on the Basic Rentals
received therefrom and/or a franchise tax assessment, levy or charge measured
by or based, in whole or in part, upon such Basic Rentals for the present or
any future building or buildings on the Land, 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 "Impositions" for the purposes hereof.
 


 Section 5.3 Landlord Right to Contest. The
Landlord shall have the right to employ a tax consulting firm to attempt to
assure a fair tax burden on the Premises within the applicable taxing
jurisdiction. If Landlord has not elected to contest any taxes and Tenant has
requested, in writing, mat Landlord contest taxes, Landlord shall proceed with
such appropriate proceedings as are commercially reasonable to contest the
amount or validity of the taxes. Tenant shall pay to Landlord, within thirty
(30) days of invoice therefor, as Additional Rent, Tenant's Share of the
reasonable cost of such service.


Section 5.4
Landlord's Covenants. Landlord shall provide Tenant with a copy of all bills
for Impositions promptly upon receipt thereof and in sufficient time for Tenant
to examine same and determine whether Tenant desires to have Landlord contest
the amount or validity of same. Landlord shall pay all Impositions mat are
levied or assessed by any lawful authority on the Premises and Landlord's other
real property within the same tax parcel prior to the date same become overdue
and Tenant shall reimburse Landlord for Tenant's Share thereof as provided for
in this Article V. As used in this Article V, the term Tenant's Share"
shall mean a fraction, the numerator of which shall be the gross leaseable area
of the square footage of Premises and the denominator of which shall be equal
to the aggregate of die gross leaseable area of the square footage of all
buildings on the tax parcel on which the Building is located. If Landlord is
permitted to pay Impositions hi installments, then, whether or not Landlord
elects to pay the Impositions in installments, Tenant's Share of such
Impositions shall be determined based upon the installments which would have
been payable (including interest which would accrue thereon) had the installment
method been elected. Landlord shall use commercially reasonable efforts to
obtain and maintain in effect any available tax abatements, exemptions,
refunds, rebates or credits that may reduce Impositions for the Premises, and
the Impositions for any tax year shall mean such amounts as shall be finally
determined to be the Impositions payable during such tax year less any
abatements, exemptions, refunds, rebates or credits made thereof, plus any
costs and expenses actually incurred by Landlord in achieving or effecting any
abatements, exemptions, refunds, rebates or credits. The parties shall make
appropriate adjustments to previous reimbursements from Tenant to Landlord on
account of any abatements, refunds, rebates or credits immediately following
the determination of the amount of such abatements, refunds, rebates or
credits. Landlord covenants and agrees to pay all Impositions prior to the last
date that the same may be paid without penalty or interest, or if a discount
shall be available for early payment, prior to the last day that such discount
is available. Without cost to Tenant, Landlord shall bear all costs, including
without limitation, interest, penalties, late charges and lost discount
amounts, that are incurred as a result of (i) Landlord's failure to timely pay
any installment of Impositions, or (ii) keep any existing abatement, exemption,
refund, rebate or credit of Impositions in effect


ARTICLE VI


UTILITIES


Landlord agrees
to provide water, gas, sewer, electricity, and telephone service connections to
the Premises; but Tenant shall pay for all water, gas, heat, light, power,
telephone, sewer, fire sprinkler, lawn sprinkler charges and other utilities
and services used on or from the Premises, together with any taxes penalties
surcharges or the like pertaining thereto and any maintenance charges for
utilities and shall furnish all electric light bulbs and tubes Landlord shall
in no event be liable for any interruption or failure of utility services on
the Premises not caused by or attributable to the negligent acts or omissions
of Landlord, its employees, agents, invitees or contractors. Prior to the
Commencement Date, Tenant shall pay for all utilities or services at the
Premises used by it or its agents, employees or contractors. Subject to the provisions
of Section 8.7 and Tenant's responsibility for the payment of Tenant's Share of
Common Area expenses, Landlord agrees to maintain all utilities and utility
tows within the Common Area not maintained by public utilities, and the
expenses relating to such maintenance shall be Common Area expenses.


ARTICLE VII


USE; COMPLIANCE
WITH LAWS


Section 7.1
Permitted Use. Tenant shall use the Premises only for the Permitted Use (as
defined in Article I(f) hereof). Tenant will not occupy or use the Premises, or
permit any portion of the Premises to be occupied or used, for any business or
purpose other than the Permitted Use without Landlord's prior written consent
or for any use or purpose which is unlawful in part or in whole or deemed to be
disreputable in any manner or extrahazardous on account of fire, nor permit
anything to be done which will in any way increase the rate of fire insurance
on the Building or contents; and in the event that, by reason of acts of
Tenant, mere shall be any increase in the rate of insurance on the Building or
contents created by Tenant's acts or conduct of business then such acts of
Tenant shall be deemed to be an event of default hereunder, unless Tenant
hereby agrees to pay to Landlord the amount of such increase on demand and acceptance
of such payment shall not constitute a waiver of any of Landlord's other rights
provided herein. Tenant will conduct its business and control its agents,
employees and invitees in such a manner as not to create any nuisance, nor
interfere with, annoy or disturb other tenants or Landlord in management of the
project of which the Premises form a part. Landlord agrees to include a
provision substantially similar to the preceding sentence within other tenant
leases respecting the Building. Tenant will maintain the Premises in a clean,
healthful and safe condition and will comply with all laws, ordinances, orders,
rules and regulations (state, federal, municipal and other agencies or bodies
having any jurisdiction thereof) as provided for in Section 7.3 below. Tenant
will not, without the prior written consent of Landlord, paint, install
lighting or decoration, or install any signs, window or door lettering or
advertising media of any type on or about the Premises or any part thereof.
Should Landlord agree in writing to any of the items in the preceding sentence,
Tenant will maintain such permitted item in good condition and repair at all
times. Outside storage, including but not limited to trucks or other vehicles,
is also prohibited without Landlord's prior written consent.


Section 7.2
Hazardous Materials.


(a)          As used in this Lease, the term
"Hazardous Material" means any flammable items, explosives,
radioactive materials, hazardous or toxic substances, material or waste or
related materials, including any substances defined as or included in the
definition of "hazardous substances", "hazardous wastes",
"infectious wastes", "hazardous materials" or "toxic
substances" now or subsequently regulated under any applicable federal,
state or local laws or regulations including, without limitation, oil,
petroleum-based products, paints, solvents, lead, cyanide, DDT, printing inks,
acids, pesticides, ammonia compounds and other chemical products, asbestos,
PCBs and similar compounds, and including any different products and materials
which are subsequently found to have adverse effects on the environment or the
health and safety of persons.


(b)          As used in this Lease, the term
"Hazardous Materials Laws" shall mean all federal, state and local
laws, ordinances and regulations relating to industrial hygiene, environmental
protection or the use, analysis, generation, manufacture, storage, presence,
disposal or transportation of any Hazardous Materials.


(c)                        
Tenant shall not cause or permit any
Hazardous Material to be generated, produced, brought upon, used, stored,
treated or disposed of in or about the Premises or the Property, by Tenant, its
agents, employees, licensees, invitees, business associates, sublessees,
assigns, contractors, subcontractors or others acting for or on behalf of
Tenant (collectively, "Tenant Related Party") without the prior
written consent of Landlord. Landlord shall be entitled to take into account
such other factors or facts as Landlord may in its good faith business judgment
determine to be relevant hi determining whether to grant, condition or withhold
consent to Tenant's proposed activity with respect to Hazardous Material.    Landlord acknowledges that incidental to
Tenants business operations, Tenant plans to store carpet and adhesives which
may contain Hazardous Materials, office supplies, cleaning materials and other
similar substances of the type and quantities typically associated with the
operation and maintenance of a warehouse operation (the "Permitted
Substances").  Tenant may store and
utilize the Permitted Substances as long as Tenant complies with all Hazardous
Materials Laws and obtains all permits and approvals relating to the use,
treatment and disposal thereof and (except for office supplies, cleaning
materials and similar substances) so long as all such Permitted Substances
remain, at all times, in their original container and are not used for any
purposes in or about the Premises or the Property. Tenant shall indemnify,
defend and hold Landlord and each of Landlord's partners, shareholders,
officers, directors, employees, agents, attorneys, investment advisors,
portfolio managers, trustees, ancillary trustees, and their affiliates,
successors and assigns and their respective partners, shareholders, officers,
directors and employees (collectively, "Indemnitees") free and
harmless from any and all actions (including, without limitation, remedial or
enforcement actions of any kind, administrative or judicial proceedings, and
orders or judgments arising out of or resulting therefrom), costs, claims,
damages (including, without limitation, punitive damages), expenses (including,
without limitation, attorneys', consultants' and experts1 fees, court costs and
amounts paid in settlement of any claims or actions), fines, forfeitures or
other civil, administrative or criminal penalties, injunctive or other relief
(whether or not based upon personal injury, property damage, contamination of,
or adverse effects upon, the environment, water tables or natural resources),
liabilities or losses (economic or other) (collectively, the
"Claims") arising from a breach of this prohibition by Tenant or any
Tenant Related Party or arising from the use, storage, treatment or disposal of
any Permitted Substances. In no event, however, shall Landlord be required to
consent to the installation or use of any storage tanks in, on or under the
Premises or the Property. If Landlord consents to the generation, production,
use, storage, treatment or disposal of Hazardous Materials (including, but not limited
to the Permitted Substances) in or about the Premises by Tenant or any Tenant
Related Party, then, in addition to any other requirements or conditions that
Landlord may impose in connection with such consent, (1) Tenant promptly shall
deliver to Landlord copies of all permits, approvals, filings, reports and
hazardous waste manifests reflecting the legal and proper generation,
production, use, storage, treatment or disposal of all Hazardous Materials
generated, used* stored, treated or removed from the Premises and the Property
and, upon Landlord's request, copies of all hazardous waste manifests relating
thereto, and (2) upon expiration or earlier termination of this Lease, Tenant
shall cause all Hazardous Materials arising out of or related to the use or
occupancy of the Premises and the Property by Tenant or any Tenant Related
Party to be removed from the Premises and transported for use, storage or
disposal in accordance with all applicable laws, regulations and ordinances,
and Tenant shall provide Landlord with evidence reasonably satisfactory to
Landlord of compliance with all applicable laws, regulations and ordinances.


(d) In the event
that Hazardous Materials are discovered upon, in, or under the Premises, and
the applicable governmental agency or entity having jurisdiction over the
Premises requires the removal of such Hazardous Materials, Tenant shall be
responsible for removing those Hazardous Materials arising out of or related to
the use or occupancy of the Premises by Tenant or any Tenant Related Party.
Landlord warrants and represents to Tenant that, to Landlord's actual
knowledge, no Hazardous Materials are located on, in or under the Property that
would interfere with Tenant's use or occupancy of the Premises or would cause
Tenant any liability, cost or expense. Notwithstanding the foregoing, Tenant
shall not take any remedial action in or about the Premises or the Property,
nor enter into any settlement agreement, consent decree or other compromise
with respect to any claims relating to any Hazardous Material in any way
connected with the Premises or the Property without first notifying Landlord of
Tenant's intention to do so and affording Landlord the opportunity to appear,
intervene or otherwise appropriately assert and protect Landlord's interest
with respect thereto. Tenant immediately shall notify Landlord in writing of:
(1) any spill, release, discharge or disposal of any Hazardous Material in, on
or under the Premises or the Property or any portion thereof, (2) any
enforcement, cleanup, removal or other governmental or regulatory action
instituted, contemplated or threatened pursuant to any Hazardous Materials
Laws; (3) any claim made or threatened by any person against Tenant or the
Premises or the Property relating to damage, contribution, cost recovery,
compensation, loss or injury resulting from or claimed to result from any
Hazardous Materials; and (4) any reports made to any environmental agency
arising out of or in connection with any Hazardous Materials in, on or removed
from the Premises or the Property, including any complaints, notices, warnings,
reports or asserted violations in connection therewith. Tenant also shall
supply to Landlord as promptly as possible, and in any event within five (5)
business days after Tenant first receives or sends the same, copies of all
claims, reports, complaints, notices, warnings or asserted violations relating
in any way to the Premises, the Property or Tenant's use thereof.


(e)          In the event (i) Hazardous Materials
are discovered upon, in or under the Premises or the Property and (ii) Landlord
has been given written notice of the discovery of such Hazardous Materials,
then and in that event Landlord may voluntarily, but shall not be obligated to
(unless the existence of such Hazardous Materials has resulted from the acts of
Landlord), take all necessary action to bring the Premises and the Property
into compliance with Hazardous Materials Laws at Landlord's sole cost
("Landlord's Remediation Activities").   Tenant agrees not to interfere unreasonably with Landlord's
Remediation Activities, and should Landlord elect to pursue Landlord's
Remediation Activities, Landlord agrees to perform such activities so as not to
interfere unreasonably with Tenant's occupancy and operations of the Premises.


(f)          The respective rights and
obligations of Landlord and Tenant under this Section 12 shall survive the
expiration or earlier termination of this Lease.


Section 7.3
Compliance with Laws and Ordinances. Tenant shall, throughout the term of this
Lease, and at Tenant's sole cost and expense, promptly comply or cause
compliance with or remove or cure any violation of any and all present and
future laws, ordinances, orders, rules, regulations and requirements of all
federal, state, municipal and other governmental bodies having jurisdiction
over the Premises and the appropriate departments, commissions, boards and
officers thereof and the orders, rules and regulations of any other body now or
hereafter constituted exercising lawful or valid authority over the Premises,
or any portion thereof; or the sidewalks, curbs, roadways, alleys, entrances or
railroad track facilities adjacent or appurtenant thereto, or exercising
authority with respect to the use or manner of use of the Premises, or such adjacent
or appurtenant facilities, and whether die compliance, curing or removal of any
such violation and the costs and expenses necessitated thereby shall have been
foreseen or unforeseen, ordinary or extraordinary, and whether or not the same
shall be presently within the contemplation of Landlord or Tenant or shall
involve any change of governmental policy, or require structural or
extraordinary repairs, alterations or additions by Tenant and irrespective of
the costs thereof. Landlord represents to Tenant that as of the date of this
Lease, Landlord has received no notice of the Property or any portion thereof
failing to comply with any applicable laws, ordinances, orders, rules,
regulations or requirements of any federal, state, municipal and other governmental
bodies having jurisdiction over the Premises (collectively, "Governmental
Requirements"). Notwithstanding anything herein to the contrary, Tenant
shall have no obligation to comply with or pay or contribute to the cost of any
compliance with (i) any future Governmental Requirements that would require any
alterations to the structure or foundation of the Building and which apply
generally to all occupants of buildings and are not specifically occasioned by
Tenant's Permitted Use (as opposed to the general use of the Premises by any
lessee); provided, however, that, if any alteration to the Building is required
to comply with Tenant's particular use of the Premises, then Tenant shall be
responsible for such compliance and (ii) any Governmental Requirements in
effect and as interpreted as of the Commencement Date regarding the Leasehold
Improvements; the Premises, the Building and the Common Areas (specifically
excluding, however, ongoing routine maintenance thereof which is otherwise
addressed in this Lease; any work done by Tenant or on Tenant's behalf other
than by Landlord; and die day to day operation of Tenant's business within the
Premises). As to any law, regulation or ordinance the compliance of which is
Tenant's responsibility under this Section 7.3, Tenant shall have the right to
contest the application or enforcement thereof so long as such contest is
conducted in good faith and at no cost or expense to Landlord and would not
result in any liability to Landlord.


Section 7.4
Compliance with Permitted Encumbrances. Tenant, at its sole cost and expense,
shall comply with all agreements, contracts, easements, restrictions,
reservations or covenants, if any, set forth in Exhibit "B" attached,
or hereafter created by Tenant or consented to, in writing, by Tenant or
requested, in writing, by Tenant. Tenant shall also comply with, observe and
perform all provisions and requirements of all policies of insurance at any
time hi force with respect to the Premises and required to be obtained and
maintained under the terms of Article XV hereof.


ARTICLE VIII


REPAIRS AND
MAINTENANCE


Section 8.1 By
Landlord. Landlord shall at its expense maintain (except in the event of
casualty or other damage contemplated in Article XVI hereof, in which event the
terms of that Article will control) only the root foundation and the structural
soundness of the exterior walls of the Building (excluding all windows, window
glass, plate glass, and all doors) in good repair and condition, except for
reasonable wear and tear. Tenant shall give prompt written notice to Landlord
of the need for repairs or corrections and Landlord shall proceed within a
reasonable time after receiving such notice to make such repairs or
corrections. Except as otherwise expressly provided in Article XXXI hereof,
Landlord's liability hereunder shall be limited to the cost of such repairs or
corrections. Tenant shall repair and pay for any damage caused by the
negligence or default hereunder of or by Tenant, its employees, agents or
invitees; the cost of any such damage which is paid by Landlord shall be deemed
Additional Rent which is immediately due and owing from Tenant within ten (10)
days after written demand therefor by Landlord.


Section 8.2 By
Tenant. Tenant shall at its own cost and expense keep and maintain all parts of
the Premises (except those for which Landlord is expressly responsible under
the terms of this Lease) in good condition, reasonable wear and tear excepted,
promptly making all necessary repairs and replacements, including but not limited
to, windows, glass and plate glass, doors, and special office entries, interior
walls and finish work, floors and floor coverings (other than normal wear and
tear), downspouts, gutters, heating, air conditioning and ventilation systems,
dock boards, truck doors, dock bumpers, plumbing work and fixtures, pest
extermination, regular removal of trash and debris, keeping the whole of the
Premises in a clean and sanitary condition. Tenant shall not be obligated to
repair any damage caused by fire, tornado or other casualty covered by the
insurance to be maintained by Landlord pursuant to the provision* of this
Lease, except that Tenant shall be obligated to repair all wind damage to glass
not coveted by the insurance Landlord is required to maintain hereunder (or
actually covered by any of Landlord's insurance) except with respect to tornado
or hurricane damage and with respect to any damage required to be covered by
Landlord's insurance, as provided for in Article XV below, or is actually
covered by insurance carried by Landlord.


Section 8.3
Prohibition Against Waste. Tenant shall not do or suffer any waste or damage,
disfigurement or injury to the Premises, or any improvements hereafter erected
thereon, or to the fixtures or equipment therein, or permit or suffer any
overloading of the floors or other use of the Building or the Premises that
would place an undue stress on the same or any portion thereof beyond that for
which the same was designed.


Section 8.4
Landlord's Right to Effect Repairs. If Tenant should fail to perform any of its
obligations under this Article VIII, then Landlord may, if it so elects, in
addition to any other remedies provided herein, effect such repairs and
maintenance. Any sums expended by Landlord in effecting such repairs and
maintenance shall be due and payable, on demand, together with interest thereon
at the Maximum Rate from the date of each such expenditure by Landlord to the
date of repayment by Tenant prior to effecting such repairs on behalf of
Tenant, Landlord shall provide Tenant with the opportunity to cure provided for
in subparagraph (b) of Article XX (except, however, in case of emergencies or
in order to mitigate Landlord's damages, in which case, such notice as is
reasonable shall be given). Section 8.5 Misuse or Neglect. Tenant shall be
responsible for all repairs to the Building which are made necessary by any
misuse or neglect by: (0 Tenant or any of its officers, agents, employees,
contractors, licensees, or subtenants; or (ii) any visitors, patrons, guests,
or invitees of Tenant or its subtenant while in or upon the Premises.  Landlord shall be responsible for all
repairs to the Building arising after the Commencement Date caused by the
negligence or default hereunder of or by Landlord or any of its employees or
agents.


Section 8.6
Maintenance/Service Contracts. Tenant shall, at its own cost and expense, enter
into a regularly scheduled preventive maintenance/service contract with a
reputable maintenance contractor for servicing all heating, ventilation and air
conditioning systems within or serving the Premises. Tlic service contract must
include all services suggested by the equipment manufacturer within the
operation/maintenance manual and must become effective (and a copy thereof
delivered to Landlord) within thirty (30) days of the date Tenant takes
possession of the Premises.


Section 8.7
Common Area.


(a)           Landlord hereby grants to Tenant for
the term of this Lease (including all extensions and renewals thereof) the
non-exclusive easement and right to use the Common Areas in common with
Landlord and the other tenants of the Property for parking, ingress and egress,
loading and unloading and other Common Area purposes.    Landlord shall be responsible for the operation, maintenance
and management of the Common Area and the facilities located therein, the
manner of maintenance and the expenditures therefor to be in the discretion of
Landlord, but shall in all events keep the Common Areas in good condition and
repair so as not to materially interfere with Tenant's use and occupancy of the
Premises for its Permitted Use.   In
this regard, Landlord shall perform or have performed the paving (including
striping and bumpers), landscape maintenance, landscape replacement, exterior
painting, maintenance of exterior lighting fixtures, maintenance of tenant
directories and the maintenance of the irrigation systems and common sewerage
line plumbing.


(b)           Tenant shall be liable to Landlord
for Tenant's Share of all the costs and expenses relating to the maintenance
and operation of the Common Area, including but not limited to, the cost for
mowing of grass; care of shrubs; landscape replacement; general landscaping;
maintenance of parking areas, parking lot improvements, driveways and alleys;
exterior repainting, maintenance of the exterior lighting fixtures; maintenance
of tenant directories; the maintenance of the irrigation systems and common
sewerage line plumbing; the cost of insurance and a management fee (the
"Management Fee") equal to one and one-half percent (1.5%) of the
Basic Rental under this Lease. Additionally included within the costs and
expenses relating to the operation and maintenance of the Common Area are any
costs incurred in complying with or removing or curing any violation of all
present and future laws, ordinances, orders, rules, regulations and
requirements of all federal, state, municipal and other governmental bodies
having jurisdiction over the Property or any portion thereof. Following
calendar year 2003, Tenant's Share of "controllable Common Area expenses"
shall not be increased by more than five percent (5%) over Tenant's Share of
"controllable Common Area expenses" for the previous calendar year.
For the purposes hereof, the term "controllable Common Area expenses"
shall be limited to those expenses relating to the Common Area which are within
the direct control and discretion of Landlord, but shall not include, without
limitation, utility charges, insurance premiums, Impositions, the cost of
effecting compliance with any applicable laws and the Management Fee. If Tenant
is identified as being responsible for any damage to the Common Area or any
facilities located therein (including, without limitation obstructions or
stoppage of the common sanitary sewerage line), then Tenant shall pay the
entire cost of repairing same upon demand by Landlord. Tenant's Share of all
Common Area costs and expenses shall be payable by Tenant to Landlord within
ten (10) days after a statement of actual expenses is presented to Tenant, and
shall be subject to periodic estimated payments as provided in Section 4.2
hereof.


Common Area
costs and expenses to be shared by Tenant shall not include (i) expenses
incurred in leasing space, such as legal expense, brokerage commissions or
advertising or promotional expenses, (ii) interest and amortization under
mortgages or any other secured or unsecured loan payable by Landlord, (iii)
expenses separately reimbursed by any other tenants of the Property other than
pursuant to the proportionate Common Area costs and expenses provisions in their
respective leases, (iv) financing and refinancing costs, including fees paid by
Landlord to obtain financing or refinancing such as origination fees and
brokerage commissions, (v) non-cash depreciation, (vi) costs incurred in
connection with the enforcement of leases, including attorneys' fees or other
costs and expenses incurred in connection with summary proceedings to
dispossess any other tenant, (vii) costs for repaying and restriping of the
entirety of the parking area to the extent such costs exceed the reasonable
costs for such paving and striping, but Common Area costs and expenses may
include repaving and restriping performed not more often than once every ten
(10) years for paving and more often than once every four (4) years for
striping, and shall also include any patching or repairs of paved areas, (viii)
any expenses associated with any special requirements of a particular tenant in
connection with the Common Areas or the maintenance thereof, (ix) any insurance
premium increase caused by the use of its premises by Landlord or any tenant
other man Tenant or any such increase in premium attributable to vacant space
and (x) costs incurred by Landlord to modify and/or expand the Common Area in
connection with the construction of the Adjacent Building.


 (c)          Landlord
or such other person as Landlord may appoint shall have the exclusive control
and management of the Common Area and shall have the right, from time to time,
to establish, modify, amend and enforce reasonable rules and regulations with
respect thereto. Tenant agrees to abide by and conform to all such rules and
regulations and to cause its employees, suppliers, shippers, customers and
invitees to so abide and conform. Landlord shall not be responsible to Tenant
for the non-compliance with said rules and regulations by any other tenants
within the Building. Notwithstanding anything herein to the contrary, no rule
or regulation not contained herein or attached as an exhibit hereto shall be
binding upon Tenant unless same is reasonable in nature, does not unreasonably
interfere with Tenant's use of the Premises for the Permitted Use, is
applicable to all other tenants and occupants of the Property and is
administered by Landlord in a reasonable manner for the beneficial operation of
the Property by all tenants thereof.


(d)                        
Under no circumstances shall the Tenant
have the right to store any property, temporarily or permanently, within the
Common Area. Any such storage shall be permitted only with the prior written
consent by Landlord or Landlord's designated agent, which consent may be
revoked at any time. In the event that any unauthorized storage shall occur,
then Landlord shall have the right, with the notice provided for in
subparagraph (b) of Article XX (or earlier in the case of emergencies or to mitigate
Landlord's damages), in addition to such other rights and remedies that it may
have, to remove the property and charge the cost to Tenant, which cost shall be
immediately payable within ten (10) days after invoice therefor by Landlord.  Landlord acknowledges that trucks will be
loading and unloading Tenant*s inventories in the loading areas adjacent to the
Premises and that same may be parked only on that portion of the Common Areas
along the west side of the Building designated "Trailer Parking Area"
on Exhibit "A-l".  


(e)                        
 (e) Landlord shall have the right, at Landlord's sole discretion
and from time to time to (i) make changes to the Common Area, including,
without limitation, changes in the location, size, shape and number of driveways,
entrances, parking spaces, parking areas, loading and unloading areas, ingress,
egress, direction of traffic, landscaped areas and walkways; (ii) close
temporarily any portion of the Common Area for maintenance purposes so long as
reasonable access to the Premises remains available; (iii) designate other land
outside the boundaries of the Property to be a part of the Common Area; (iv)
add additional buildings and improvements to the Common Area; (v) use the
Common Area while engaged in making additional improvements or alterations to
the Building, the Property, or any portions thereof; and (vi) do and perform
such other acts and make such other changes in, to or with respect to the
Common Area and the Property as Landlord may, in its discretion, deem to be
appropriate, as long as none of the foregoing materially and unreasonably
interferes with Tenant's use of the Premises or Common Areas as to parking,
access or loading, unloading or shipping articles contained in the
Premises.   Additionally, no material
change to the Common Areas shall be made that would materially affect Tenant
without Tenant's prior written consent, such consent not to be unreasonably
withheld or delayed and which consent shall be deemed granted unless expressly
denied in writing within thirty (30) days following Landlord's request
therefor.


ARTICLE IX


ALTERATIONS AND
IMPROVEMENTS


At the
expiration or earlier termination of this Lease, Tenant shall deliver up the
Premises with all improvements located thereon (including all mechanical,
plumbing and HVAC systems) in good repair and condition, reasonable wear and
tear excepted and also excepting any casualty to the extent Landlord is
adequately and sufficiently compensated therefor by means of available
insurance proceeds, and shall deliver to Landlord all keys to the Premises.
Tenant shall also remove all trash and debris from the Premises and leave same
in a "broom clean" condition. The cost and expense repairs necessary
to restore the condition of the Premises to the condition in which they are to
be delivered to Landlord according to the immediately preceding sentence shall
be borne by Tenant. Tenant will not make or allow to be made any alterations or
physical additions in or to the Premises without the prior written consent of
Landlord, which consent shall not be unreasonably withheld as to interior,
cosmetic, non-structural alterations. All alterations, additions or
improvements (whether temporary or permanent in character) made in or upon the
Premises, either by Landlord or Tenant, shall be Landlord's property on
expiration or earlier termination of this Lease and shall remain on the
Premises without compensation to Tenant. All furniture, movable trade fixtures
and equipment installed by Tenant may be removed by Tenant at the expiration or
earlier termination of this Lease if Tenant so elects, and shall be so removed
if required by Landlord, or if not so removed shall, at the option of Landlord,
become the property of Landlord. All such installations, removals and
restoration shall be accomplished in a good, workmanlike manner so as not to
damage the Premises or the primary structure or structural qualities of the
Building, the other improvements or the plumbing, electrical lines or other
utilities.


ARTICLE X


INDEPENDENT
OBLIGATIONS


All Basic Rental
and Additional Rent shall be paid by Tenant to Landlord without abatement,
deduction, diminution, deferment, suspension, reduction or setoff, except as
otherwise explicitly provided for herein, and the obligations of Tenant shall
not be affected by reason of damage to or destruction of the Premises from
whatever cause; nor shall the obligations of Tenant be affected by reason of
any condemnation, eminent domain or like takings (except as provided in
Articles XVI and XVII hereof). It is the further express intent of Landlord and
Tenant that (a) the obligations of Landlord and Tenant hereunder shall be
separate and independent covenants and agreements and that the Basic Rental and
Additional Rent, and all other charges and sums payable by Tenant hereunder,
shall commence at the times provided herein and shall continue to be payable in
all events unless the obligations to pay the same shall be terminated or
modified pursuant to an express provision in this Lease; (b) all Impositions,
insurance premiums, utility expense, repair and maintenance expense (except as
expressly stated to be otherwise herein), and all other costs, fees, interest,
charges, expenses, reimbursements and obligations of every kind and nature
whatsoever relating to the Premises, or any portion thereof, which Tenant has
agreed to pay pursuant to this Lease during the term of this Lease, or any
extension or renewal thereof; shall be paid or discharged by Tenant as
Additional Rent


ARTICLE XI


ASSIGNMENT AND
SUBLETTING


Tenant shall not
assign this Lease, or allow it to be assigned, in whole or in part, by
operation of law or otherwise or mortgage or pledge the same, 01 sublet the
Premises, or any part thereof; without the prior written consent of Landlord
and in no event shall any such assignment or sublease ever release Tenant from
any obligation or liability hereunder. No assignee or sublessee of the Premises
or any portion thereof may assign or sublet the Premises or any portion
thereof.


If the Tenant
desires to assign or sublet all or any part of the Premises, it shall so notify
Landlord at least thirty (30) days hi advance of the date on which Tenant
desires to make such assignment or sublease. Tenant shall provide Landlord with
a copy of flic proposed assignment or sublease, and such information as
Landlord might request concerning the proposed assignee or subtenants) to allow
Landlord to make informed judgments as to the financial condition, reputation,
operations and general desirability of the proposed assignee or subtenants).  Landlord shall request said information no
later than fifteen (15) days after it has received Tenant's proposed assignment
or sublease. Within fifteen (15) days after Landlord's actual receipt of
Tenant's proposed assignment or sublease, and all required information concerning
the proposed assignee or subtenants), Landlord shall have the option to:


(a)                
Consent to the proposed assignment or
sublease; or


(b)                
Withhold (but not unreasonably) its
consent to the proposed assignment or sublease, but allow Tenant to continue in
the search for an assignee or sublessee that may be acceptable to Landlord.
 


Notwithstanding
any permitted assignment or subletting, Tenant shall at all times remain
directly, primarily and fully responsible and liable for the payment of the
Rent herein specified and for compliance with all of its other obligations
under the terms, provisions and covenants of this Lease. Upon the occurrence of
an "event of default" as hereinafter defined, if the Premises or any
part thereof are then assigned or sublet, Landlord, in addition to any other
remedies herein provided, or provided by law, may at its option collect
directly from such assignee or subtenant all rents becoming due to Tenant under
such assignment or sublease and apply such rents against any sums due to
Landlord from Tenant hereunder, and no such collection shall be construed to
constitute a novation or a release of Tenant from the further performance of
Tenant's obligations hereunder. In the event of the transfer and assignment by
Landlord of its interest in this Lease and the Premises, and the assumption of
Landlord's future obligations hereunder by the transferee, Landlord shall
thereby be released from any further obligations hereunder, and Tenant agrees
to look solely to such successor in interest of the Landlord for performance of
such obligations occurring after the date of such transfer.


If Landlord
consents to Tenant assigning its interest under this Lease or subletting all or
any portion of the Premises, Tenant shall pay to Landlord (in addition to the
Basic Rental and all other amounts payable by Tenant under this Lease) fifty
percent (50%) of all "Net Profit" (as hereinafter defined) within ten
(10) days following receipt thereof by Tenant. For the purpose hereof, the term
"Net Profit" shall mean the total consideration received by Tenant
from an assignee or sublessee (including any bonus payments and payments for
operating expenses) incidental to an assignment or sublease less the actual
costs incurred by Tenant in performing alterations or leasehold improvement for
the assignee or sublessee, Tenant's legal fees and all leasing commissions paid
by Tenant incidental to such assignment or sublease. In no event will the Basic
Rental be reduced as a result of the sum of all assignment and sublease rents
and consideration being less than the Basic Rental Said additional amount shall
be paid to Landlord immediately upon receipt by Tenant of such rent or other
considerations from the assignee or subtenant.


Notwithstanding
anything in this Lease to the contrary, no consents from Landlord shall be
required with respect to an assignment of this Lease or a sublease of all or
any portion of the Premises to any party that controls, is controlled by or is
under common control with Tenant or any guarantor of this Lease or an assignment
of this Lease incidental to the sale of all or substantially all of Aladdin
Manufacturing Corporation's assets in the State of Texas; provided, however,
that any assignee assumes the obligations of Tenant relating to this Lease.
Tenant shall promptly provide Landlord with written notice of such assignment
or subletting.


ARTICLE XII


LIABILITY


Landlord shall
not be liable to Tenant or Tenant's employees, agents, patrons or visitors, or
to any other person whomsoever, for any injury to person or damage to property
on or about the Premises, resulting from, and/or caused in part or whole by the
negligence or misconduct of Tenant, its agents, servants or employees, or of
any other person entering upon the Premises, or caused by the Building or other
improvements becoming out of repair, or caused by leakage of gas, oil, water or
steam or by electricity emanating from the Premises, or due to any cause
whatsoever, except injury to persons or damage to property the sole cause of
which is the negligence or willful misconduct of Landlord, and Tenant hereby
covenants and agrees that it will at all times indemnify and hold safe and
harmless the Premises, the Landlord, Landlord's agents and employees from any
loss, liability, claims, suits, costs, expenses, including without limitation
attorney's fees and damages, both real and alleged, arising out of any such
damage or injury or out of breach or default by Tenant hereunder. The
provisions of this paragraph shall survive the expiration or earlier
termination of this Lease. Landlord agrees to indemnify and hold Tenant
harmless from and against any and all liabilities, costs, expenses, claims,
damages or causes of action for damages (including without limitation
reasonable attorneys' fees and other costs of legal representation) arising
from or attributable to Landlord's gross negligence or willful misconduct or
Landlord's breach or default of its obligations under this Lease following the
expiration of the applicable period for the cure thereof.


ARTICLE XIII


MORTGAGES


Tenant accepts
this Lease subject to any deeds of trust, security interests or mortgages which
might now or hereafter constitute a lien upon the Premises and to deed
restrictions, zoning ordinances and other building and fire ordinances and
governmental regulations relating to the use of the Premises. Tenant shall at
any time hereafter, on demand, execute any instruments, releases or other
documents that may be reasonably required by any mortgagee for the purpose of
subjecting and subordinating this Lease to the lien of any such deed of trust,
security interest or mortgage. Tenant agrees to attorn to any mortgagee,
trustee under a deed of trust or purchaser at a foreclosure sale or trustee's
sale as Landlord under this Lease. With respect to any deed of trust, security
interest or mortgage hereafter constituting a lien on the Premises, Landlord,
at its sole option, shall have the right to waive the applicability of this
paragraph so that this tease will not be subject and subordinate to any such
deed of trust, security interest or mortgage. Tenant shall upon request by
Landlord, execute and deliver from time to time, one or more instruments
certifying mat this Lease is in full force and unmodified (or if modified
stating the date and nature of each modification), the date through which the
Basic Rental has been paid, the unexpired term of this Lease, and such other
matters pertaining to this Lease as may be requested by Landlord.
Notwithstanding the foregoing, this Lease shall not be subordinate to mortgages
or deeds or trust hereafter arising unless and until Landlord has provided
Tenant with an agreement (herein,, "Non-Disturbance Agreement") from
the holder of such lien confirming that so long as Tenant is not in default in
the performance of any covenants, conditions, terms or provisions of this
Lease, Tenant's right of occupancy under this Lease shall not be disturbed.
Landlord shall provide Tenant with a Non-Disturbance Agreement for any mortgage
now affecting the Premises prior to the Commencement Date.


ARTICLE XIV


INSPECTION


Landlord and
Landlord's agents and representatives shall have the right to enter upon and
inspect the Premises at any reasonable time during business hours, for the
purpose of ascertaining the condition of the Premises or in order to make such
repairs as may be required or permitted to be made by Landlord, and Landlord's
agents and representatives shall have the right to enter upon the Premises at
any reasonable time during business hours for the purpose of showing the
Premises and shall have the right to erect on the Premises a suitable sign
indicating the Premises are available for lease or for sale.


ARTICLE XV


INSURANCE;
WAIVER OF SUBROGATION


Landlord agrees
to maintain an "all risk" insurance policy covering the Building in
an amount equal to the "replacement cost" thereof, insuring against
the perils of fire, lightning, vandalism, malicious mischief and loss of rent
and all other risks of direct physical loss. Subject to the provisions of this
Lease, such insurance for the Building shall be for the sole benefit of
Landlord and under its sole control. Tenant agrees to pay to Landlord, as
Additional Rent, Tenant's Share of Landlord's cost of maintaining such
insurance, together with such other insurance as Landlord deems reasonable and
prudent Said payments shall be made to Landlord immediately upon presentation
to Tenant of Landlord's statement setting forth the amount due, which statement
shall be accompanied by a copy of the premium notice received by Landlord. In
the event any such amount is not paid within twenty (20) days after the
presentation to Tenant of the amount so due, the unpaid amount shall bear
interest at the Maximum Rate from the date of such presentation until paid by
Tenant Any payment to be made pursuant to this paragraph with respect to the
year in which this Lease commences, expires or otherwise terminates shall bear
the same ratio to the payment which would be required to be made for the full
year as the part of such year covered by the term of this Lease bears to a full
year.


Tenant shall
procure and maintain throughout the term of this Lease a policy or policies of
general commercial liability insurance, at its sole cost and expense, naming as
additional insureds Landlord, and Landlord's managing agent and Tenant against
all claims, demands or actions arising out of or in connection with: (i) the
Premises; (ii) the condition of the Premises; (iii) Tenant's operations in and
maintenance and use of the Premises; and (iv) Tenant's liability assumed under
this Lease, the limits of such policy or policies to be in the amount of not
less than $2,000,000.00 combined single limited/aggregate coverage. All such
policies shall be procured by Tenant from responsible insurance companies
satisfactory to Landlord, and any such coverage shall be deemed primary and
non-contributory to any liability coverage secured by Landlord. Certificates
evidencing such coverage, together with receipts evidencing payment of premiums
therefor, shall be delivered to Landlord prior to the Commencement Date of this
Lease. Not less than fifteen (15) days prior to the expiration date of such
coverage, certificates evidencing the renewal thereof shall be delivered to
Landlord. Such certificates shall further provide that not less than thirty
(30) days written notice shall be given to Landlord before such coverage may be
canceled or changed  


Anything in this
Lease to the contrary notwithstanding, the parties hereto waive any and all
rights of recovery claim, action or cause of action against each other, their
agents, partners, officers, and employees, for any loss or damage that may
occur to the Premises hereby demised, or any improvements thereto, or the
Building, or any improvements thereto, by reason of fire, the elements, or any
other cause which could be insured against under the terms of
"all-risk" insurance policies, regardless of cause or origin,
including negligence of the parties hereto, their agents, partners, officers,
and employees. Each party shall cause any policy of insurance carried by it to
include a waiver of subrogation in favor of the other party affecting the
waiver of claims set forth in the immediately preceding sentence.


ARTICLE XVI


DESTRUCTION AND
RESTORATION


If the Building
should be damaged or destroyed by fire, tornado or other casualty, Tenant shall
give prompt written notice thereof to Landlord.


If the Building
should be totally destroyed by fire, tornado or other casualty, or if it should
be so damaged thereby that rebuilding or repairs cannot in Landlord's
estimation be completed within one hundred eighty (180) days after the date
upon which Landlord is notified by Tenant 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 die occurrence of such damage. Landlord shall
notify Tenant in writing within forty-five (45) days after such damage or
destruction, whether Landlord shall rebuild the Building within one hundred
eighty (180) days. If Landlord does not so notify Tenant, Tenant shall be at
liberty to terminate this Lease by written notice to Landlord given after said
forty-five (45) day period but prior to the date that Landlord has notified
Tenant that it shall rebuild the Premises. 
If the Building should be damaged by any peril covered by the insurance
to be provided by Landlord pursuant to the provisions of this paragraph, but
only to such extent that rebuilding or repairs can in Landlord's estimation be
completed within one hundred eighty (180) days after the date upon which
Landlord is notified by Tenant of such damage, this Lease shall not terminate,
and Landlord shall at its sole cost and expense thereupon proceed with
reasonable diligence to rebuild and repair the Building to substantially the
condition in which it existed prior to such damage, except that Landlord shall
not be required to rebuild, repair or replace any part of the partitions,
fixtures, additions and other improvements (other than the Leasehold
Improvements described in Section 3.2 hereof) which may have been placed in, on
or about the Premises by Tenant and except that Tenant shall pay to Landlord,
upon demand, Tenant's Share of any applicable deductible amount specified under
Landlord's insurance (which, during the primary term of this Lease only, shall
be limited to a maximum of $10,000.00 for Tenant's Share). The Rent payable
hereunder, shall abate by reason of damage or destruction to the extent that
the Premises are rendered unusable by Tenant by a peril for which the Landlord
is required to insure pursuant to the terms of this Lease. In the event that
Landlord should fail to commence such repairs and rebuilding with ninety (90)
days or to complete such repairs and rebuilding within one hundred eighty (180)
days after the date upon which Landlord is notified by Tenant of such damage,
Tenant may at its option terminate this Lease by delivering written notice of
termination to Landlord as Tenant's exclusive remedy, whereupon all rights and
obligations hereunder (other than those which survive the termination of this Lease)
shall cease and terminate.


Notwithstanding
anything herein to the contrary, in the event the holder of any indebtedness
secured by a mortgage or deed of trust covering the Building or the Premises
requires that the insurance proceeds be applied to such indebtedness, then
Landlord shall have the right to terminate this Lease by delivering written
notice of termination to Tenant within fifteen (15) days after such requirement
is made by any such holder, whereupon all rights and obligations hereunder (other
than those which survive the termination of this Lease) shall cease and
terminate, subject, however, to in terms of the Non-Disturbance Agreement.


ARTICLE XVII


CONDEMNATION


If the whole or
any substantial part of the Premises should be taken for any public or
quasi-public use under governmental law, ordinance or regulation, or by right
of eminent domain, or by private purchase in lieu thereof and the taking would
prevent or materially interfere with the use of the Premises for the purposes
contemplated by the Permitted Use, this Lease shall terminate and the Basic
Rental shall be abated during the unexpired portion of this Lease, effective
when the physical taking of said Premises shall occur. If part of the Premises
shall be taken for any public or quasi-public use under any governmental law,
ordinance or by right of eminent domain, or by private purchase in lieu
thereof; and this Lease is not terminated as provided in this paragraph, this
Lease shall not terminate but the Basic Rental 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.


In the event of
any such taking or private purchase in lieu thereof, Landlord shall be entitled
to receive the entire price or award from any such taking or private purchase
hi lieu thereof without any payment to Tenant, and Tenant hereby assigns to
Landlord Tenant's interest, if any, in such award. Landlord shall have full
power and authority to negotiate with any public authority and to direct and
control any legal proceedings involving or related to any such taking or
private purchase in lieu thereof. Tenant shall have the right, to the extent
that same shall not diminish Landlord's award, to make a separate claim against
the condemning authority (but not Landlord) for such compensation as may be
separately awarded or recoverable by Tenant for loss of business or good will
or for the taking of Tenant's trade fixtures, if a separate award for such
items is made to Tenant.


ARTICLE XVIII


HOLDING OVER


Should Tenant,
or any of its successors in interest, hold over the Premises, or any part
thereof; after the expiration of the Lease Term, unless otherwise agreed in
writing, such holding over shall constitute and be construed as tenancy from
month to month only, at a Basic Rental equal to the Basic Rental payable for
the last month of the term of this Lease plus fifty percent (50%) of such
amount The holding over by Tenant, or any of its successors, for any part of a
month shall entitle Landlord to collect the Rent called for under this
paragraph for the entirety of such month. The provisions of this paragraph
shall not be construed as Landlord's consent for the Tenant to hold over.


ARTICLE XIX


TAXES ON TENANTS
PROPERTY


Tenant shall be
liable for all taxes levied or assessed against personal property, furniture or
fixtures placed by Tenant in the Premises. If any such taxes for which Tenant
is liable are levied or assessed against Landlord or Landlord's property and if
Landlord elects to pay the same or if the assessed value of Landlord's property
is increased by inclusion of personal property, furniture or fixtures placed by
Tenant in the Premises, and Landlord elects to pay the taxes based on such
increase, Tenant shall pay to Landlord upon demand that part of such taxes for
which Tenant is primarily liable hereunder.


ARTICLE XX


EVENTS OF
DEFAULT


The following
events shall be deemed to be events of default by Tenant under this Lease:


(a)         Tenant shall fail to pay any of the Basic
Rental, Additional Rent or any other sums due by Tenant to Landlord under this
Lease, and such failure shall continue for a period often (10) days after
written notice thereof to Tenant; provided, however, that if Landlord has given
Tenant two (2) or more such notices in any twelve (12) month period, no further
notice need be given for the 12-month period following the second notice, and
Tenant shall be in default under flu's Lease if Tenant fails to make any such
payments within ten (10) days after same is due.


(b)         Tenant shall fail to comply with any
term, provision or covenant of this Lease, other man the payment of Rent, and
shall not cure such failure within thirty (30) days after written notice
thereof to Tenant (or such longer time as may be reasonable if Tenant commences
the cure of such default or breach within said thirty (30) day period
diligently pursues the cure thereafter).


(c)         Tenant shall make an assignment for
the benefit of creditors.


(d)         Tenant shall file a petition under
any section or chapter of the United States Bankruptcy


Code, as
amended, or under any similar law or statute of the United States or any State
thereof; or Tenant shall be adjudged bankrupt or insolvent in proceedings filed
against Tenant thereunder and such adjudication shall not be vacated or set
aside within sixty (60) days.


(e)         A receiver or trustee shall be
appointed for all or substantially all of the assets of Tenant and such
receivership shall not be terminated or stayed within sixty (60) days.


(0 Tenant shall
desert or vacate any substantial portion of the Premises for a period often
(10) or more days; provided, however, vacation of the Premises shall not
constitute an event of default hereunder if, and so long as, (i) Tenant provides
Landlord at least sixty (60) days prior written notice of Tenants intent to
vacate, (ii) Tenant pays any additional insurance premiums which may result
from such vacation, (iii) Tenant takes such action as Landlord may reasonably
request to protect the Premises and Building from vandalism and trespass, and
(iv) Tenant otherwise continues to observe and perform all Tenant's obligations
and covenants contained in this Lease.


(f)                         
If Tenant or a party mat controls, is
controlled by or is under common control with Tenant or any guarantor of this
Lease is in possession of all or any portion of the premises described in mat
certain Industrial Lease Agreement (the "Other Lease") between
Landlord and Tenant respecting certain premises lying within the Building and adjacent
to the Premises and is in default under the terms of the Other Lease beyond any
applicable notice and/or cure period.


ARTICLE XXI


LANDLORD'S
REMEDIES


Upon the
occurrence of any event of default specified in Article XX hereof; Landlord
shall have the option to pursue any one or more of the following remedies
without any further notice or demand whatsoever:


 (a)         
Terminate this Lease, in which event Tenant shall immediately surrender
me Premises to Landlord, and if Tenant fails to do so, Landlord may, without
prejudice to any other remedy which it may have for possession or arrearages in
Rent, enter upon and take possession and expel or remove Tenant and any other
person who may be occupying said Premises or any part thereof, without being liable
for prosecution or any claim for damages thereof; and Tenant agrees to pay to
Landlord on demand the amount of all loss and damage which Landlord may suffer
by reason of such termination, whether through inability to relet the Premises
on satisfactory terms or otherwise, including the loss of Rent for the
remainder of the Lease Term.


(b)          Enter upon and take possession of
the Premises and expel or remove Tenant and any other person who may be
occupying the Premises or any part thereof, without being liable for
prosecution or any claim for damages therefor, and if Landlord so elects, relet
the Premises on such terms as Landlord shall deem advisable and receive the
Basic Rental thereof; and Tenant agrees to pay to Landlord on demand any
deficiency that may arise by reason of such reletting for the remainder of the
Lease Term.   The deficiency to be paid
by Tenant to Landlord shall be the equivalent of the amount of the Basic Rental
and Additional Rent which would be payable under this Lease by Tenant, less the
net proceeds of any reletting effected pursuant to this subsection (b) after
deducting all of Landlord's reasonable expenses in connection with such
reletting, including, without limitation, all repossession costs, brokerage
commissions, legal expenses, attorneys' fees, alteration costs and expenses of
preparation of the Premises or any portion thereof, for such reletting.
Landlord need not give Tenant any written notice whatsoever, other than that
which is required by Article XX above, of Landlord's intent to take possession
of the Premises and expel or remove Tenant.


(c)          Enter upon die Premises, without
being liable for prosecution or any claim for damages therefor, and do whatever
Tenant is obligated to do under the terms of this Lease; and Tenant agrees to
reimburse Landlord on demand for any expenses which Landlord may incur in thus
effecting compliance with Tenant's obligations under this Lease, and Tenant
further agrees that Landlord shall not be liable for any damages resulting to the
Tenant from such action.


(d)          At any time after an event of
default, whether or not Landlord shall have collected any monthly deficiency as
set forth in subsection (b) above, Landlord shall be entitled to recover from
Tenant, and Tenant shall pay to Landlord, on demand, as and for final damages
for Tenant's default, an amount equal to the difference between the then
present worth of the aggregate of the Basic Rental and Additional Rent and any
other charges to be paid by Tenant hereunder for the unexpired portion of the
Lease Term (assuming this Lease had not been terminated), and the men present
worth of the then aggregate reasonable fair market rent of the Premises for the
same period. In computation of present worth, a discount at the rate of 6% per
annum shall be employed.


No re-entry or
taking possession of the Premises by Landlord shall be construed as an election
on its part to terminate this Lease, unless a written notice of such intention
be given to Tenant Notwithstanding any such reletting or re-entry or taking
possession, Landlord may at any time thereafter elect to terminate this Lease
for a previous default Pursuit of any of the foregoing remedies shall not
preclude pursuit of any of the other remedies herein provided or any other remedies
provided by law, nor shall pursuit of any remedy herein provided constitute
& forfeiture or waiver of any Rent due to Landlord hereunder or of any
damages accruing to Landlord by reason of the violation of any of the terms,
provisions and covenants herein contained. Landlord's acceptance of Rent
following an event of default hereunder shall not be construed as Landlord's
waiver of such event of default No waiver by Landlord of any violation or
breach of any of the terms, provisions, and covenants herein contained shall be
deemed or construed to constitute a waiver of any other violation or breach of
any of the terms, provisions, and covenants herein contained. Forbearance by
Landlord to enforce one or more of the remedies herein provided upon an event of
default shall not be deemed or construed to constitute a waiver of any other
violation or default The loss or damage that Landlord may suffer by reason of
termination of this Lease or the deficiency from any reletting as provided for
above shall include the expense of repossession and any repairs or remodeling
undertaken by Landlord following possession. Should Landlord at any time
terminate this Lease for any default, in addition to any other remedy Landlord
may have, Landlord may recover from Tenant all damages Landlord may incur by
reason of such default, including the cost of recovering the Premises and the
loss of Rent for the remainder of the Lease Term. In case of Tenant's
dispossession from the Premises, Landlord shall use commercially reasonable efforts
to relet the Premises and to mitigate damages.







ARTICLE XXII


SURRENDER OF
PREMISES


No act or thing
done by the Landlord or its agents during the term hereby granted shall be
deemed an acceptance of a surrender of the Premises, and no agreement to accept
a surrender of the Premises shall be valid unless the same be made in writing
and subscribed by the Landlord.


ARTICLE XXIII


ATTORNEYS' FEES


If on account of
any breach or default by either party of its respective obligations under this
Lease it should be necessary or appropriate for the non-defaulting party to
bring any action under this Lease or to enforce or defend any of the
non-defaulting party's rights hereunder, then the defaulting party agrees in
each and any such case to pay to the non-defaulting party a reasonable
attorneys' fee.


ARTICLE XXIV


RESERVED PARKING


Landlord shall
reserve for the exclusive use of Tenant and its employees, agents and
contractors (i) one hundred twenty-three (123) surface parking spaces hi the
areas depicted as the "Reserved Parking Area" on Exhibit
"A-l", and (ii) twenty (20} trailer parking spaces in the area
depicted as the "Trailer Parking Area11 on Exhibit "A-l".  Landlord shall not be liable to Tenant for
the failure of any of other tenants of the Building, or such tenant's invitees,
employees, agents or customers or other third parties to comply with the
designation of Reserved Parking Area and the Trailer Parking Area, but shall
upon request by Tenant use diligent, good faith efforts to cause such tenants,
invitees, employees, agents, customers or other third parties to comply with
same. It is understood that Landlord and its agents and employees shall not be
liable for loss or damage to any vehicle parked by Tenant or under Tenant's
rights herein and/or to the contents thereof, and Tenant waives any claim
against Landlord for and in respect thereto, unless such loss or damage is
caused by the acts or omissions of Landlord or Landlord's agents, contractors,
invitees or employees.


Landlord shall
have the right to close any portion of the parking facilities at the Property
and deny access thereto in connection with any repairs as may reasonably be
required, without liability, cost or abatement Except in the case of emergency
repairs (or repairs which Landlord reasonably perceives to be an emergency),
Landlord shall perform any scheduled repairs or replacements of the parking
facilities in such a manner and at such dates and times so as to minimize any
interference with Tenant's business operations in the Premises, and shall give
Tenant not less than ten days prior written notice thereof.


ARTICLE XXV


MECHANICS LIEN


Tenant shall
have no authority, express or implied, to create, place or allow any lien or
encumbrance of any kind or nature whatsoever upon, or in any manner to bind,
the interest of Landlord in the Premises or to charge the Rent 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, and each such claim shall attach to, if at all, only the leasehold
interest granted to Tenant by this instrument Tenant covenants and agrees mat
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 on the Premises on which any lien is or can be validly and
legally asserted against its leasehold interest in the Premises or the
improvements thereon 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.


ARTICLE XXVI


SIGNS


Tenant shall
have the right to install signs upon the Premises only when first approved in
writing by Landlord and subject to any applicable governmental laws,
ordinances, restrictions, regulations and other requirements. Tenant shall
remove all such signs upon the expiration or other termination of this Lease.
Such installations and removals shall be made in such manner as to avoid injury
to or defacement of any buildings or other improvements on the Premises, and
Tenant shall repair any injury or defacement including without limitation
discoloration, caused by such installation or removal.







ARTICLE XXVII


NOTICES


Each provision
of this Lease, or of any applicable governmental laws, ordinances, regulations,
and other requirements with reference to the sending, mailing or delivery of any
notice, or with reference to 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 in
Dallas County, Texas, at 15601 Dallas Parkway, Suite 100, Addison, Texas 75001,
or at such other address as Landlord may specify from time to time by written
notice delivered in accordance herewith.


(b)         Except as otherwise specifically set
forth herein, any notice or document required to be delivered hereunder shall
be in writing and shall be deemed received when delivered if sent by a
recognized, commercial courier for same day delivery and shall be deemed
received on the next business day if sent by a nationally recognized overnight
courier (such as Federal Express or Purolator) with delivery specified for the
next business day or two (2) business days after being deposited in the United
States mail, postage prepaid, certified or registered mail, return receipt
requested, addressed to the parties hereto at the respective addresses set out
opposite their names below, or at such other address as they have theretofore
specified by written notice delivered in accordance herewith:


LANDLORD:                  CP-Coppell Industrial, Ltd.


15601 Dallas
Parkway, Suite 100


Dallas, Texas
75001


WITH COPY
TO:            Stanley K. Barth


Andrews &
Barth, P.C.


8235 Douglas
Avenue, Suite 1120


Dallas, Texas
75225


WITH COPY
TO:            The Chase Manhattan Bank


2200 Ross
Avenue, Third Floor


Dallas, Texas
75201


TENANT:                       Aladdin Manufacturing
Corporation


160 South
Industrial Boulevard


Calhoun, Georgia
30701


Attention:
Salvatore J. Perillo, Esquire


ARTICLE XXVIII


SEPARABILITY


If any clause or
provision of this Lease is illegal, invalid or unenforceable under present or
future laws, 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.


ARTICLE XXIX


QUIET ENJOYMENT


Provided Tenant
has performed all of the terms, covenants, agreements and conditions of this
Lease, including the payment of Rent, to be performed by Tenant, Tenant shall
peaceably and quietly hold and enjoy the Premises for the term hereof, without
hindrance from Landlord, subject to the Permitted Encumbrances and me terms and
conditions of this Lease. Landlord covenants and warrants that Landlord is the
true and lawful owner of the Premises (including, without limitation, the
Common Areas), subject only to the Permitted Encumbrances and has good right
and full power to let and lease the same.


ARTICLEXXX


EXISTENCE OF
BROKER


Tenant
represents and warrants that it has not contacted or dealt with any real estate
broker or agent in connection with the execution of this Lease other than
Jackson & Cooksey (the "Agent") and Alliance Partners, Inc.


Landlord will be
responsible for the payment of a commission to the Agent pursuant to a separate
written agreement


Agent has acted
in cooperation with Alliance Partners, Inc., and Agent shall pay Alliance
Partners, Inc. a portion of


the commission
pursuant to a separate agreement between Agent and Alliance Partners, Inc.
Landlord shall have


fully discharged
its obligations hereunder upon payment of a commission to Agent








Tenant agrees to
indemnify and hold harmless Landlord against all liabilities and costs
(including but not limited to attorney's fees) incurred by Landlord as a result
of Tenant's breach of any covenant, agreement, warranty or representation
contained in this Article XXX. Landlord warrants and represents to Tenant that
except for fee commission to be paid to Agent by Landlord, Landlord has not dealt
with any other real estate broker or agent in connection with the execution of
this Lease. Landlord hereby agrees to indemnify and hold Tenant harmless from
and against any and all costs, expenses (including attorneys' fees) incurred by
Tenant as a result of Landlord's breach of any covenant, agreement, warranty or
representation contained in this Article XXX.


ARTICLE XXXI


TENANTS REMEDIES


In the event
Landlord defaults in .the performance of any of its obligations to Tenant
hereunder, or breaches any warranty or representation, express or implied, to
Tenant in connection with this Lease or the Premises, and such default or
breach continues for a period of thirty (30) days following written notice
thereof from Tenant to Landlord (or such longer time as may be reasonable if
Landlord commences the cure of such default or breach within said 30 day period
and diligently pursues the cure thereafter), then Tenant may, as it sole
remedies (i) if the default relates to the Landlord's obligations (A) to
complete "punchlist items pursuant to Article H, (B) as to the
construction guaranty contained in Section 3.3 hereof; (C) under Section 8.1
hereof; or (D) to maintain the Common Area under Section 8.7 hereof, Tenant may
take such action as is reasonably necessary to cure Landlord's default if
Tenant includes in its written notice to Landlord a provision that Tenant will
or may take such action,, (ii) bring suit against Landlord for damages or (iii)
bring suit to specifically enforce Landlord's obligations under this Lease.  Further, if the default relates to
Landlord's obligations under Section 8.1, Landlord shall pay the amount of
Tenant's deductible (up to a maximum amount of $1,000.00) relating to Tenant's
insurance claim for any damage to Tenant's contents. In the event Tenant cures
such default by Landlord as provided in item (i), then Landlord will reimburse
Tenant all reasonable costs and expenses incurred by Tenant in curing
Landlord's default. Notwithstanding the foregoing provisions, if Landlord has
failed to maintain the roof as required by Section 8.1 and the contents of the
Premises are in imminent danger of damage due to water leaking or other
elements, then Tenant may cure Landlord's obligations if Landlord fails to
commence the cure thereof within twenty-four (24) hours following Tenant's
notice to Landlord. Except as otherwise expressly provided for herein, Tenant
shall have no right of set-off against payments due to Landlord hereunder and
shall have no right to terminate this Lease, and Tenant hereby waives such
remedies. It is expressly agreed mat the obligations of Landlord hereunder are
independent of Tenant's obligations.  
Landlord shall have no personal liability to Tenant for any such default
or breach by Landlord, and have no personal liability to Tenant for any such
default or breach by Landlord, and Tenant specifically agrees to look solely to
Landlord's interest in the Building and the Land situated thereunder for
payment of any damages suffered by Tenant Pending resolution of any controversy
hereunder (as evidenced by a final, nonappealable order issued by a court of
competent jurisdiction), Tenant shall continue to pay to Landlord all sums
which are and become due to Landlord hereunder, without deduction or set-off.
Following a final, nonappealable order issued by a court of competent
jurisdiction evidencing a monetary sum owed by Landlord to Tenant, Tenant may
offset the amount owed by Landlord from the Basic Rental owed by Tenant to
Landlord; provided, however, the amount of offset each month shall in no event
exceed twenty percent (20%) of the installment of Basic Rental due that month,
unless the aggregate amount to be offset exceeds the total Basic Rental to
accrue for the remainder of the Lease Term, in which event the monthly
limitation as to the amount which may be offset shall be limited to the total
amount owing by Landlord to Tenant divided by the number of months remaining
during the Lease Term. Any sums owed by Landlord to Tenant shall bear interest
at the Maximum Rate. Subject to the limitations contained in the following
paragraph of this Article XXXI, Tenant shall at all times have the right of
levy with respect to any judgment it obtains against Landlord. Tenant hereby
expressly waives and disclaims any Hen or claim which Tenant has or may have in
and to any property belonging to the Landlord or on the Rent due to the
Landlord under this Lease/ The term "Landlord," as used in this Lease
so far as covenants or obligations on the part of Landlord are concerned, shall
be limited to mean and include only the owner or owners at the time in question
of the fee of the Premises, and in the event of any transfer or transfers or
conveyance of the Premises and this Lease and the assumption by the transferee
of Landlord's obligations hereunder, the then grantor shall be automatically
freed and relieved from and after the date of such transfer or conveyance of
all liability as respects the performance of any covenants or obligations on
the part of Landlord contained in this Lease thereafter to be performed (but
not as to matters theretofore occurring), provided that any funds in the hands
of such landlord or the then grantor at the time of such transfer, in which
Tenant has an interest, shall be turned over to the grantee, and any amount
then due and payable to Tenant by Landlord or the then grantor under any
provision of this Lease shall be paid to Tenant The covenants and obligations
contained in this Lease on the part of Landlord shall, subject to the
aforesaid, be binding on Landlord's successors and assigns, during and in
respect of their respective successive periods of ownership. If Landlord fails
to perform any of its obligations under this Lease and Tenant recovers a money
judgment against Landlord, such judgment may be satisfied only out of (i)
proceeds produced upon execution of such judgment and levy thereon against
Landlord's interest in the Property and improvements thereon, (ii) the rents or
other income from the Property receivable by Landlord, and (iii) if Landlord's
failure of performance is hi respect of any covenant or obligation under
Articles XVI or XVII, Landlord's share of any condemnation award and the
proceeds of any casualty insurance maintained by Landlord in respect of the
Property. The foregoing provisions shall not relieve Landlord from the
performance of any of Landlord's obligations under this Lease, but only to
limit Landlord's liability in the case of the recovery of a monetary judgment
against it, nor shall the foregoing provisions limit or otherwise affect Tenant's
right to obtain injunctive relief or specific performance or avail itself of
any other right or remedy that this Lease or the law may accord Tenant.








ARTICLE XXXII


ESTOPPEL
CERTIFICATES


Landlord and
Tenant agree to furnish from time to time when requested by the other, a signed
certificate confirming and containing such factual certifications and
representations reasonably deemed appropriate by the party requesting such
certificate, and shall, within thirty (30) days following receipt of said
proposed certificate and request for execution, return a fully executed copy of
said certificate to the requesting party. In the event the party being
requested to execute such certificate shall fail to return a fully executed
copy of such certificate to the other party within the foregoing thirty (30)
day period, then the party being requested to execute such certificate shall be
deemed to have approved and confirmed all of the terms, certifications and
representations contained in such certificate.


ARTICLE XXXIII


NOTICE TO LENDER


If the Premises
or the Building or any part thereof are at any time subject to a first mortgage
or a first deed of trust or other similar instrument and this Lease or the
rentals are assigned to a mortgagee, trustee or beneficiary and the Tenant is
given written notice thereof, including the post office address of such
assignee, then the Tenant shall not take any action on account of any default
on the part of the Landlord mat would bind or affect said assignee without
first giving written notice by certified or registered mail, return receipt
requested, or by personal or courier delivery or as otherwise provided for in
the Non-Disturbance Agreement, to such assignee, specifying the default in
reasonable detail, and affording such assignee a reasonable opportunity to
perform, at its election, for and on behalf of the Landlord.


ARTICLE XXXIV


LANDLORD
APPROVALS


Any approval by
Landlord or Landlord's architects and/or engineers of any of Tenant's drawings,
plans and specifications which are prepared in connection with any construction
of improvements in the Premises shall not in any way be construed or operate to
bind Landlord or to constitute a representation or warranty of Landlord as to
the adequacy or sufficiency of such drawings, plans and specifications, or the
improvements to which they relate, for any use, purpose, or condition, but such
approval shall merely be the consent of Landlord as may be required hereunder
in connection with Tenant's construction of improvements in the Premises in accordance
with such drawings, plans and specifications. Landlord shall be responsible for
the payment of any drawings, plans and specifications which are prepared by or
on behalf of Landlord.


ARTICLE XXXV


JOINT AND
SEVERAL LIABILITY


If there be more
than one Tenant, the obligations hereunder imposed upon Tenant shall be joint
and several.  If there be a guarantor of
Tenant's obligations hereunder, the obligations hereunder imposed upon Tenant
shall be the joint and several obligations of Tenant and such guarantor and
Landlord need not first proceed against the Tenant hereunder before proceeding
against such guarantor, nor shall any such guarantor be released from its
guaranty for any reason whatsoever, including without limitation, in case of
any amendments hereto, waivers hereof or failure to give such guarantor any
notices hereunder.


ARTICLE XXXVI


GENDER


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.


ARTICLE XXXVII


CAPTIONS


The captions
contained in this Lease are for convenience of reference only, and in no way
limit or enlarge the terms and conditions of this Lease.


ARTICLE XXXVIII


ENTIRE
AGREEMENT; AMENDMENTS; BINDING EFFECT


Neither party to
this Lease has made or relied on any representations, warranties, covenants or
agreements


with respect to
the Premises or any other matters affecting or relating to this Lease except as
contained herein and this Lease supersedes and replaces any prior
representations, warranties, covenants or agreements, whether written or oral,
which may have been made by either party with respect to the Premises or other
matters contained in this Lease. This Lease contains the entire agreement
between me parties hereto with respect to the Premises and all other matters
contained in this Lease and this Lease may not be altered, changed or amended,
except by instrument in writing signed by both parties hereto. No provision of
urn tease shall be deemed to have been waived by Landlord unless such waiver be
in writing signed by Landlord and addressed to Tenant, nor shall any custom or
practice which may grow up between the parties in the administration of the
terms hereof be construed to waive or lessen the right of Landlord to insist
upon the performance by Tenant in strict accordance with the terms hereof.  The terms, provisions, covenants and
conditions contained in this Lease shall apply to, inure to the benefit of and
be binding upon the parties hereto, and upon their respective successors in
interest and legal representatives, except as otherwise herein expressly
provided.


ARTICLE XXXIX


GOVERNING LAW
AND PLACE OF PERFORMANCE


This Lease shall
be governed by the laws of the State wherein the Land is located. Tenant shall
perform all covenants, conditions and agreements contained herein, including
but not limited to payment of Rent, in Dallas County, Texas.


ARTICLE XL


GOOD
STANDING/DUE AUTHORIZATION


Contemporaneous
with the execution of this Lease, Tenant shall provide to Landlord the
following:


(a)                      
A copy of Tenant's Good Standing, or
similar certificate, issued by the Secretary of State of the state of Tenant's
incorporation; and  


(b)                     
(b)         A copy of the appropriate corporate resolutions, certified
by the secretary or die assistant secretary of the Tenant, evidencing the
authorization of the Tenant to execute this Lease.  


In the event a
guaranty agreement is executed with respect to this Lease, Tenant shall
additionally provide to Landlord, contemporaneous with the execution of this
Lease, the items listed above for the guarantor.


ARTICLE XLI


FINANCIAL
STATEMENTS


Within fifteen
(15) days following Landlord's written request, Tenant will provide to Landlord
the most current annual report (including financial statements) of Mohawk
Industries, Inc. Landlord may disclose and share such annual reports (including
financial statements) (i) with Landlord's advisors; attorneys; consultants; and
lenders, investors and purchasers (as well as prospective lenders, investors
and purchasers) and (ii) as required by any applicable law, rule, regulation or
order.


ARTICLE XLII


MEMORANDUM OF
LEASE


Upon not less
than ten (10) days prior written request by either party, the parties hereto
agree to execute and deliver to each other a Memorandum of Lease, in recordable
form, setting forth the following:


(a)         The date of this Lease;


(b)         The parties of this Lease;


(c)          The term of this Lease;


(d)          The legal description of the Land;
and


(e)          Such other matters reasonably
requested by Landlord to be stated therein.


ARTICLE XLIII


RENEWAL OPTION


Landlord hereby
grants Tenant (but no assignee or subtenant) one (1) option to renew this Lease
for a period of sixty (60) months. The renewal option shall be exercised by
Tenant notifying Landlord thereof in writing not less than two hundred forty
(240) days prior to the expiration of the then current lease term, as the case
may be.  Such renewal shall be subject
to all of the terms and conditions of this Lease except that (i) the rentals
payable during each renewal term shall be as set forth below and (ii) no
further renewal option shall exist during the renewal term. It shall be a
condition to Tenant's exercising the renewal option herein granted that Tenant
not be then in default under this Lease beyond any applicable notice and cure
period.


The Basic Rental
for each renewal term shall be based on the then prevailing rental rates for
properties of equivalent quality, size, utility and location in the
Dallas/Forth Worth market, with the length of the lease term and the
creditworthiness of the Tenant taken into account; provided, however, that in
no event shall the Basic Rental in any renewal period be less than the Basic
Rental for the last month immediately preceding said renewal period.  Upon notification from Tenant of its intent
to exercise each renewal option, Landlord shall, within fifteen (15) days
thereafter, notify Tenant in writing of the Basic Rental for the applicable
renewal term; Tenant shall, within fifteen (15) days following receipt of same,
notify Landlord in writing of the acceptance or rejection of the proposed Basic
Rental. In the event of rejection by Tenant, the Basic Rental for the
applicable renewal term shall be determined as follows:


(a)         Within fifteen (15) days following
notification of rejection, Landlord and Tenant shall each select an arbitrator
who shall be a Licensed Texas real estate broker having a minimum of five (5)
years experience in leasing industrial space and being a member of the North
Chapter of the Texas Society of Office and Industrial Realtors (or its
successor organization). Notice shall be given to the other party of the name
of the arbitrator selected. If either Landlord or Tenant fails to appoint such
an arbitrator within the allocated time, the arbitrator appointed by the other
party shall make the determination of the Basic Rental and this determination
shall be final and binding on bom parties.


(b)         If both Landlord and Tenant appoint
an arbitrator in accordance with the provisions above and the two arbitrators
cannot agree upon a Basic Rental for the renewal term within thirty (30) days
following their appointment, the two arbitrators shall forthwith select a third
disinterested and qualified arbitrator having like qualifications and each of
the original arbitrators will immediately submit his or her judgment as to the
appropriate Basic Rental hi writing to the third arbitrator. Within ten (10)
days after such submittal, the third arbitrator shall make the determination of
the Basic Rental for such renewal period and the determination of the third
arbitrator shall be final and binding on both parties. In the event the two
arbitrators appointed by the Tenant and Landlord cannot agree upon a third
arbitrator, men the third arbitrator shall be appointed by the then President
of the Norm Chapter of the Texas Society of Office and Industrial Realtors (or
its successor organization).   The Basic
Rental agreed to by the two appointed arbitrators or, if applicable, the Basic
Rental determined by the third arbitrator shall be final and binding upon the
parties hereto. Landlord and Tenant shall each bear the expense of their
arbitrator and the expense of a third arbitrator, if needed, shall be shared
equally by both parties.


ARTICLE XLIV


GENERAL
PROVISION


(a)         Landlord shall be responsible for and
shall pay according to law any transfer or conveyance taxes or for any
documentary stamps, if any, required to be paid in connection with the making
of this Lease or the recordation of a memorandum hereof.


(b)         Whenever a period of time is herein
prescribed for action to be taken by Landlord or Tenant, there shall be
excluded from the computation for any such period of time, any delays due to
strikes, riots, acts of God, shortages of labor or materials, war, governmental
laws, regulations or restrictions or any other causes of any land whatsoever
which are beyond the control of the party required to take such action;
however, there shall be no extension for the payment of any monetary sums, nor
shall any such matter extend any of the time periods provided in Article XLIII
hereof.


(c)         Except as otherwise expressly
provided in this Lease to the contrary, any consent or approval required to be
given or obtained hereunder by either party shall not be unreasonably withheld,
delayed or conditioned by either party hereto, and any exercise of discretion
to be made hereunder by either party shall be reasonably made without undue
delay. Any matter that is described herein to be to a party's satisfaction
shall be to such party's reasonable satisfaction.


(Signatures on
following page]







Executed by
Landlord to be effective as of the 13th day of March, 2002.


LANDLORD:


CP-COPPELL
INDUSTRIAL, LTD.,


a Texas limited
partnership


By:       Champion-Coppell Industrial, Ltd.,


a Texas limited
partnership,


its General
Partner


By:        Coppell-Champion, Inc.,


a Texas
corporation,


its General
Partner Jeffrey L Swope, President


Executed by
Tenant to be effective as of the 12th day of March, 2002.


TENANT:


ALADDIN
MANUFACTURING CORPORATION,


a Delaware
corporation


By:_____


Printed
name:Salvatore J Perillo


Title:ASST.
Secretary







EXHIBIT
"A"


LAND


LEGAL
DESCRIPTION


Being a 100.0
acre tract of land out of the S.A. and M.G. RJL survey, Abstract No. 1439, in
Dallas, Texas and also being the same tract of land described in a Deed to
Coppell Industrial N.V., a Netherlands Antilles corporation and recorded in
Volume 82071, Page 1061, Deed Records, Dallas County, Texas and being more
particularly described by metes and bounds as follows:


Beginning at a
fence post found for the Northeast corner of the herein described tract also
being the Southeast comer of a tract of land described in a Deed of Sunbelt
Business Center and recorded in Volume 80151, Page 892, said Deed Records, Said
fence post is in the West right-of-way of an abandoned Cotton Belt Railroad
Spur;


Thence S
00 04'53" W, with the abandoned railroad spur right-of-way, at 1,716.43
feet pass a fence comer and continue generally with the fence a total distance
of 1,887.36 feet to a capped 5/8 inch iron found;


Thence S
11 37'29" E, 151.76 feet continuing with the abandoned spur right-of-way
and generally along fence to a capped 5/8 inch iron found;


Thence S
00*1329" E, 193.47 feet continuing with the abandoned spur right-of-way
and generally along fence to a capped 5/8 inch iron found in the Northerly
right-of-way line of Bethel School Road (County Road No. 23);


Thence along the
Northerly right-of-way line of Bethel School Road and generally along a fence
the following courses and distances:


N 88 06'36n W,
97.63 feet to a capped 5/8 inch iron found;


N 83 45'02"
W, 119.01 feet to a capped 5/8 inch iron found;


N 81 34'41"
W, 417.48 feet to a capped 5/8 inch iron found;


S 89 26'52"
W, 1,406.39 feet to a capped 5/8 inch iron found for the Southwest comer of
this tract and the Southeast comer of 236.956 acre tract described in a Deed to
Ward Hunt and recorded in Volume 82071, Page 1167, said Deed Records;


Thence N
00 35'58" W, 2,139.20 feet leaving the right-of-way line of Bethel School
Road and with the Easterly line of said Hunt tract to a 5/8 inch iron pin with
cap stamped "Carter & Burgess", set in an old fence line and in
the Southerly line of said Sunbelt Business Center tract;


Thence N
89 14'54M E, 2,029.08 feet with the Southerly line of said Sunbelt Business
Center tract to the point of beginning and containing 100.0 acres of land.








EXHIBIT
"B"


PERMITTED
ENCUMBRANCES


1.    Deed of Trust from CP-COPPELL INDUSTRIAL,
LTD., a Texas limited partnership to DAVID


MENDEZ, Trustee,
dated 10/13/2000, filed 10/18/2000, in Volume 2000203, Page 5383, Deed


Records, Dallas
County, Texas, securing two (2) notes in the principal sums of $13,075,000.00,


and
$2,200,000.00, payable to THE CHASE MANHATTAN BANK, and securing other


indebtedness as
described therein.


2.    Financing statement executed by CP-COPPELL
INDUSTRIAL, LTD. as debtor, in favor of THE


CHASE MANHATTAN
BANK as secured party, filed 10/18/2000, in Volume 2000203, Page


5396, Deed Records,
Dallas County, Texas.


3.    30* building line, 24* fire lane, 10*
landscape areas, 10* gas easement, 15* electric easement, 15'


gas and electric
easement, 20* x 20* water easements and 20* common access and private utility


easement as
shown on the plat recorded in Volume 2000200, Page 00669, Map Records of Dallas


County, Texas,
and as shown on survey of Charles F. Stark, R.P.L.S. 5084, dated 08/28/2000.


4.    Easement Agreement dated January 1, 2001,
granting to the City of Coppell easements for


construction,
access and construction recorded in Volume 2001026, Page 03950, Deed Records,


Dallas County,
Texas.


5.    Drainage Easement Agreement dated January
1, 2001, in Volume 2001026, Page 03904, Deed


Records, Dallas
County, Texas


6.    Easement and Right of Way in favor of TXU
Gas Company, dated August 31, 2001, in Volume


2001209, Page
03308, Deed Records, Dallas County, Texas







EXHIBIT
"C"


DESIGN CRITERIA


	
  Initial Lease
  Premises

  	

  
	
  Dimension:

  	
  200,000 square
  feet - 250' x 800'

  
	
  Office Area:

  	
  13,000 square
  feet in layout to be mutually agreed upon based on a $30 per square foot
  allowance. A payment will be made to Mohawk for the flooring for the office
  area that will be provided

  by Mohawk.

  
	
  Automobile
  Parking:

  	
  The lease
  premises will be provided with a total of 123 automobile spaces comprised of
  65 existing spaces, 58 new spaces.

  
	
  Trailer
  Storage:

  	
  Onsite storage
  for a minimum of 20 trailers shall be provided along the dock side of the
  building where the current landscaped yard will be removed and paved.

  
	
  Paving
  Modification:

  	
  To facilitate
  ease of trailer maneuvering and provide additional parking, two areas of the
  existing 130' deep truck court will be increased:

  Area 1 a depth
  of 190* by the addition of an area 60* deep by a length of 290 feet and Area
  II a depth of 160' by the addition of an area 30* deep by a length of
  210'feet.


  
	
  Dock
  Configuration:

  	
  Single sided
  dock with total of twenty-six (26) overhead doors comprised of eighteen (18)
  existing and eight (8) new. 48" Dock height with a general truck court depth
  of 160'.

  One (1) drive
  in 14' x 14' truck door with ramp

  Two (2)
  24" dock height doors with ramp

  Twenty-three
  (23) typical overhead doors

  The truck
  doors shall be typically non-insulated 9* x 10', 20- gauge, sectioned
  vertical lift doors as manufactured by Windsor Company.

  
	
  Dock
  Equipment:

  	
  Ten (10) Doors
  w/30,000 lb. levelers, Rite Kite or Tenant approved equal; Phoenix dock light
  at each door, dock bollards at each door. Nine (9) edge of dock plates will
  be provided in the 200,000 square foot space, location to be mutually agreed
  upon.

  
	
  Existing
  Sprinkler System:

  	
  75 psi minimum
  ESFR system without in-rack sprinkler system.

  
	
  Battery
  Charging:

  	
  Twenty (20)
  battery charging connections and other requirements per code.

  
	
  Electrical:

  	
  Provide one
  (1) 480v/100a disconnect for cutting tables within I SO1 of main electrical
  service entrance.

  
	
  Existing Roof:

  	
  Roofing is a
  Carlisle  10-year bondable, single ply
  45 mechanically fastened EPDM membrane system.

  
	
  Existing Smoke/Heat Evacuation:

  	
  Three air
  changes per hour.

  
	
  Lighting:

  	
  Provide one
  (1) 1,000 watt, metal halilde fixtures per 1,500 square feet of warehouse
  area. Premium for 30 footcandles average with minimum of 20 footcandles at 36
  above floor level lighting to be designed around storage and rack plan
  submitted by Mohawk to be paid by Mohawk.

  
	
  Security:

  	
  Complete fire
  alarm system as required by code.

  
	
  Walls:

  	
  Interior
  demising wall shall be two hour rated gypsum board assembly on steel stud
  framing. Joints shall be fire taped. Tilt up wall shall be caulked on both
  sides. The exterior side of the panels have been painted.

  
	
  Existing
  Exterior Lighting

  	
  The dock sides
  of the building have been provided with 400 watt, metal halide wall pak
  fixtures on 100' centers at 24' above dock paving.

  
	
  Signage

  	
  Landlord will
  provide tenant a $5,000 allowance for signage.

  
	
  Warehouse
  Floor

  	
  Warehouse
  floor is sealed with Lapidolith sealer and shall be cleaned. Expansion joints
  have been sealed.

  







EXHIBIT  "D"


PRELIMINARY
PLANS











EXHIBIT
"D-l"


FINAL PLANS AND
SPECIFICATIONS







GUARANTEE


This is 3
guarantee of an Industrial Lease Agreement dated as of March 13* 2002 (the
"Lease"), by and between CP-COPPELL INDUSTRIAL, LTD., s Texas limited
partnership, hereinafter called "Landlord", and ALADDIN MANUFACTURING
CORPORATION, a Delaware corporation, hereinafter called 'Tenant",
respecting approximately 200,000 square feet of space within a certain building
situated in Dallas County, Texas, FOR VALUE RECEIVED, and in consideration for,
and as an inducement to Landlord to enter into the foregoing Lease, the
undersigned hereby jointly and severally (if more than one) guarantee to
Landlord and its successors and assigns the payment of all rentals specified
thereunder and all other payments to be made by Tenant under the Lease, and the
foil performance and observance by Tenant of all the terms, covenants,
conditions and agreements therein provided to be performed and observed by
Tenant for which each of the undersigned shall be jointly and severally liable
with Tenant, without requiring any notice of nonpayment, nonperformance or
nonobservance, or proof of notice or demand, whereby to charge the undersigned,
all of which each of the undersigned does hereby expressly waive, and each of
the undersigned expressly agrees that the Landlord and its successors and
assigns may proceed against the undersigned separately or jointly, before,
after or simultaneously with the proceedings against Tenant for default, and
that this Guarantee shall not be terminated, affected or impaired ia any way or
manner whatsoever by reason of the assertion by Landlord against Tenant of any
of the rights or remedies reserved to Landlord pursuant to the provisions of
the Lease, or by reason of summary of other proceedings against Tenant, or by
the omission of Landlord to enforce any of its rights against Tenant or by
reason of any extensions of time or indulgences granted by Landlord to Tenant.
Each of the undersigned further covenants and agrees (i) that the undersigned
will be bound by all of the provisions, terms, conditions, restrictions and
limitations contained in the Lease, the same as though the undersigned was
named therein as Tenant; and (ii) that this Guarantee shall be absolute and
unconditional and shall remain and continue in full force- and effect as to any
renewal, extension, amendment, addition, assignment sublease, transfer or other
modification of fee Lease, whether or not the undersigned shall have arty
knowledge or have been notified of or agreed or consented to any such renewal,
extension, amendment, addition, assignment, sublease, transfer or other
modification of the Lease; however, the undersigned shall not be bound by any
and all modifications to the Lease which are not consented to in writing by the
undersigned, If Landlord at any time is compelled to take any action or
proceeding in court or otherwise to enforce or compel compliance with the terms
of this Guarantee, each of the undersigned shall, in addition to any other
rights and remedies to which the Landlord may be entitled hereunder or as a
matter of law or in equity, be obligated to pay all costs, including attorneys'
fees, incurred or expended by Landlord in connection with any enforcement by
Landlord if Landlord is successful in enforcing or compelling compliance of any
of the terms of this Guarantee. Further, each of the undersigned hereby
covenants and agrees to assume the Lease and to perform all of the terms and
conditions thereunder for the balance of the original term should the Lease be
disaffirmed by any Trustee in Bankruptcy for Tenant All obligations and
liabilities of the undersigned pursuant to this Guarantee shall be binding upon
the heirs, legal representatives, successors and assigns of each of the
undersigned, and each of the undersigned and its heirs, legal representatives,
successors and assigns shall remain fully liable under the Lease and this
Guarantee regardless of any merger, corporate reorganization or restructuring
involving Tenant regardless of the resulting organization, structure or
ownership of Tenant. This Guarantee shall be governed by and construed in
accordance with the laws of the State of Texas.


Each of the
undersigned hereby unconditionally consents and agrees tbat any legal action
brought under this Guarantee may be brought in any State Court of the State of
Texas, or in a Federal United States Court in Texas and each of the undersigned
hereby unconditionally consents to the jurisdiction of such courts in
connection with any cause of action brought by or against Tenant and/or
Guarantors) in any way directly or indirectly related to the Lease or this
Guarantee.


This Guarantee
shall be enforceable against each person signing this Guarantee, even if only
one person signs and regardless of any failure of other persons to sign this
Guarantee. If there be more than one signer, all agreements and promises herein
shall be construed to be, and are hereby declared to be, joist and several, in
each and every particular and shall be folly binding upon sad enforceable
against either, any or all of fee undersigned. Further, the liability of each
of the undersigned shall not be affected or impaired by any roll or partial
release of, settlement with, or agreement not to sue, Tenant or any other
guarantor or other person liable in respect of the Lease, which Landlord is
expressly authorized to do, omit or suffer from time to tune, without notice to
or approval by any of the undersigned. The singular herein shall include the
plural and the plural shall include the singular when referring to &e
undersigned.







At any time that
Tenant is required to furnish a certificate pursuant to the Lease, each of the
undersigned, by guarantying the terms and conditions of the Lease, agree that
such Guarantor, upon thirty (30) days prior written request to Tenant, shall
certify (by written instrument, duly executed, acknowledged and delivered to
Landlord and to any third person designated by Landlord in such request)
whether such person concurs with the statements set forth in said certificate
by Tenant (and, if not, identifying specifically the items or matters to which
such Guarantor does not concur) and that the guarantee of such person remains
in full force and effect as to all obligations of Tenant under the Lease.
Failure to deliver such certificate to Landlord (and any such designated third
party) within such thirty (30) day period shall constitute automatic approval
of the requested certificate as though such certificate had been fully executed
and delivered by such Guarantor to Landlord and such designated third party.
 


 Within fifteen (15) days following Landlord's
written request, Guarantor will provide to Landlord Guarantor's most current
annual report (including financial statements). Landlord may disclose and share
such annual reports (including financial statements) (i) with Landlord's
advisors; attorneys; consultants; and lenders, investors and purchasers (as
well as prospective lenders, investors and purchasers) and (ii) as required by
any applicable law, rule, regulation or order.


IN WITNESS
WHEREOF, the undersigned have set their hands to four (4) original counterparts
of this Guarantee as of the 13th day of March, 2002.


GUARANTOR:


MOHAWK
INDUSTRIES, INC.,


a Delaware
corporation


Printed
Name:Salvatore J. Perillo


Title:Asst.
Secretary







INDUSTRIAL LEASE AGREEMENT

Date: March 13 2002 between CP-COPPELL INDUSTRIAL, LTD., a
Texas Limited Partnership and ALADDIN MANUFACTURING CORPORATION, a Delaware
corporation





TABLE OF CONTENTS

Page

	ARTICLE I 	1
	DEFINITIONS 	1
	ARTICLE II	1
	LEASE GRANT 	1
	Section 2.1 Premises	1
	Section 2.2 Permitted
    Encumbrances	2
	ARTICLE III	2
	CONSTRUCTION OF LEASEHOLD
    IMPROVEMENTS	2
	Section 3.1 Design Criteria
    	2
	Section 3.2 Leasehold
    Improvements 	2
	Section 3.3 Construction
    Guaranty	3
	ARTICLE IV	4
	RENT 	4
	Section 4.1 Payment of Rent
    	4
	Section 4.2 Periodic Payment of
    Reimbursable Expenses; Adjustments 	4
	Section 4.3 Rent Adjustment
    	4
	Section 4.4 [INTENTIONALLY
    OMITTED] 	4
	Section 4.5 Survival of
    Obligations 	4
	Section 4.6 Delinquent Payments
    	4
	Section 4.7 Independent
    Obligations 	5
	ARTICLE V 	5
	OTHER ASSESSMENTS 	5
	Section 5.1 Payment of
    Impositions 	5
	Section 5.2 Other Impositions
    	5
	Section 5.3 Landlord's Right to
    Contest 	5
	Section 5.4 Landlord's Covenants
    	5
	ARTICLE VI 	6
	UTILITIES 	6
	ARTICLE VII 	6
	USE; COMPLIANCE WITH LAWS 
    	6
	Section 7.1 Permitted Use 
    	6
	Section 7.2 Hazardous Materials
    	6
	Section 7.3 Compliance with Laws
    and Ordinances 	8
	Section 7.4 Compliance with
    Permitted Encumbrances 	8
	ARTICLE VIII 	8
	REPAIRS AND MAINTENANCE 
    	8
	Section 8. 1 By Landlord 
    	8
	Section 8.2 By Tenant 
    	8
	Section 8.3 Prohibition Against
    Waste 	9
	Section 8.4 Landlord's Right to
    Effect Repairs 	9
	Section 8.5 Misuse or Neglect
    	9
	Section 8.6 Maintenance/Service
    Contracts 	9
	Section 8.7 Common Area 
    	9
	ARTICLE IX 	10
	ALTERATIONS AND IMPROVEMENTS
    	10
	ARTICLE X 	11
	INDEPENDENT OBLIGATIONS 
    	11
	ARTICLE XI 	11
	ASSIGNMENT AND SUBLETTING 
    	11
	ARTICLE XII	12
	LIABILITY 	12
	ARTICLE XIII 	12
	MORTGAGES 	12
	ARTICLE XIV 	12
	INSPECTION 	12
	ARTICLE XV 	12
	INSURANCE; WAIVER OF SUBROGATION
    	12
	ARTICLE XVI 	13
	DESTRUCTION AND RESTORATION
    	13
	ARTICLE XVII 	14
	CONDEMNATION 	14
	ARTICLE XVIII 	14
	HOLDING OVER 	14
	ARTICLE XIX 	14
	TAXES ON TENANTS PROPERTY 
    	14
	ARTICLE XX 	14
	EVENTS OF DEFAULT 	14
		
	ARTICLE XXI 	15
	LANDLORD'S REMEDIES 	15
	ARTICLE XXII 	16
	SURRENDER OF PREMISES 
    	16
	ARTICLE XXIII 	16
	ATTORNEYS' FEES 	16
	ARTICLE XXIV 	16
	RESERVED PARKING 	16
	ARTICLE XXV 	16
	MECHANICS LIEN 	16
	ARTICLE XXVI	16
	SIGNS 	16
	ARTICLE XXVII	17
	NOTICES	17
	ARTICLE XXVIII 	17
	SEPARABILITY	17
	ARTICLE XXIX	17
	QUIET ENJOYMENT	17
	ARTICLE XXX	17
	EXISTENCE OF BROKER	17
	ARTICLE XXXI	18
	TENANTS REMEDIES	18
	ARTICLE XXXII	19
	ESTOPPEL CERTIFICATES	19
	ARTICLE XXXIII	19
	NOTICE TO LENDER	19
	ARTICLE XXXIV	19
	LANDLORD APPROVALS	19
	ARTICLE XXXV	19
	JOINT AND SEVERAL LIABILITY	19
	ARTICLE XXXVI	19
	GENDER.	19
	ARTICLE XXXVII	19
	CAPTIONS	19
	ARTICLE XXXVIII	20
	ENTIRE AGREEMENT; AMENDMENTS;
    BINDING EFFECT	20
	ARTICLE XXXIX	20
	GOVERNING LAW AND PLACE OF
    PERFORMANCE	20
	ARTICLE XL	20
	GOOD STANDING/DUE AUTHORIZATION	20
	ARTICLE XLI	20
	FINANCIAL STATEMENTS	20
	ARTICLE XLII	20
	MEMORANDUM OF LEASE	20
	ARTICLE XLIII 	20
	RENEWAL OPTION	20
	ARTICLE XLIV	21
	GENERAL PROVISION 	21






INDUSTRIAL LEASE AGREEMENT

THIS INDUSTRIAL LEASE AGREEMENT (the  "Lease ") is made
and entered into by and between the Landlord and Tenant hereinafter named.

ARTICLE I

DEFINITIONS

The following definitions and basic provisions shall be used
in conjunction with and limited by the reference thereto in the provisions of
this Lease:

(a) "Landlord ": CP-COPPELL INDUSTRIAL, LTD., a Texas limited
partnership.

(b) "Tenant ": ALADDIN MANUFACTURING CORPORATION., a Delaware
corporation.

(c) "Premises ":    That approximately 100,000
square foot portion of the approximately 600 000 square foot Building (herein so
called) identified on Exhibit  "A-I " attached hereto and made a part
hereof, which Building is situated on that certain real property described on
Exhibit  "A " attached hereto and made a part hereof (the  "Land ").
The Building and roe Land are hereinafter collectively referred to as the 
"Property ". The Building is situated upon a portion of the Land, as reflected
on Exhibit  "A-l ", and it is contemplated that another building (the 
"Adjacent Building ") may be built upon the western portion of the Land.

(d)          
"Lease Term ": A period commencing on May 1, 2002 (the  "Commencement Date
") and ending December 31,2004 (the  "Expiration Date ").

(e)          
"Basic Rental ": $26,250.00 per month.

(f)      "Permitted Use ":  
Warehousing, cutting and distribution of carpet and related items (herein, the 
"Primary Use ") and all other lawful uses permitted by applicable zoning.

(g)          
"Maximum Rate ": The lesser of (i) the maximum rate of interest permitted by
applicable law or (ii) two percent (2%) above the  "prime rate " of
interest, as announced from time to time in the Money Section of The Wall Street
Journal or should The Wall Street Journal cease to be published or should The
Wall Street Journal cease to publish a  "prime rate ", then the 
"prime rate " as charged from time to time by Chase Bank, N.A., or its
successor.

(h)          
"Additional Rent ": All sums of money, other than Basic Rental, which become due
under Article V, Section 8.7 or Article XV this Lease, or are otherwise
specified to be  "Additional Rent " under this Lease. Basic Rental and
Additional Rent shall collectively constitute the  "Rent " or 
"Rentals " due or to become due under this Lease and are herein so called.

(i)           
"Common Area ": All areas and facilities that may exist, from time to time,
outside the Building and the Adjacent Building and within the perimeter boundary
line of the Property for the general, non-exclusive use of the Landlord, the
Tenant and other tenants within the Building and their respective employees,
suppliers, shippers, customers and invitees, including (without limitation,
however) parking areas, loading and unloading areas, trash areas, roadways,
sidewalks, walkways, parkways, driveways, alleys and landscaped areas. Tenant
acknowledges that the Common Area may include a common driveway running between
the Building and the Adjacent Building, together with landscaping incidental
thereto.

(j)           
"Tenant's Share "; A fraction, the numerator of which is the total number of
square feet of space contained within the Premises and the denominator of which
is the total number of square feet of space contained within the Building and
all other buildings, if any, which may hereafter exist on the Property. Tenant's
Share shall not exceed 16.67%,

ARTICLE II

LEASE GRANT

Section 2.1 Premises, Landlord, in consideration of the Basic
Rental to be paid and the other covenants and agreements to be performed by
Tenant and upon the terms and conditions hereinafter stated, does hereby lease,
demise and let unto Tenant the Premises commencing on the Commencement Date (as
defined in Article I(d) hereof), or as adjusted as hereinafter provided) and
ending on the last day of the Lease Term, unless sooner terminated as herein
provided. Provided all plans and specifications are prepared, reviewed and
approved in a manner so as not to delay Landlord's completion of the Leasehold
Improvements (as defined in Section 3.2 hereof), Landlord anticipates that the
Premises will be available and ready for occupancy on or about May 1, 2002. 
If the Premises are not available and ready for occupancy by May 1, 2002, then
Landlord shall not be deemed to be in default hereunder, and Tenant agrees to
accept possession of the Premises at such time as the Premises are available and
ready for occupancy and such date shall be deemed to be the Commencement Date.
If the Leasehold Improvements have not been substantially completed by June 15,
2002 (the  "Outside Completion Date "), then, as Tenant's sole recourse,
the Abatement Period (as defined in Section 4.1 hereof) shall be extended one
(1) day foreach day beyond the Outside Completion Date that the Leasehold
Improvements have not been substantially completed; provided, however, if delay
is caused or contributed to by act or neglect of Tenant or those acting for or
under Tenant (hereinafter referred to as a  "Tenant Delay "), labor
disputes, casualties, acts of God or the public enemy, governmental embargo
restrictions, shortages of fuel, labor, or building materials, action or
non-action of public utilities, or of local, state or federal governments
affecting the work, or other causes beyond Landlord's reasonable control, then
the Outside Completion Date shall be extended for the additional time caused by
such delay. Such delays are each hereinafter referred to as an  "Excused
Delay. " In order for Landlord to claim an Excused Delay, Landlord must provide
Tenant written notice of such claim within ten (10) days after Landlord becomes
aware of such delay. Landlord hereby waives payment of Basic Rental and other
payments to be made by Tenant hereunder covering any period prior to the date
the Premises are available and ready for occupancy, all of which shall only
commence upon the Commencement Date; however, should Tenant occupy the Premises
prior to the Commencement Date specified in Article I(d) hereof, the
Commencement Date and Lease Term shall be altered to coincide with said
occupancy with the Expiration Date of this Lease remaining unchanged. For the
purpose hereof, the Premises shall be deemed  "available and ready for
occupancy " at such time as Landlord has substantially completed the
construction or installation of any Leasehold Improvements (as defined in
Section 3.2 hereof), if any, required to be completed by Landlord pursuant to
Section 3.2 of this Lease to the extent reasonably necessary so as to allow
Tenant to occupy the Premises and commence operations of its business therein,
notwithstanding the fact that there may remain as incomplete certain minor, 
"punchlist " items which do not materially interfere with Tenant's intended use
of the Premises; Landlord agrees to promptly attend to and complete the
punchlist items in a good and workmanlike manner. The Leasehold Improvements
shall be deemed to have been substantially completed when the following having
occurred: (i) the issuance of a certificate of occupancy permitting Tenant to
occupy the Premises (or the taking of such other action as may be customary to
permit occupancy or use thereof); and (ii) the issuance of a certificate of
substantial completion by Landlord's architect respecting the Leasehold
Improvements; provided, however, if the failure to secure such certificates or
of taking such other action is caused by the act, failure to act or neglect of
Tenant, then the Leasehold Improvements shall be deemed substantially completed
and available and ready for occupancy on the day when such certificates may have
been issued or such other action may have been taken had it not been the act,
failure to act or neglect of Tenant. By occupying the Premises, Tenant shall be
deemed to have accepted the Leasehold Improvements as substantially completed,
except for minor  "punchlist " items. Tenant shall endeavor to provide
landlord with a list of deficiencies in the construction of the Leasehold
Improvements within thirty (30) days after it has taken possession of the
Premises with all Leasehold Improvements substantially completed; provided,
further that nothing herein shall reduce or impair Landlord's Construction
Guaranty set form in Section 3.3 below. After the Commencement Date of this
Lease, Tenant shall, upon request from Landlord, execute and deliver to Landlord
a letter of acceptance of delivery of the Premises, which letter shall describe
any deficiencies with respect to the Leasehold Improvements of which Tenant has
actual knowledge and shall also state the Commencement Date and Expiration Date;
provided, however, that Landlord also confirms to Tenant the Commencement and
Expiration Dates.

Tenant shall be allowed, no earlier than March 25, 2002
(without the requirement to pay Rent), and following two (2) days prior written
notice to Landlord and subject to Landlord's reasonable approval, to store tile
within the Premises provided that (i) Tenant has furnished to Landlord
certificates of insurance evidencing the issuance of insurance as required by
Tenant under Article XV hereof; and (ii) Tenant does not thereby interfere with
the completion of construction of the Leasehold Improvements as a result of such
installations. Tenant does hereby assume all risk of loss or damage to such
machinery, equipment, fixtures and other personal property, and to indemnify,
defend and hold harmless Landlord from any loss or damage to such machinery,
equipment, fixtures and personal property, and all liability, loss or damage
arising from any injury to the property of Landlord, or its contractors,
subcontractors or materialmen, and any death or personal injury to any person or
persons to the extent arising out of such installations. Any such use of the
Premises is also subject to, and Tenant must comply with and observe, all
applicable laws and all other terms and conditions of this Lease. In no event
may Tenant conduct business in the Premises during such early access period.

Section 2.2 Permitted Encumbrances. The Premises are subject
to, and Tenant covenants and agrees to comply with, the easements, restrictions,
reservations and other matters set forth in Exhibit  "B " attached hereto
and made a part hereof (collectively, the  "Permitted Encumbrances ").
Landlord represents to Tenant that none of the Permitted Encumbrances will
materially interfere with or preclude Tenant's occupancy of the Premises for the
Primary Use identified in Article I(f) above.

ARTICLE III

CONSTRUCTION OF LEASEHOLD IMPROVEMENTS

Section 3.1 Design Criteria. Unless otherwise agreed to by
Tenant in its sole and absolute discretion, the  "Leasehold Improvements "
(as defined in Section 3.2 below) shall include (and the plans and specification
for the Leasehold Improvements shall incorporate) the Design Criteria set forth
on Exhibit  "C " attached hereto and made a part hereof.

Section 3.2 Leasehold Improvements. Any improvements to be
made to the Premises are herein referred to as the  "Leasehold Improvements
". Except for any  "Change Cost " (as such term is defined below), Landlord
shall construct the Leasehold Improvements at it sole cost and expense
(including, without limitation, the cost of preparing preliminary and final
plans and specifications. Immediately after the execution hereof, Landlord and
Tenant will cooperate with one another to prepare final plans and specifications
(the  "Plans and Specifications ") for the construction and installation of
the Leasehold Improvements. The Plans and Specifications shall be consistent
with the preliminary plans attached hereto as Exhibit  "D " (subject to the
approval thereof by Landlord and Tenant),and when approved in writing by
Landlord and Tenant, shall be attached to this Lease as Exhibit  "D-l " and
shall become a part hereof. No failure or refusal on the part of Tenant to
approve the Plans and Specifications within a reasonable time after the
execution hereof shall render this Lease void or voidable nor shall it delay the
Commencement Date set forth in Article I(d) hereof. No delay caused by Tenant
during the construction or installation of the Leasehold Improvements shall
delay the Commencement Date of this Lease from what it would have been had such
delay not occurred. Landlord shall not be entitled to claim a delay by Tenant if
Landlord was aware of such delay and did not provide Tenant written notice of
such delay within ten (10) days following the date Landlord became aware
thereof.

All changes in the Leasehold Improvements from that
contemplated by the Plans and Specifications, whether or not such change gives
rise to a  "Change Cost " (as hereinafter defined) must be evidenced by a
written Change Order (so called herein) executed by both Landlord and Tenant. In
that regard, with respect to any Change Order requested by Tenant, Tenant shall
submit to Landlord such information as Landlord may reasonably request. 
After receipt of the requested Change Order, together with such information as
Landlord may request with respect thereto, Landlord shall return to Tenant
either the executed Change Order, which will evidence Landlord's approval
thereof, or Landlord's suggested modifications thereto. If any Change Order
requested by Tenant is not ultimately effected, Tenant will reimburse Landlord
for all out-of-pocket expenses incurred, including but not limited to,
architectural and engineering fees.

For the purposes hereof, the term  "Change Cost " shall
mean all costs and expenses attributable to any Change Order requested by
Tenant, including but not limited to, (i) the cost of any materials or labor,
(ii) any cost caused by the direction to Tenant to omit any item of Leasehold
Improvements, (iii) any additional architectural or engineering services, (iv)
any changes to materials in the process of fabrication, (v) the cancellation or
modification of supply or fabricating contracts, (vi) the removal or alteration
of any of Leasehold Improvements or plans completed or in the process, (vii)
delays affecting the schedule of the Leasehold Improvements or the Commencement
Date and (viii) a construction management fee equal to five percent (5%) of all
Change Costs. Prior to the Commencement Date (or if not determinable at that
time, then, as soon thereafter as possible) the Landlord and Tenant shall have a
final accounting of all Change Costs. If, as a result of such accounting, there
exists a net sum due by Tenant to Landlord, then that amount (together with
interest thereon, at the rate of Chase Manhattan Bank prime plus 2%, accruing
from the date Landlord notifies Tenant of the sum due through and until the date
of the payment thereof to Landlord) shall be paid by Tenant to Landlord within
thirty (30) days following the date such final accounting occurs. Alternatively,
and at Tenant's election to be made, if at all, within thirty (30) days
following the date Landlord notifies Tenant determination of the sums due to
Landlord by Tenant, any sums owing by Tenant to Landlord as a result of Change
Costs may be paid by a reduction in the rental abatement provided in Section 4.1
of this Lease, with the balance to be paid by Tenant in cash; provided, however,
in the event Tenant makes such election, the amount of such reduction shall be
in no less increments than one (1) full month of Rent.  For each such month
that Tenant elects to reduce the abatement of Rent, the Expiration Date shall be
adjusted to be one (1) month earlier.

In case of any disagreement between Landlord and Tenant with
respect to any alleged Tenant Delay, Excused Delay, Change Cost or the scope of
the Leasehold Improvements that cannot be resolved by the parties, the issue
shall be resolved by binding arbitration undertaken on an expedited basis
pursuant to the applicable procedures of the American Arbitration Association.

Section 3.3 Construction Guaranty. Landlord guarantees, for a
period of one (1) year following the Commencement Date, (i) the Leasehold
Improvements against defective workmanship and/or materials or non-compliance
with the final plans and specifications for the Leasehold Improvements and (ii)
that the Common Areas and the Building, including the roof, floors, walls,
doors, dock doors, parking lot and all other mechanical systems are and shall be
in good, operable condition. Landlord agrees, during said one-year period at its
sole cost and expense, to (i) repair or replace any defective item occasioned by
poor workmanship and/or materials or non-compliance with the final plans and
specifications for the Leasehold Improvements and (ii) make all necessary
repairs to keep the Common Areas and the Building, including the roof, floors,
walls, doors, dock doors, parking lot and all other mechanical systems in good,
operable condition. In no event shall Landlord's guarantee herein extend to any
repairs or replacements caused by the acts of omissions of Tenant, or Tenant's
agents, contractors or employees, including failure to maintain and service any
equipment in accordance with manufacturer's specifications or recommendations.
Except as otherwise expressly set forth in this Lease, Landlord's sole and
exclusive obligation with respect to defective workmanship and/or materials, and
Tenant's rights to enforce such one-year guaranty shall be Tenant's sole and
exclusive remedy with respect to such defective workmanship and/or materials in
limitation of any contract, warranty or other rights, whether express or
implied, that Tenant may otherwise have under applicable law. From and after the
expiration of the one year guaranty of Landlord against defective workmanship
and materials, Landlord agrees to cooperate with Tenant in the enforcement by
Tenant, at Tenant's sole cost and expense, of any express warranties or
guaranties of workmanship or materials given by subcontractors or materialmen
that guarantee or warrant against defective workmanship or materials for a
period of time in excess of the one-year period described above and to cooperate
with Tenant in the enforcement by Tenant, at Tenant's sole cost and expense, of
any service contracts that provide service, repair or maintenance to any item
incorporated in the Building for a period of time in excess of such one-year
period.





ARTICLE IV

RENT

Section 4.1 Payment of Rent. In consideration of this Lease,
Tenant promises and agrees to pay Landlord the Basic Rental, without deduction
or set off, except for any set off explicitly provided for herein, for each and
every month of the Lease Term and further promises and agrees to pay all
Additional Rent which becomes due hereunder. The nonpayment of any Additional
Rent or any other sums due by Tenant to Landlord under this Lease shall afford
Landlord all the rights and remedies as are herein provided in the case of
nonpayment of the Basic Rental. Any term or provision of this Lease to the
contrary notwithstanding, the covenant and obligation of Tenant to pay Rent
hereunder shall be independent from any obligations, warranties,
representations, express or implied, if any, of Landlord herein contained.

Tenant's obligation to pay the Basic Rental and any Additional
Rent under Section 4.2, Article V, Section 8.7 and Article XV of this Lease
shall abate for a period commencing on the Commencement Date and continuing
through and until, and including, June 30,2002 (the  "Abatement Period ").

Section 4.2 Periodic Payment of Reimbursable Expenses;
Adjustments. Landlord may estimate in advance the amount of any taxes,
reimbursable maintenance expenses and insurance premiums due from Tenant under
this Lease (the  "Reimbursable Expenses ") for each calendar year during
the Lease Term, and the same shall be payable during each twelve (12) month
period of the Lease Term on the same day as Basic Rental is due hereunder, with
an adjustment to be made between the parties at a later date as hereinafter
provided. As soon as practicable following the end of each calendar year, but no
later than the first day of May, beginning with the end of the first calendar
year, Landlord shall submit to Tenant a statement setting forth the exact amount
of the Reimbursable Expenses for the calendar year just completed. Further,
Landlord shall notify Tenant of the difference, if any, between the actual
amount of the Reimbursable Expenses for the calendar year just completed and the
estimated amount of the Reimbursable Expenses (which was paid in accordance with
this paragraph) for such year. Such statement shall also set forth the amount of
the estimated Reimbursable Expenses for the new calendar year computed in
accordance with the foregoing provisions. To the extent that the actual
Reimbursable Expenses for any period covered by such statement is greater than
the estimated amounts which Tenant previously paid during the calendar year just
completed, Tenant shall pay to Landlord the difference within ten (10) days
following receipt of said statement from Landlord. To the extent that the actual
Reimbursable Expenses for the period covered by the statement is less man the
estimated payment previously paid by Tenant during the calendar year just
completed, Landlord shall credit the difference against the Tenant's estimated
payment of Reimbursable Expenses for the current calendar year and such credit
will be applied to the next payment or payments due from Tenant to Landlord. 
In addition, until Tenant receives such statement, Tenant's payment of the
Reimbursable Expenses for the new calendar year shall continue to be paid at the
rate for the previous calendar year, but Tenant shall commence payment to
Landlord of the quarterly installments of Reimbursable Expenses on the basis of
the new statement beginning on the first installment date following the date
upon which Tenant receives such statement. If the statement reflects a change in
the reimbursement amount, such difference shall be adjusted by increasing or
decreasing the first reimbursement payment after the statement is given in order
to bring the reimbursement amount for the new calendar year current as of such
date.

Landlord shall retain its records relating to the taxes,
insurance and other reimbursable expenses at Landlord's principal office (or
such other office as Landlord may designate in writing to Tenant), and upon
reasonable prior notice to Landlord, Tenant shall have the right to inspect all
of Landlord's records relating to such costs. Appropriate adjustments shall be
made for errors in the computation of such costs revealed by such audit or
inspection. If any audit by Tenant indicates an overcharge in the amount of
Tenant's Share by more than five percent (5%), the reasonable cost of such audit
(up to a maximum of $1,500.00) shall be paid on demand by Landlord to Tenant.
Landlord shall retain said records for at least twenty-four (24) months.

Section 4.3 Rent Adjustment. The Basic Rental installment for
the first month of the Lease Term shall be due and payable by Tenant to Landlord
contemporaneously with the execution hereof, and a like monthly installment
shall be due and payable, without demand, on or before the first day of each
calendar month during the Lease Term. Basic Rental for any fractional month at
the beginning or end of the Lease Term shall be prorated Should a prorated
payment of Basic Rental be owing for a fractional month at the beginning of the
Lease Term, Tenant shall pay such amount to Landlord within ten (10) days
following receipt of Landlord's invoice therefor.  

Section 4.4 [INTENTIONALLY OMITTED]

Section 4.5 Survival of Obligations. Notwithstanding any
expiration or earlier termination of this Lease., Tenant's obligation to pay any
and all Additional Rent and other sums due by Tenant to Landlord under this
Lease shall continue and shall cover all periods up to the date this Lease
expires or is terminated. Tenant's obligation to pay any and all Additional Rent
and other sums under this Lease and Landlord's and Tenant's obligation to make
the adjustments referred to in this Lease shall survive any expiration or
termination of this Lease.

Section 4.6 Delinquent Payments. If any Basic Rental payment
required to be paid or which becomes due under this Lease is not paid by the
tenth (10th) o*ay following the day on which it is due, a service
charge of five percent (5%) of such amounts due shall become due and payable in
addition to the amounts due. Said service charge is for the purpose of
reimbursing Landlord for the extra costs and expenses in connection with the
handling and processing of late payments. In addition to such service charge, if
any Basic Rental payment is not paid by the tenth (10th) day following the day
on which it becomes due, Tenant shall pay to Landlord, in addition to such Basic
Rental payment and the service charge, interest on such Basic Rental payment
calculated at the Maximum Rate from the date such Basic Rental payment was due
until paid by Tenant. If any Additional Rent required to be paid or which
becomes due under this Lease is not paid when due, Tenant shall pay to Landlord,
in addition- to such amounts, interest on such amounts at the Maximum Rate from
the date such amounts were due until paid by Tenant.

  Section 4.7 Independent Obligations. Any term or
provision of this Lease to the contrary notwithstanding, except as explicitly
set forth herein, the covenants and obligations of Tenant to pay Basic Rental
and Additional Rent hereunder snail be independent from any obligations,
warranties or representations, express or implied, if any, of Landlord herein
contained.

ARTICLE V

OTHER ASSESSMENTS

Section 5.1  Payment of Impositions. Tenant covenants and
agrees to pay during the term of this Lease, as Additional Rent within thirty
(30) days of invoice therefor, Tenant's Share of all real estate taxes and
special assessments (all of which are sometimes herein referred to as 
"Impositions "), which at any time during the term, may have been or may be
assessed, levied, confirmed, imposed upon, or become a lien on the Property, or
any portion thereof, or any appurtenance thereto. Tenant shall pay Tenant's
Share of all special (or similar) assessments for public improvements or
benefits which, during the term of this Lease shall be laid, assessed, levied or
imposed upon or become payable or become a lien upon the Property, or any
portion thereof; provided, however, that if by law any special assessment is
payable (without default) or, at the option of Landlord, may be paid (without
default) in installments (whether or not interest shall accrue on the unpaid
balance of such special assessment), Tenant may pay the same, together with any
interest accrued on the unpaid balance of such special assessment in
installments as the same respectively become payable and before any fine,
penalty, interest or cost may be added thereto for the nonpayment of any such
installment and the interest thereon. Landlord represents to Tenant that as of
the date of this Lease, Landlord has no knowledge of and has not received any
written notice of any special assessments payable, levied or assessed with
respect to the Property. Tenant shall pay Tenants Share of all special
assessments or installments thereof (including interest accrued thereon),
whether heretofore or hereafter laid, assessed, levied or imposed upon the
Property, or any portion thereof, which are due and payable during the term of
this Lease.  Landlord shall pay all installments of special assessments
(including interest accrued on the unpaid balance), which are payable prior to
the commencement and after the termination date of the term of this Lease.
Tenant shall pay all real estate taxes, whether heretofore or hereafter levied
or assessed upon the Property, or any portion thereof, which are due and payable
during the term of this Lease. Landlord shall pay all real estate taxes and
special assessments which are payable prior to the commencement of the term of
this Lease. Provisions herein to the contrary notwithstanding, Landlord shall
pay that portion of the real estate taxes and installments of special
assessments due and payable in respect to the Property during the year the term
commences and the year in which the term ends which the number of days in said
year not within the term of this Lease bears to 365, and Tenant shall pay
Tenant's Share of the balance of said real estate taxes and installments of
special assessments during said years.  Notwithstanding anything to the
contrary, Tenant shall not be obligated to pay any assessment arising from or
related to the original construction of the Building and/or development of the
Property. Further, in the event the tax parcel within which the Building is
situated contains undeveloped land, then Landlord shall make a fair and
reasonable adjustment to the real estate taxes so that no undeveloped portion of
land not associated with the Building is included in the real estate taxes being
allocated to the Building.

Section 5.2 Other Impositions. If at any time during the term
of this Lease, the present method of taxation shall be changed so that in lieu
of the whole or any part of any taxes, assessments or governmental charges
levied, assessed or imposed on real estate and the improvements thereon, there
shall be levied, assessed or imposed on Landlord a capital levy or other tax
directly on the Basic Rentals received therefrom and/or a franchise tax
assessment, levy or charge measured by or based, in whole or in part, upon such
Basic Rentals for the present or any future building or buildings on the Land,
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 
"Impositions " for the purposes hereof.

  Section 5.3 Landlord Right to Contest. The Landlord
shall have the right to employ a tax consulting firm to attempt to assure a fair
tax burden on the Premises within the applicable taxing jurisdiction. If
Landlord has not elected to contest any taxes and Tenant has requested, in
writing, that Landlord contest taxes, Landlord shall proceed with such
appropriate proceedings as are commercially reasonable to contest the amount or
validity of the taxes. Tenant shall pay to Landlord, within thirty (30) days of
invoice therefor, as Additional Rent, Tenant's Share of the reasonable cost of
such service.

Section 5.4 Landlord's Covenants. Landlord shall provide
Tenant with a copy of all bills for Impositions promptly upon receipt thereof
and in sufficient time for Tenant to examine same and determine whether Tenant
desires to have Landlord contest the amount or validity of same. Landlord shall
pay all Impositions that are levied or assessed by any lawful authority on the
Premises and Landlord's other real property within the same tax parcel prior to
the date same become overdue and Tenant shall reimburse Landlord for Tenant's
Share thereof as provided for in this Article V. As used in this Article V, the
term  "Tenant's Share " shall mean a fraction, the numerator of which shall
be the gross leaseable area of the square footage of Premises and the
denominator of which shall be equal to the aggregate of the gross leaseable area
of the square footage of all buildings on the tax parcel on which the Building
is located. If Landlord is permitted to pay Impositions in installments, then,
whether or not Landlord elects to pay the Impositions in installments, Tenant's
Share of such Impositions shall be determined based upon the installments which
would have been payable (including interest which would accrue thereon) had the
installment method been elected. Landlord shall use commercially reasonable
efforts to obtain and maintain in effect any available tax abatements,
exemptions, refunds, rebates or credits that may reduce Impositions for the
Premises, and the Impositions for any tax year shall mean such amounts as shall
be finally determined to be the Impositions payable during such tax year less
any abatements, exemptions, refunds, rebates or credits made thereof, plus any
costs and expenses actually incurred by Landlord in achieving or effecting any
abatements, exemptions, refunds, rebates or credits. The parties shall make
appropriate adjustments to previous reimbursements from Tenant to Landlord on
account of any abatements, refunds, rebates or credits immediately following the
determination of the amount of such abatements, refunds, rebates or credits.
Landlord covenants and agrees to pay all Impositions prior to the last date that
the same may be paid without penalty or interest, or if a discount shall be
available for early payment, prior to the last day that such discount is
available. Without cost to Tenant, Landlord shall bear all costs, including
without limitation, interest, penalties, late charges and lost discount amounts,
that are incurred as a result of (i) Landlord's failure to timely pay any
installment of Impositions, or (ii) keep any existing abatement, exemption,
refund, rebate or credit of Impositions in effect.

ARTICLE VI

UTILITIES

Landlord agrees to provide water, gas, sewer, electricity, and
telephone service connections to the Premises; but Tenant shall pay for all
water, gas, heat, light, power, telephone, sewer, fire sprinkler, lawn sprinkler
charges and other utilities and services used on or from the Premises, together
with any taxes, penalties, surcharges or the like pertaining thereto and any
maintenance charges for utilities and shall furnish all electric light bulbs and
tubes. Landlord shall in no event be liable for any interruption or failure of
utility services on the Premises not caused by or attributable to the negligent
acts or omissions of Landlord, its employees, agents, invitees or contractors.
Prior to the Commencement Date, Tenant shall pay for all utilities or services
at the Premises used by it or its agents, employees or contractors. Subject to
the provisions of Section 8.7 and Tenant's responsibility for the payment of
Tenant's Share of Common Area expenses, Landlord agrees to maintain all
utilities and utility lines within the Common Area not maintained by public
utilities, and the expenses relating to such maintenance shall be Common Area
expenses.

ARTICLE VII

USE; COMPLIANCE WITH LAWS

Section 7.1 Permitted Use. Tenant shall use the Premises only
for the Permitted Use (as defined in Article I(f) hereof). Tenant will not
occupy or use the Premises, or permit any portion of the Premises to be occupied
or used, for any business or purpose other than the Permitted Use without
Landlord's prior written consent or for any use or purpose which is unlawful in
part or in whole or deemed to be disreputable in any manner or extrahazardous on
account of fire, nor permit anything to be done which will in any way increase
the rate of fire insurance on the Building or contents; and in the event that,
by reason of acts of Tenant, there shall be any increase in the rate of
insurance on the Building or contents created by Tenant's acts or conduct of
business men such acts of Tenant shall be deemed to be an event of default
hereunder, unless Tenant hereby agrees to pay to Landlord the amount of such
increase on demand and acceptance of such payment shall not constitute a waiver
of any of Landlord's other rights provided herein. Tenant will conduct its
business and control its agents, employees and invitees in such a manner as not
to create any nuisance, nor interfere with, annoy or disturb other tenants or
Landlord in management of the project of which the Premises form a part Landlord
agrees to include a provision substantially similar to the preceding sentence
within other tenant leases respecting the Building. Tenant will maintain the
Premises in a clean, healthful and safe condition and will comply with all laws,
ordinances, orders, rules and regulations (state, federal, municipal and other
agencies or bodies having any jurisdiction thereof) as provided for in Section
7.3 below. Tenant will not, without the prior written consent of Landlord,
paint, install lighting or decoration, or install any signs, window or door
lettering or advertising media of any type on or about the Premises or any part
(hereof. Should Landlord agree in writing to any of the items in the preceding
sentence, Tenant will maintain such permitted item in good condition and repair
at all times. Outside storage, including but not limited to trucks or other
vehicles, is also prohibited without Landlord's prior written consent.

Section 7.2 Hazardous Materials.

(a)          As
used in this Lease, the term  "Hazardous Material " means any flammable
items, explosives, radioactive materials, hazardous or toxic substances,
material or waste or related materials, including any substances defined as or
included in the definition of  "hazardous substances ",  "hazardous
wastes ",  "infectious wastes ",  "hazardous materials " or 
"toxic substances " now or subsequently regulated under any applicable federal,
state or local laws or regulations including, without limitation, oil,
petroleum-based products, paints, solvents, lead, cyanide, DDT> printing inks,
acids, pesticides, ammonia compounds and other chemical products, asbestos, PCBs
and similar compounds, and including any different products and materials which
are subsequently found to have adverse effects on the environment or the health
and safety of persons.

(b)          As used in this
Lease, the term  "Hazardous Materials Laws " shall mean all federal, state
and local laws, ordinances and regulations relating to industrial hygiene,
environmental protection or the use, analysis, generation, manufacture, storage,
presence, disposal or transportation of any Hazardous Materials.





(c)         
Tenant shall not cause or permit any Hazardous Material to be generated,
produced, brought upon, used, stored, treated or disposed of in or about the
Premises or the Property, by Tenant, its agents, employees, licensees, invitees,
business associates, sublessees, assigns, contractors, subcontractors or others
acting for or on behalf of Tenant (collectively,  "Tenant Related Party ")
without the prior written consent of Landlord. Landlord shall be entitled to
take into account such other factors or facts as Landlord may in its good faith
business judgment determine to be relevant in determining whether to grant,
condition or withhold consent to Tenant's proposed activity with respect to
Hazardous Material.    Landlord acknowledges that incidental to
Tenant's business operations, Tenant plans to store carpet and adhesives which
may contain Hazardous Materials, office supplies, cleaning materials and other
similar substances of the type and quantities typically associated with the
operation and maintenance of a warehouse operation (the  "Permitted
Substances ").  Tenant may store and utilize the Permitted Substances as
long as Tenant complies with all Hazardous Materials Laws and obtains all
permits and approvals relating to the use, treatment and disposal thereof and
(except for office supplies, cleaning materials and similar substances) so long
as all such Permitted Substances remain, at all times, in their original
container and are not used for any purposes in or about the Premises or the
Property. Tenant shall indemnify, defend and hold Landlord and each of
Landlord's partners, shareholders, officers, directors, employees, agents,
attorneys, investment advisors, portfolio managers, trustees, ancillary
trustees, and their affiliates, successors and assigns and their respective
partners, shareholders, officers, directors and employees (collectively,  "Indemnitees
") free and harmless from any and all actions (including, without limitation,
remedial or enforcement actions of any kind, administrative or judicial
proceedings, and orders or judgments arising out of or resulting therefrom),
costs, claims, damages (including, without limitation, punitive damages),
expenses (including, without limitation, attorneys', consultants' and experts'
fees, court costs and amounts paid in settlement of any claims or actions),
fines, forfeitures or other civil, administrative or criminal penalties,
injunctive or other relief (whether or not based upon personal injury, property
damage, contamination of, or adverse effects upon, the environment, water tables
or natural resources), liabilities or losses (economic or other) (collectively,
the  "Claims ") arising from a breach of this prohibition by Tenant or any
Tenant Related Party or arising from the use, storage, treatment or disposal of
any Permitted Substances. In no event, however, shall Landlord be required to
consent to the installation or use of any storage tanks in, on or under the
Premises or the Property.   If Landlord consents to the generation,
production, use, storage, treatment or disposal of Hazardous Materials
(including, but not limited to the Permitted Substances) in or about the
Premises by Tenant or any Tenant Related Party, men, in addition to any other
requirements or conditions that Landlord may impose in connection with such
consent, (1) Tenant promptly shall deliver to Landlord copies of all permits,
approvals, filings, reports and hazardous waste manifests reflecting the legal
and proper generation, production, use, storage, treatment or disposal of all
Hazardous Materials generated, used, stored, treated or removed from the
Premises and the Property and, upon Landlord's request, copies of all hazardous
waste manifests relating (hereto, and (2) upon expiration or earlier termination
of this Lease, Tenant shall cause all Hazardous Materials arising out of or
related to the use or occupancy of the Premises and the Property by Tenant or
any Tenant Related Party to be removed from the Premises and transported for
use, storage or disposal in accordance with all applicable laws, regulations and
ordinances, and Tenant shall provide Landlord with evidence reasonably
satisfactory to Landlord of compliance with all applicable laws, regulations and
ordinances.

(d)          In
the event that Hazardous Materials are discovered upon, in, or under the
Premises, and the applicable governmental agency or entity having jurisdiction
over the Premises requires the removal of such Hazardous Materials, Tenant shall
be responsible for removing those Hazardous Materials arising out of or related
to the use or occupancy of the Premises by Tenant or any Tenant Related Party. 
Landlord warrants and represents to Tenant that, to Landlord's actual knowledge,
no Hazardous Materials are located on, in or under the Property that would
interfere with Tenant's use or occupancy of the Premises or would cause Tenant
any liability, cost or expense.   Notwithstanding the foregoing,
Tenant shall not take any remedial action in or about the Premises or the
Property, nor enter into any settlement agreement, consent decree or other
compromise with respect to any claims relating to any Hazardous Material in any
way connected with the Premises or the Property without first notifying Landlord
of Tenant's intention to do so and affording Landlord the opportunity to appear,
intervene or otherwise appropriately assert and protect Landlord's interest with
respect thereto. Tenant immediately shall notify Landlord in writing of: (1) any
spill, release, discharge or disposal of any Hazardous Material in, on or under
the Premises or the Property or any portion thereof, (2) any enforcement,
cleanup, removal or other governmental or regulatory action instituted,
contemplated or threatened pursuant to any Hazardous Materials Laws; (3) any
claim made or threatened by any person against Tenant or the Premises or the
Property relating to damage, contribution, cost recovery, compensation, loss or
injury resulting from or claimed to result from any Hazardous Materials; and (4)
any reports made to any environmental agency arising out of or in connection
with any Hazardous Materials in, on or removed from the Premises or the
Property, including any complaints, notices, warnings, reports or asserted
violations in connection therewith.   Tenant also shall supply to
Landlord as promptly as possible, and in any event within five (5) business days
after Tenant first receives or sends the same, copies of all claims, reports,
complaints, notices, warnings or asserted violations relating in any way to the
Premises, me Property or Tenant's use thereof.

(e)                
In the event (i) Hazardous Materials are discovered upon, in or under the
Premises or the Property and (ii) Landlord has been given written notice of the
discovery of such Hazardous Materials, then and in that event Landlord may
voluntarily, but shall not be obligated to (unless the existence of such
Hazardous Materials has resulted from the acts of Landlord), take all necessary
action to bring the Premises and the Property into compliance with Hazardous
Materials Laws at Landlord's sole cost ( "Landlord's Remediation Activities ").  
Tenant agrees not to interfere unreasonably with Landlord's Remediation
Activities, and should Landlord elect to pursue Landlord's Remediation
Activities, Landlord agrees to perform such activities so as not to interfere
unreasonably with Tenant's occupancy and operations of the Premises. 

(f)                 
(f)         The respective rights and
obligations of Landlord and Tenant under this Section 7.2 shall survive the
expiration or earlier termination of this Lease.

Section 7.3    Compliance with Laws and
Ordinances. Tenant shall, throughout the term of this Lease, and at Tenant's
sole cost and expense, promptly comply or cause compliance with or remove or
cure any violation of any and all present and future laws, ordinances, orders,
rules, regulations and requirements of all federal, state, municipal and other
governmental bodies having jurisdiction over the Premises and the appropriate
departments, commissions, boards and officers thereof, and the orders, rules and
regulations of any other body now or hereafter constituted exercising lawful or
valid authority over the Premises, or any portion thereof, or the sidewalks,
curbs, roadways, alleys, entrances or railroad track facilities adjacent or
appurtenant thereto, or exercising authority with respect to the use or manner
of use of the Premises, or such adjacent or appurtenant facilities, and whether
the compliance, curing or removal of any such violation and the costs and
expenses necessitated thereby shall have been foreseen or unforeseen, ordinary
or extraordinary, and whether or not the same shall be presently within the
contemplation of Landlord or Tenant or shall involve any change of governmental
policy, or require structural or extraordinary repairs, alterations or additions
by Tenant and irrespective of the costs thereof. Landlord represents to Tenant
that as of the date of this Lease, Landlord has received no notice of the
Property or any portion thereof failing to comply with any applicable laws,
ordinances, orders, rules, regulations or requirements of any federal, state,
municipal and other governmental bodies having jurisdiction over the Premises
(collectively,  "Governmental Requirements "). Notwithstanding anything
herein to the contrary, Tenant shall have no obligation to comply with or pay or
contribute to the cost of any compliance with (i) any future Governmental
Requirements that would require any alterations to the structure or foundation
of the Building and which apply generally to all occupants of buildings and are
not specifically occasioned by Tenant's Permitted Use (as opposed to the general
use of the Premises by any lessee); provided, however, that, if any alteration
to the Building is required to comply with Tenant's particular use of the
Premises, then Tenant shall be responsible for such compliance and (ii) any
Governmental Requirements in effect and as interpreted as of the Commencement
Date regarding the Leasehold Improvements; the Premises, the Building and the
Common Areas (specifically excluding, however, ongoing routine maintenance
thereof which is otherwise addressed in this Lease; any work done by Tenant or
on Tenant's behalf other than by Landlord; and the day to day operation of
Tenant's business within the Premises). As to any law, regulation or ordinance
the compliance of which is Tenant's responsibility under this Section 7.3,
Tenant shall have the right to contest the application or enforcement thereof so
long as such contest is conducted in good faith and at no cost or expense to
Landlord and would not result in any liability to Landlord.

Section 7.4    Compliance with Permitted
Encumbrances. Tenant, at its sole cost and expense, shall comply with all
agreements, contracts, easements, restrictions, reservations or covenants, if
any, set form in Exhibit  "B " attached, or hereafter created by Tenant or
consented to, in writing, by Tenant or requested, in writing, by Tenant. Tenant
shall also comply with, observe and perform all provisions and requirements of
all policies of insurance at any time in force with respect to the Premises and
required to be obtained and maintained under the terms of Article XV hereof.

ARTICLE VIII

REPAIRS AND MAINTENANCE

Section 8.1 By Landlord. Landlord shall at its expense
maintain (except in the event of casualty or other damage contemplated in
Article XVI hereof, in which event the terms of that Article will control) only
the roof, foundation and the structural soundness of the exterior walls of the
Building (excluding all windows, window glass, plate glass, and all doors) in
good repair and condition, except for reasonable wear and tear. Tenant shall
give prompt written notice to Landlord of the need for repairs or corrections
and Landlord shall proceed within a reasonable time after receiving such notice
to make such repairs or corrections. Except as otherwise expressly provided in
Article XXXI hereof, Landlord's liability hereunder shall be limited to the cost
of such repairs or corrections. Tenant shall repair and pay for any damage
caused by the negligence or default hereunder of or by Tenant, its employees,
agents or invitees; the cost of any such damage which is paid by Landlord shall
be deemed Additional Rent which is immediately due and owing from Tenant within
ten (10) days after written demand therefor by Landlord.

Section 8.2 By Tenant. Tenant shall at its own cost and
expense keep and maintain all parts of the Premises (except those for which
Landlord is expressly responsible under the terms of this Lease) in good
condition, reasonable wear and tear excepted, promptly making all necessary
repairs and replacements, including but not limited to, windows, glass and plate
glass, doors, and special office entries, interior walls and finish work, floors
and floor coverings (other than normal wear and tear), downspouts, gutters,
heating, air conditioning and ventilation systems, dock boards, truck doors,
dock bumpers, plumbing work and fixtures, pest extermination, regular removal of
trash and debris, keeping die whole of the Premises in a clean and sanitary
condition. Tenant shall not be obligated to repair any damage caused by fire,
tornado or other casualty covered by the insurance to be maintained by Landlord
pursuant to the provisions of this Lease, except mat Tenant shall be obligated
to repair all wind damage to glass not covered by the insurance Landlord is
required to maintain hereunder (or actually covered by any of Landlord's
insurance) except with respect to tornado or hurricane damage and with respect
to any damage required to be covered by Landlord's insurance, as provided for in
Article XV below, or is actually covered by insurance carried by Landlord.





Section 8.3 Prohibition Against Waste. Tenant shall not do or
suffer any waste or damage,

disfigurement or injury to the Premises, or any improvements
hereafter erected thereon, or to the fixtures or equipment therein, or permit or
suffer any overloading of die floors or other use of the Building or the
Premises that would place an undue stress on the same or any portion thereof
beyond that for which the same was designed.

  Section 8.4 Landlord's Right to Effect Repairs. If
Tenant should fail to perform any of its obligations under this Article VIII,
then Landlord may, if it so elects, in addition to any other remedies provided
herein, effect such repairs and maintenance. Any sums expended by Landlord in
effecting such repairs and maintenance shall be due and payable, on demand,
together with interest thereon at the Maximum Rate from the date of each such
expenditure by Landlord to the date of repayment by Tenant prior to effecting
such repairs on behalf of Tenant, Landlord shall provide Tenant with the
opportunity to cure provided for hi subparagraph (b) of Article XX (except,
however, in case of emergencies or in order to mitigate Landlord's damages, in
which case, such notice as is reasonable shall be given).

Section 8.5 Misuse or Neglect. Tenant shall be responsible for
all repairs to the Building which are made necessary by any misuse or neglect
by: (i) Tenant or any of its officers, agents, employees, contractors,
licensees, or subtenants; or (ii) any visitors, patrons, guests, or invitees of
Tenant or its subtenant while in or upon the Premises.  Landlord shall be
responsible for all repairs to the Building arising after the Commencement Date
caused by the negligence or default hereunder of or by Landlord or any of its
employees or agents.

Section 8.6 Maintenance/Service Contracts. Tenant shall, at
its own cost and expense, enter into a regularly scheduled preventive
maintenance/service contract with a reputable maintenance contractor for
servicing all heating, ventilation and air conditioning systems within or
serving the Premises. The service contract must include all services suggested
by the equipment manufacturer within the operation/maintenance manual and must
become effective (and a copy thereof delivered to Landlord) within thirty (30)
days of die date Tenant takes possession of the Premises.

Section 8.7 Common Area.

(a)         
Landlord hereby grants to Tenant for the term of this Lease (including all
extensions and renewals thereof) the non-exclusive easement and right to use the
Common Areas in common with Landlord and the other tenants of the Property for
parking, ingress and egress, loading and unloading and other Common Area
purposes.    Landlord shall be responsible for the operation,
maintenance and management of the Common Area and the facilities located
therein, the manner of maintenance and the expenditures therefor to be in the
discretion of Landlord, but shall in all events keep the Common Areas in good
condition and repair so as not to materially interfere with Tenant's use and
occupancy of the Premises for its Permitted Use.   In this regard,
Landlord shall perform or have performed the paving (including striping and
bumpers), landscape maintenance, landscape replacement, exterior painting,
maintenance of exterior lighting fixtures, maintenance of tenant directories and
the maintenance of the irrigation systems and common sewerage line plumbing.

(b)         
Tenant shall be liable to Landlord for Tenant's Share of all the costs and
expenses relating to the maintenance and operation of the Common Area, including
but not limited to, the cost for mowing of grass; care of shrubs; landscape
replacement; general landscaping; maintenance of parking areas, parking lot
improvements, driveways and alleys; exterior repainting, maintenance of the
exterior lighting fixtures; maintenance of tenant directories; the maintenance
of the irrigation systems and common sewerage line plumbing; the cost of
insurance and a management fee (the  "Management Fee ") equal to one and
one-half percent (1.5%) of the Basic Rental under this Lease. Additionally
included within the costs and expenses relating to the operation and maintenance
of the Common Area are any costs incurred hi complying with or removing or
curing any violation of all present and future laws, ordinances, orders, rules,
regulations and requirements of all federal, state, municipal and other
governmental bodies having jurisdiction over the Property or any portion
thereof. Following calendar year 2003, Tenant's Share of  "controllable
Common Area expenses " shall not be increased by more than five percent (5%)
over Tenant's Share of  "controllable Common Area expenses " for the
previous calendar year. For the purposes hereof, the term  "controllable
Common Area expenses " shall be limited to those expenses relating to the Common
Area which are within the direct control and discretion of Landlord, but shall
not include, without limitation, utility charges, insurance premiums,
Impositions, the cost of effecting compliance with any applicable laws and the
Management Fee. If Tenant is identified as being responsible for any damage to
the Common Area or any facilities located therein (including, without limitation
obstructions or stoppage of the common sanitary sewerage line), then Tenant
shall pay the entire cost of repairing same upon demand by Landlord. Tenant's
Share of all Common Area costs and expenses shall be payable by Tenant to
Landlord within ten (10) days after a statement of actual expenses is presented
to Tenant, and shall be subject to periodic estimated payments as provided in
Section 4.2 hereof.

Common Area costs and expenses to be shared by Tenant shall
not include (i) expenses incurred in leasing space, such as legal expense,
brokerage commissions or advertising or promotional expenses, (ii) interest and
amortization under mortgages or any other secured or unsecured loan payable by
Landlord, (iii) expenses separately reimbursed by any other tenants of the
Property other than pursuant to the proportionate Common Area costs and expenses
provisions in their respective leases, (iv) financing and refinancing costs,
including fees paid by Landlord to obtain financing or refinancing such as
origination fees and brokerage commissions, (v) non-cash depreciation, (vi)
costs incurred in connection with the enforcement of leases, including
attorneys' fees or other costs and expenses incurred in connection with summary
proceedings to dispossess any other tenant, (vii) costs for repaving and
restriping of the entirety of the parking area to the extent such costs exceed
the reasonable costs for such paving and striping, but Common Area costs and
expenses may include repaving and restriping performed not more often than once
every ten (10) years for paving and more often than once every four (4) years
for striping, and shall also include any patching or repairs of paved areas,
(viii) any expenses associated with any special requirements of a particular
tenant in connection with the Common Areas or the maintenance thereof, (ix) any
insurance premium increase caused by the use of its premises by Landlord or any
tenant other than Tenant or any such increase in premium attributable to vacant
space and (x) costs incurred by Landlord to modify and/or expand the Common Area
in connection with the construction of the Adjacent Building.

(c)         
Landlord or such other person as Landlord may appoint shall have the exclusive
control and management of the Common Area and shall have the right, from time to
time, to establish, modify, amend and enforce reasonable rules and regulations
with respect thereto. Tenant agrees to abide by and conform to all such rules
and regulations and to cause its employees, suppliers, shippers, customers and
invitees to so abide and conform. Landlord shall not be responsible to Tenant
for the non-compliance with said rules and regulations by any other tenants
within the Building. Notwithstanding anything herein to the contrary, no rule or
regulation not contained herein or attached as an exhibit hereto shall be
binding upon Tenant unless same is reasonable in nature, does not unreasonably
interfere with Tenant's use of the Premises for the Permitted Use, is applicable
to all other tenants and occupants of the Property and is administered by
Landlord in a reasonable manner for the beneficial operation of the Property by
all tenants thereof.

(d)         
Under no circumstances shall the Tenant have the right to store any property,
temporarily or permanently, within the Common Area. Any such storage shall be
permitted only with the prior written consent by Landlord or Landlord's
designated agent, which consent may be revoked at any time.  In the event
that any unauthorized storage shall occur, then Landlord shall have the right,
with the notice provided for in subparagraph (b) of Article XX (or earlier in
the case of emergencies or to mitigate Landlord's damages), in addition to such
other rights and remedies that it may have, to remove the property and charge
the cost to Tenant, which cost shall be immediately payable within ten (10) days
after invoice therefor by Landlord.

(e)         
Landlord shall have the right, at Landlord's sole discretion and from time to
time to (i) make changes to the Common Area, including, without limitation,
changes in the location, size, shape and number of driveways, entrances, parking
spaces, parking areas, loading and unloading areas, ingress, egress, direction
of traffic, landscaped areas and walkways; (ii) close temporarily any portion of
the Common Area for maintenance purposes so long as reasonable access to the
Premises remains available; (iii) designate other land outside the boundaries of
the Property to be a part of the Common Area; (iv) add additional buildings and
improvements to the Common Area; (v) use the Common Area while engaged in making
additional improvements or alterations to the Building, the Property, or any
portions thereof; and (vi) do and perform such other acts and make such other
changes in, to or with respect to the Common Area and the Property as Landlord
may, in its discretion, deem to be appropriate, as long as none of the foregoing
materially and unreasonably interferes with Tenant's use of the Premises or
Common Areas as to parking, access or loading, unloading or shipping articles
contained in the Premises.   Additionally, no material change to the
Common Areas shall be made that would materially affect Tenant without Tenant's
prior written consent, such consent not to be unreasonably withheld or delayed
and which consent shall be deemed granted unless expressly denied in writing
within thirty (30) days following Landlord's request therefor.

ARTICLE IX

ALTERATIONS AND IMPROVEMENTS

At the expiration or earlier termination of this Lease, Tenant
shall deliver up the Premises with all improvements located thereon (including
all mechanical, plumbing and HVAC systems) in good repair and condition,
reasonable wear and tear excepted and also excepting any casualty to the extent
Landlord is adequately and sufficiently compensated therefor by means of
available insurance proceeds, and shall deliver to Landlord all keys to the
Premises. Tenant shall also remove all trash and debris from the Premises and
leave same in a  "broom clean " condition. The cost and expense repairs
necessary to restore the condition of the Premises to the condition in which
they are to be delivered to Landlord according to the immediately preceding
sentence shall be borne by Tenant. Tenant will not make or allow to be made any
alterations or physical additions in or to the Premises without the prior
written consent of Landlord, which consent shall not be unreasonably withheld as
to interior, cosmetic, non-structural alterations. All alterations, additions or
improvements (whether temporary or permanent in character) made in or upon the
Premises, either by Landlord or Tenant, shall be Landlord's property on
expiration or earlier termination of this Lease and shall remain on the Premises
without compensation to Tenant. All furniture, movable trade fixtures and
equipment installed by Tenant may be removed by Tenant at me expiration or
earlier termination of this Lease if Tenant so elects, and shall be so removed
if required by Landlord, or if not so removed shall, at the option of Landlord,
become the property of Landlord. All such installations, removals and
restoration shall be accomplished in a good, workmanlike manner so as not to
damage the Premises or the primary structure or structural qualities of the
Building, the other improvements or the plumbing, electrical lines or other
utilities.





ARTICLE X

INDEPENDENT OBLIGATIONS

All Basic Rental and Additional Rent shall be paid by Tenant
to Landlord without abatement, deduction, diminution, deferment, suspension,
reduction or setoff, except as otherwise explicitly provided for herein, and the
obligations of Tenant shall not be affected by reason of damage to or
destruction of the Premises from whatever cause; nor shall the obligations of
Tenant be affected by reason of any condemnation, eminent domain or like takings
(except as provided in Articles XVI and XVH hereof). It is the further express
intent of Landlord and Tenant that (a) the obligations of Landlord and Tenant
hereunder shall be separate and independent covenants and agreements and that
the Basic Rental and Additional Rent, and all other charges and sums payable by
Tenant hereunder, shall commence at the times provided herein and shall continue
to be payable in all events unless the obligations to pay the same shall be
terminated or modified pursuant to an express provision in this Lease; (b) all
Impositions, insurance premiums, utility expense, repair and maintenance expense
(except as expressly stated to be otherwise herein), and all other costs, fees,
interest, charges, expenses, reimbursements and obligations of every kind and
nature whatsoever relating to the Premises, or any portion thereof; which Tenant
has agreed to pay pursuant to this Lease during the term of this Lease, or any
extension or renewal thereof, shall be paid or discharged by Tenant as
Additional Rent.

ARTICLE XI

ASSIGNMENT AND SUBLETTING

Tenant shall not assign this Lease, or allow it to be
assigned, in whole or in part, by operation of law or otherwise or mortgage or
pledge the same, or sublet the Premises, or any part thereof, without the prior
written consent of Landlord and in no event shall any such assignment or
sublease ever release Tenant from any obligation or liability hereunder. No
assignee or sublessee of the Premises or any portion thereof may assign or
sublet the Premises or any portion thereof.

If the Tenant desires to assign or sublet all or any part of
the Premises, it shall so notify Landlord at least thirty (30) days in advance
of the date on which Tenant desires to make such assignment or sublease. Tenant
shall provide Landlord with a copy of the proposed assignment or sublease, and
such information as Landlord might request concerning the proposed assignee or
subtenants) to allow Landlord to make informed judgments as to the financial
condition, reputation, operations and general desirability of the proposed
assignee or subtenants).  Landlord shall request said information no later
than fifteen (15) days after it has received Tenant's proposed assignment or
sublease. Within fifteen (15) days after Landlord's actual receipt of Tenant's
proposed assignment or sublease, and all required information concerning the
proposed assignee or subtenants), Landlord shall have the option to:

(a)          Consent to the proposed assignment or
sublease; or

(b)         
Withhold (but not unreasonably) its consent to the proposed assignment or
sublease, but allow Tenant to continue in the search for an assignee or
sublessee mat may be acceptable to Landlord.  Notwithstanding any permitted
assignment or subletting, Tenant shall at all times remain directly, primarily
and fully responsible and liable for the payment of the Rent herein specified
and for compliance with all of its other obligations under the terms, provisions
and covenants of this Lease. Upon the occurrence of an  "event of default "
as hereinafter defined, if the Premises or any part thereof are then assigned or
sublet, Landlord, in addition to any other remedies herein provided, or provided
by law, may at its option collect directly from such assignee or subtenant all
rents becoming due to Tenant under such assignment or sublease and apply such
rents against any sums due to Landlord from Tenant hereunder, and no such
collection shall be construed to constitute a novation or a release of Tenant
from the further performance of Tenant's obligations hereunder. In the event of
the transfer and assignment by Landlord of its interest in this Lease and the
Premises, and the assumption of Landlord's future obligations hereunder by the
transferee, Landlord shall thereby be released from any further obligations
hereunder, and Tenant agrees to look solely to such successor in interest of the
Landlord for performance of such obligations occurring after the date of such
transfer.

If Landlord consents to Tenant assigning its interest under
this Lease or subletting all or any portion of the Premises, Tenant shall pay to
Landlord (in addition to the Basic Rental and all other amounts payable by
Tenant under this Lease) fifty percent (50%) of all  "Net Profit " (as
hereinafter defined) within ten (10) days following receipt thereof by Tenant.
For the purpose hereof, the term  "Net Profit " shall mean the total
consideration received by Tenant from an assignee or sublessee (including any
bonus payments and payments for operating expenses) incidental to an assignment
or sublease less the actual costs incurred by Tenant in performing alterations
or leasehold improvement for the assignee or sublessee, Tenant's legal fees and
all leasing commissions paid by Tenant incidental to such assignment or
sublease. In no event will the Basic Rental be reduced as a result of the sum of
all assignment and sublease rents and consideration being less man the Basic
Rental. Said additional amount shall be paid to Landlord immediately upon
receipt by Tenant of such rent or other considerations from the assignee or
subtenant.

Notwithstanding anything in this Lease to the contrary, no
consents from Landlord shall be required with respect to an assignment of this
Lease or a sublease of all or any portion of the Premises to any party that
controls, is controlled by or is under common control with Tenant or any
guarantor of this Lease or an Assignment of this Lease incidental to the sale of
all or substantially all of Aladdin Manufacturing Corporation's assets in the
State of Texas; provided, however, that any assignee assumes the obligations of
Tenant relating to this Lease. Tenant shall promptly provide Landlord with
written notice of such assignment or subletting.

ARTICLE XII

LIABILITY

Landlord shall not be liable to Tenant or Tenant's employees,
agents, patrons or visitors, or to any other person whomsoever, for any injury
to person or damage to property on or about the Premises, resulting from and/or
caused in part or whole by the negligence or misconduct of Tenant, its agents,
servants or employees, or of any other person entering upon the Premises, or
caused by the Building or other improvements becoming out of repair, or caused
by leakage of gas, oil, water or steam or by electricity emanating from the
Premises, or due to any cause whatsoever, except injury to persons or damage to
property the sole cause of which is the negligence or willful misconduct of
Landlord, and Tenant hereby covenants and agrees that it will at all times
indemnify and hold safe and harmless the Premises, the Landlord, Landlord's
agents and employees from any loss, liability, claims, suits, costs, expenses,
including without limitation attorney's fees and damages, both real and alleged,
arising out of any such damage or injury or out of breach or default by Tenant
hereunder. The provisions of this paragraph shall survive the expiration or
earlier termination of this Lease. Landlord agrees to indemnify and hold Tenant
harmless from and against any and all liabilities, costs, expenses, claims,
damages or causes of action for damages (including without limitation reasonable
attorneys' fees and other costs of legal representation) arising from or
attributable to Landlord's gross negligence or willful misconduct or Landlord's
breach or default of its obligations under this Lease following the expiration
of the applicable period for the cure thereof.

ARTICLE XIII

MORTGAGES

Tenant accepts this Lease subject to .any deeds of trust,
security interests or mortgages which might now or hereafter constitute a lien
upon the Premises and to deed restrictions, zoning ordinances and other building
and fire ordinances and governmental regulations relating to the use of the
Premises. Tenant shall at any time hereafter, on demand, execute any
instruments, releases or other documents that may be reasonably required by any
mortgagee for the purpose of subjecting and subordinating this Lease to the lien
of any such deed of trust, security interest or mortgage. Tenant agrees to
attorn to any mortgagee, trustee under a deed of trust or purchaser at a
foreclosure sale or trustee's sale as Landlord under this Lease. With respect to
any deed of trust, security interest or mortgage hereafter constituting a lien
on the Premises, Landlord, at its sole option, shall have the right to waive the
applicability of this paragraph so that this Lease will not be subject and
subordinate to any such deed of trust, security interest or mortgage. Tenant
shall upon request by Landlord, execute and deliver from time to time, one or
more instruments certifying that this Lease is hi full force and unmodified (or
if modified stating the date and nature of each modification), the date through
which the Basic Rental has been paid, the unexpired term of this Lease, and such
other matters pertaining to this Lease as may be requested by Landlord.
Notwithstanding the foregoing, this Lease shall not be subordinate to mortgages
or deeds or trust hereafter arising unless and until Landlord has provided
Tenant with an agreement (herein,  "Non-Disturbance Agreement ") from the
holder of such hen confirming that so long as Tenant is not in default in the
performance of any covenants, conditions, terms or provisions of this Lease,
Tenant's right of occupancy under this Lease shall not be disturbed. Landlord
shall provide Tenant with a Non-Disturbance Agreement for any mortgage now
affecting the Premises prior to the Commencement Date.

ARTICLE XIV

INSPECTION

Landlord and Landlord's agents and representatives shall have
the right to enter upon and inspect the Premises at any reasonable time during
business hours, for the purpose of ascertaining the condition of the Premises or
in order to make such repairs as may be required or permitted to be made by
Landlord, and Landlord's agents and representatives shall have the right to
enter upon the Premises at any reasonable time during business hours for the
purpose of showing the Premises and shall have the right to erect on the
Premises a suitable sign indicating the Premises are available for lease or for
sale.

ARTICLE XV

INSURANCE; WAIVER OF SUBROGATION

Landlord agrees to maintain an  "all risk " insurance
policy covering the Building in an amount equal to the  "replacement cost "
thereof, insuring against the perils of fire, lightning, vandalism, malicious
mischief and loss of rent and all other risks of direct physical loss. Subject
to the provisions of this Lease, such insurance for the Building shall be for
the sole benefit of Landlord and under its sole control. Tenant agrees to pay to
Landlord, as Additional Rent, Tenant's Share of Landlord's cost of maintaining
such insurance, together with such other insurance as Landlord deems reasonable
and prudent. Said payments shall be made to Landlord immediately upon
presentation to Tenant of Landlord's statement setting forth the amount due,
which statement shall be accompanied by a copy of the premium notice received by
Landlord. In the event any such amount is not paid within twenty (20) days after
the presentation to Tenant of the amount so due, the unpaid amount shall bear
interest at the Maximum Rate from the date of such presentation until paid by
Tenant Any payment to be made pursuant to this paragraph with respect to the
year in which this Lease commences, expires or otherwise terminates shall bear
the same ratio to the payment which would be required to be made for the full
year as the part of such year covered by the term of this Lease bears to a full
year.

 Tenant shall procure and maintain throughout the term of this
Lease a policy or policies of general commercial liability insurance, at its
sole cost and expense, naming as additional insureds Landlord, and Landlord's
managing agent and Tenant against all claims, demands or actions arising out of
or in connection with: (i) the Premises; (ii) the condition of the Premises;
(iii) Tenant's operations in and maintenance and use of the Premises; and (iv)
Tenant's liability assumed under this Lease, the limits of such policy or
policies to be in the amount of not less than $2,000,000.00 combined single
limited/aggregate coverage. All such policies shall be procured by Tenant from
responsible insurance companies satisfactory to Landlord, and any such coverage
shall be deemed primary and non-contributory to any liability coverage secured
by Landlord. Certificates evidencing such coverage, together with receipts
evidencing payment of premiums therefor, shall be delivered to Landlord prior to
the Commencement Date of this Lease. Not less than fifteen (15) days prior to
the expiration date of such coverage, certificates evidencing the renewal
thereof shall be delivered to Landlord. Such certificates shall further provide
that not less than thirty (30) days written notice shall be given to Landlord
before such coverage may be canceled or changed.

  Anything in this Lease to the contrary notwithstanding,
the parties hereto waive any and all rights of recovery, claim, action or cause
of action against each other, their agents, partners, officers, and employees,
for any loss or damage that may occur to the Premises hereby demised, or any
improvements thereto, or the Building, or any improvements thereto, by reason of
fire, the elements, or any other cause which could be insured against under the
terms of  "all-risk " insurance policies, regardless of cause or origin,
including negligence of the parties hereto, their agents, partners, officers,
and employees. Each party shall cause any policy of insurance carried by it to
include a waiver of subrogation in favor of the other party affecting the waiver
of claims set forth in the immediately preceding sentence.

ARTICLE XVI

DESTRUCTION AND RESTORATION

If the Building should be damaged or destroyed by fire,
tornado or other casualty, Tenant shall give prompt written notice thereof to
Landlord.

If the Building should be totally destroyed by fire, tornado
or other casualty, or if it should be so damaged thereby that rebuilding or
repairs cannot in Landlord's estimation be completed within one hundred eighty
(180) days after the date upon which Landlord is notified by Tenant 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. Landlord shall notify Tenant in writing within forty-five (45) days
after such damage or destruction, whether Landlord shall rebuild the Building
within one hundred eighty (180) days. If Landlord does not so notify Tenant,
Tenant shall be at liberty to terminate this Lease by written notice to Landlord
given after said forty-five (45) day period but prior to the date that Landlord
has notified Tenant that it shall rebuild the Premises.

  If the Building should be damaged by any peril covered
by the insurance to be provided by Landlord pursuant to the provisions of this
paragraph, but only to such extent that rebuilding or repairs can in Landlord's
estimation be completed within one hundred eighty (180) days after the date upon
which Landlord is notified by Tenant of such damage, this Lease shall not
terminate, and Landlord shall at its sole cost and expense thereupon proceed
with reasonable diligence to rebuild and repair the Building to substantially
the condition in which it existed prior to such damage, except that Landlord
shall not be required to rebuild, repair or replace any part of the partitions,
fixtures, additions and other improvements (other than the Leasehold
Improvements described in Section 3.2 hereof) which may have been placed in, on
or about the Premises by Tenant and except that Tenant shall pay to Landlord,
upon demand, Tenant's Share of any applicable deductible amount specified under
Landlord's insurance (which, during the primary term of this Lease only, shall
be limited to a maximum of $10,000.00 for Tenant's Share). The Rent payable
hereunder, shall abate by reason of damage or destruction to the extent that the
Premises are rendered unusable by Tenant by  peril for which the Landlord
is required to insure pursuant to the terms of this Lease. In the event that
Landlord should fail to commence such repairs and rebuilding with ninety (90)
days or to complete such repairs and rebuilding within one hundred eighty (180)
days after the date upon which Landlord is notified by Tenant of such damage.
Tenant may at its option terminate this Lease by delivering written notice of
termination to Landlord as Tenant's exclusive remedy, whereupon all rights and
obligations hereunder (other than those which survive the termination of this
Lease) shall cease and terminate.

Notwithstanding anything herein to the contrary, in the event
the holder of any indebtedness secured by a mortgage or deed of trust covering
the Building or the Premises requires that the insurance proceeds be applied to
such indebtedness, then Landlord shall have the right to terminate this Lease by
delivering written notice of termination to Tenant within fifteen (15) days
after such requirement is made by any such holder, whereupon all rights and
obligations hereunder (other than those which survive the termination of this
Lease) shall cease and terminate, subject, however, to in terms of the
Non-Disturbance Agreement.





ARTICLE XVII

CONDEMNATION

If the whole or any substantial part of the Premises should be
taken for any public or quasi-public use under governmental law, ordinance or
regulation, or by right of eminent domain, or by private purchase in lieu
thereof and the taking would prevent or materially interfere with the use of the
Premises for the purposes contemplated by the Permitted Use, this Lease shall
terminate and the Basic Rental shall be abated during the unexpired portion of
this Lease, effective when the physical taking of said Premises shall occur. If
part of the Premises shall be taken for any public or quasi-public use under any
governmental law, ordinance or by right of eminent domain, or by private
purchase in lieu thereof, and this Lease is not terminated as provided in this
paragraph, this Lease shall not terminate but the Basic Rental 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.

In the event of any such taking or private purchase in lieu
thereof, Landlord shall be entitled to receive me entire price or award from any
such taking or private purchase in lieu thereof without any payment to Tenant,
and Tenant hereby assigns to Landlord Tenant's interest, if any, in such award.
Landlord shall have full power and authority to negotiate with any public
authority and to direct and control any legal proceedings involving or related
to any such taking or private purchase in lieu thereof. Tenant shall have the
right, to the extent that same shall not diminish Landlord's award, to make a
separate claim against the condemning authority (but not Landlord) for such
compensation as may be separately awarded or recoverable by Tenant for loss of
business or good will or for the taking of Tenant's trade fixtures, if a
separate award for such items is made to Tenant.

ARTICLE XVIII

HOLDING OVER

Should Tenant, or any of its successors in interest, hold over
the Premises, or any part thereof after the expiration of the Lease Term, unless
otherwise agreed in writing, such holding over shall constitute and be construed
as tenancy from month to month only, at a Basic Rental equal to the Basic Rental
payable for the last month of the term of this Lease plus fifty percent (50%) of
such amount. The holding over by Tenant, or any of its successors, for any part
of a month shall entitle Landlord to collect the Rent called for under this
paragraph for the entirety of such month. The provisions of this paragraph shall
not be construed as Landlord's consent for the Tenant to hold over.

ARTICLE XIX

TAXES ON TENANTS PROPERTY

Tenant shall be liable for all taxes levied or assessed
against personal property, furniture or fixtures placed by Tenant in the
Premises. If any such taxes for which Tenant is liable are levied or assessed
against Landlord or Landlord's property and if Landlord elects to pay the same
or if the assessed value of Landlord's property is increased by inclusion of
personal property, furniture or fixtures placed by Tenant in the Premises, and
Landlord elects to pay the taxes based on such increase, Tenant shall pay to
Landlord upon demand mat part of such taxes for which Tenant is primarily liable
hereunder.

ARTICLE XX

EVENTS OF DEFAULT

The following events shall be deemed to be events of default
by Tenant under this Lease:

(a)         
Tenant shall fail to pay any of the Basic Rental, Additional Rent or any other
sums due by Tenant to Landlord under this Lease, and such failure shall continue
for a period often (10) days after written notice thereof to Tenant; provided,
however, that if Landlord has given Tenant two (2) or more such notices in any
twelve (12) month period, no further notice need be given for the 12-month
period following the second notice, and Truant shall be in default under this
Lease if Tenant fails to make any such payments within ten (10) days after same
is due.

(b)         
Tenant shall fail to comply with any term, provision or covenant of this Lease,
other than the payment of Rent, and shall not cure such failure within thirty
(30) days after written notice thereof to Tenant (or such longer time as may be
reasonable if Tenant commences the cure of such default or breach within said
thirty (30) day period diligently pursues the cure thereafter).

(c)         
Tenant skill make an assignment for the benefit of creditors.

(d)         
Tenant skill file a petition under any section or chapter of the United States
Bankruptcy

Code, as amended, or under any similar law or statute of the
United States or any State thereof; or Tenant shall be adjudged bankrupt or
insolvent in proceedings filed against Tenant thereunder and such adjudication
shall not be vacated or set aside within sixty (60) days.

(e)          A
receiver or trustee shall be appointed for all or substantially all of the
assets of Tenant and such receivership shall not be terminated or stayed within
sixty (60) days.





(f)          
Tenant shall desert or vacate any substantial portion of the Premises for a
period of ten (10) or more days; provided, however, vacation of the Premises
shall not constitute an event of default hereunder if, and so long as, (i)
Tenant provides Landlord at least sixty (60) days prior written notice of
Tenant's intent to vacate, (ii) Tenant pays any additional insurance premiums
which may result from such vacation, (iii) Tenant takes such action as Landlord
may reasonably request to protect the Premises and Building from vandalism and
trespass, and (iv) Tenant otherwise continues to observe and perform all Tenants
obligations and covenants contained in this Lease.

(g)          If
Tenant or a party that controls, is controlled by or is under common control
with Tenant or any guarantor of this Lease is in possession of all or any
portion of the premises described in that certain Industrial Lease Agreement
(the  "Other Lease ") between Landlord and Tenant respecting certain
premises lying within the Building and adjacent to the Premises and is in
default under the terms of the Other Lease beyond any applicable notice and/or
cure period.

ARTICLE XXI

LANDLORD'S REMEDIES

Upon the occurrence of any event of default specified in
Article XX hereof, Landlord shall have the option to pursue any one or more of
the following remedies without any further notice or demand whatsoever:

(a)         
Terminate this Lease, in which event Tenant shall immediately surrender the
Premises to Landlord, and if Tenant fails to do so, Landlord may, without
prejudice to any other remedy which it may have for possession or arrearages in
Rent, enter upon and take possession and expel or remove Tenant and any other
person who may be occupying said Premises or any part thereof, without being
liable for prosecution or any claim for damages thereof; and Tenant agrees to
pay to Landlord on demand the amount of all loss and damage which Landlord may
suffer by reason of such termination, whether through inability to relet the
Premises on satisfactory terms or otherwise, including the loss of Rent for the
remainder of the Lease Term.

(b)         
Enter upon and take possession of the Premises and expel or remove Tenant and
any other person who may be occupying the Premises or any part thereof, without
being liable for prosecution or any claim for damages therefor, and if Landlord
so elects, relet the Premises on such terms as Landlord shall deem advisable and
receive the Basic Rental thereof; and Tenant agrees to pay to Landlord on demand
any deficiency that may arise by reason of such reletting for the remainder of
the Lease Term.   The deficiency to be paid by Tenant to Landlord
shall be the equivalent of the amount of the Basic Rental and Additional Rent
which would be payable under this Lease by Tenant, less the net proceeds of any
reletting effected pursuant to this subsection (b) after deducting all of
Landlord's reasonable expenses in connection with such reletting, including,
without limitation, all repossession costs, brokerage commissions, legal
expenses, attorneys' fees, alteration costs and expenses of preparation of the
Premises or any portion thereof, for such reletting. Landlord need not give
Tenant any written notice whatsoever, other than that which is required by
Article XX above, of Landlord's intent to take possession of the Premises and
expel or remove Tenant.

(c)         
Enter upon the Premises, without being liable for prosecution or any claim for
damages therefor, and do whatever Tenant is obligated to do under the terms of
this Lease; and Tenant agrees to reimburse Landlord on demand for any expenses
which Landlord may incur in thus effecting compliance with Tenant's obligations
under this Lease, and Tenant further agrees that Landlord shall not be liable
for any damages resulting to the Tenant from such action.

(d)          At
any time after an event of default, whether or not Landlord shall have collected
any monthly deficiency as set forth in subsection (b) above, Landlord shall be
entitled to recover from. Tenant and Tenant shall pay to Landlord, on demand, as
and for final damages for Tenant's default, an amount equal to the difference
between the then present worth of the aggregate of the Basic Rental and
Additional Rent and any other charges to be paid by Tenant hereunder for the
unexpired portion of the Lease Term (assuming this Lease had not been
terminated), and the then present worth of the then aggregate reasonable fair
market rent of the Premises for the same period. In computation of present
worth, a discount at the rate of 6% per annum shall be employed.

No re-entry or taking possession of the Premises by Landlord
shall be construed as an election on its part to terminate this Lease, unless a
written notice of such intention be given to Tenant Notwithstanding any such
reletting or re-entry or taking possession, Landlord may at any time thereafter
elect to terminate this Lease for a previous default Pursuit of any of the
foregoing remedies shall not preclude pursuit of any of the other remedies
herein provided or any other remedies provided by law, nor shall pursuit of any
remedy herein provided constitute a forfeiture or waiver of any Rent due to
Landlord hereunder or of any damages accruing to Landlord by reason of the
violation of any of the terms, provisions and covenants herein contained.
Landlord's acceptance of Rent following an event of default hereunder shall not
be construed as Landlord's waiver of such event of default. No waiver by
Landlord of any violation or breach of any of the terms, provisions, and
covenants herein contained shall be deemed or construed to constitute a waiver
of any other violation or breach of any of the terms, provisions, and covenants
herein contained. Forbearance by Landlord to enforce one or more of the remedies
herein provided upon an event of default shall not be deemed or construed to
constitute a waiver of any other violation or default The loss or damage that
Landlord may suffer by reason of termination of this Lease or the deficiency
from any reletting as provided for above shall include the expense of
repossession and any repairs or remodeling undertaken by Landlord following
possession. Should Landlord at any time terminate this Lease for any default in
addition to any other remedy Landlord may have, Landlord may recover from Tenant
all damages Landlord may incur by reason of such default including the cost of
recovering the Premises and the loss of Rent for the remainder of the Lease
Term. In case of Tenant's dispossession from the Premises, Landlord shall use
commercially reasonable efforts to relet the Premises and to mitigate damages.

ARTICLE XXII

SURRENDER OF PREMISES

No act or thing done by the Landlord or its agents during the
term hereby granted shall be deemed an acceptance of a surrender of the
Premises, and no agreement to accept a surrender of the Premises shall be valid
unless the same be made in writing and subscribed by the Landlord.

ARTICLE XXIII

ATTORNEYS'FEES

If on account of any breach or default by either party of its
respective obligations under this Lease it should be necessary or appropriate
for the non-defaulting party to bring any action under this Lease or to enforce
or defend any of the non-defaulting party's rights hereunder, men the defaulting
party agrees hi each and any such case to pay to the non-defaulting party a
reasonable attorneys' fee.

ARTICLE XXIV

RESERVED PARKING

Landlord shall reserve for the exclusive use of Tenant and its
employees, agents and contractors seventeen (17) surface parking spaces in the
areas depicted as the  "Reserved Parking Area " on Exhibit  "A-l ".
Landlord shall not be liable to Tenant for the failure of any of other tenants
of the Building, or such tenant's invitees, employees, agents or customers or
other third parties to comply with the designation of Reserved Parking Area and
the Trailer Parking Area, but shall upon request by Tenant use diligent, good
faith efforts to cause such tenants, invitees, employees, agents, customers or
other third parties to comply with same. It is understood that Landlord and its
agents and employees shall not be liable for loss or damage to any vehicle
parked by Tenant or under Tenant's rights herein and/or to the contents thereof,
and Tenant waives any claim against Landlord for and in respect thereto, unless
such loss or damage is caused by the acts or omissions of Landlord or Landlord's
agents, contractors, invitees or employees.

Landlord shall have the right to close any portion of the
parking facilities at the Property and deny access thereto in connection with
any repairs as may reasonably be required, without liability, cost or abatement
Except in the case of emergency repairs (or repairs which Landlord reasonably
perceives to be an emergency), Landlord shall perform any scheduled repairs or
replacements of the parking faculties in such a manner and at such dates and
times so as to minimize any interference with Tenant's business operations in
the Premises, and shall give Tenant not less than ten days prior written notice
thereof.

ARTICLE XXV

MECHANICS LIEN

Tenant shall have no authority, express or implied, to create,
place or allow any lien or encumbrance of any kind or nature whatsoever upon, or
in any manner to bind, the interest of Landlord in the Premises or to charge the
Rent 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, and each such claim shall attach to, if at all, only the leasehold
interest granted to Tenant by this instrument. 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 on the Premises on which any lien is or can be validly and
legally asserted against its leasehold interest in the Premises or the
improvements thereon 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.

ARTICLE XXVI

SIGNS

Tenant shall have the right to install signs upon the Premises
only when first approved in writing by Landlord and subject to any applicable
governmental laws, ordinances, restrictions, regulations and other requirements.
Tenant shall remove all such signs upon the expiration or other termination of
this Lease. Such installations and removals shall be made in such manner as to
avoid injury to or defacement of any buildings or other improvements on the
Premises, and Tenant shall repair any injury or defacement including without
limitation discoloration, caused by such installation or removal.

ARTICLE XXVII

NOTICES

Each provision of this Lease, or of any applicable
governmental laws, ordinances, regulations, and other requirements with
reference to the sending, mailing or delivery of any notice, or with reference
to 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 in Dallas County, Texas, at 15601 Dallas Parkway,
Suite 100, Addison, Texas 75001, or at such other address as Landlord may
specify from time to time by written notice delivered in accordance herewith.

(b)         
Except as otherwise specifically set forth herein, any notice or document
required to be delivered hereunder shall be in writing and shall be deemed
received when delivered if sent by a recognized, commercial courier for same day
delivery and shall be deemed received on the next business day if sent by a
nationally recognized overnight courier (such as Federal Express or Purolator)
with delivery specified for the next business day or two (2) business days after
being deposited in the United States mail, postage prepaid, certified or
registered mail, return receipt requested, addressed to the parties hereto at
the respective addresses set out opposite their names below, or at such other
address as they have theretofore specified by written notice delivered in
accordance herewith:

LANDLORD:                 
CP-Coppell Industrial, Ltd.

15601 Dallas Parkway, Suite 100

Dallas, Texas 75001

WITH COPY TO:            
Stanley K. Barth

Andrews & Barth, P.C.

8235 Douglas Avenue, Suite 1120

Dallas, Texas 75225

WITH COPY TO:           
The Chase Manhattan Bank

2200 Ross Avenue, Third Floor

Dallas, Texas 75201

TENANT:                      
Aladdin Manufacturing Corporation

160 South Industrial Boulevard

Calhoun, Georgia 30701

Attention: Salvatore J. Perillo, Esquire

ARTICLE XXVIII

SEPARABILITY

If any clause or provision of this Lease is illegal, invalid
or unenforceable under present or future laws, 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.

ARTICLE XXIX

QUIET ENJOYMENT

Provided Tenant has performed all of the terms, covenants,
agreements and conditions of this Lease, including the payment of Rent to be
performed by Tenant, Tenant shall peaceably and quietly hold and enjoy the
Premises for the term hereof, without hindrance from Landlord, subject to the
Permitted Encumbrances and the terms and conditions of this Lease. Landlord
covenants and warrants that Landlord is the true and lawful owner of the
Premises (including, without limitation, the Common Areas), subject only to the
Permitted Encumbrances and has good right and full power to let and lease the
same.

ARTICLE XXX

EXISTENCE OF BROKER

Tenant represents and warrants that it has not contacted or
dealt with any real estate broker or agent hi connection with the execution of
this Lease other than Jackson & Cooksey (the  "Agent ") and Alliance
Partners, Inc.  Landlord will be responsible for the payment of a
commission to the Agent pursuant to a separate written agreement. Agent has
acted in cooperation with Alliance Partners, Inc., and Agent shall pay Alliance
Partners, Inc. a portion of the commission pursuant to a separate agreement
between Agent and Alliance Partners, Inc. Landlord shall have fully discharged
its obligations hereunder upon payment of a commission to Agent 

Tenant agrees to indemnify and hold harmless Landlord against
all liabilities and costs (including but not limited to attorney's fees)
incurred by Landlord as a result of Tenant's breach of any covenant agreement
warranty or representation contained in this Article XXX. Landlord warrants and
represents to Tenant that except for the commission to be paid to Agent by
Landlord, Landlord has not dealt with any other real estate broker or agent in
connection with the execution of this Lease. Landlord hereby agrees to indemnify
and hold Tenant fen* " from and against any and all costs, expenses (including
attorneys' fees) incurred by Tenant as a result of Landlords breach of any
covenant agreement warranty or representation contained in this Article XXX.

ARTICLE XXXI

TENANTS REMEDIES

In the event Landlord defaults in the performance of any of
its obligations to Tenant hereunder, or breaches any warranty or representation,
express or implied, to Tenant in connection with this Lease or the Premises, and
such default or breach continues for a period of thirty (30) days following
written notice thereof from Tenant to Landlord (or such longer time as may be
reasonable if Landlord commences the cure of such default or breach within said
30 day period and diligently pursues the cure thereafter), then Tenant may, as
it sole remedies (i) if the default relates to the Landlord's obligations (A) to
complete  "punchlist " items pursuant to Article H, (B) as to the
construction guaranty contained in Section 3.3 hereof, (C) under Section 8.1
hereof, or (D) to maintain the Common Area under Section 8.7 hereof, Tenant may
take such action as is reasonably necessary to cure Landlord's default if Tenant
includes in its written notice to Landlord a provision that Tenant will or may
take such action,, (ii) bring suit against Landlord for damages or (iii) bring
suit to specifically enforce Landlord's obligations under this Lease. 
Further, if the default relates to Landlord's obligations under Section 8.1,
Landlord shall pay the amount of Tenant's deductible (up to a maximum amount of
$1,000.00) relating to Tenant's insurance claim for any damage to Tenant's
contents. In the event Tenant cures such default by Landlord as provided in item
(i), men Landlord will reimburse Tenant all reasonable costs and expenses
incurred by Tenant in curing Landlord's default. Notwithstanding the foregoing
provisions, if Landlord has failed to maintain the roof as required by Section
8.1 and the contents of the Premises are in imminent danger of damage due to
water leaking or other elements, then Tenant may cure Landlord's obligations if
Landlord fails to commence the cure thereof within twenty-four (24) hours
following Tenant's notice to Landlord. Except as otherwise expressly provided
for herein, Tenant shall have no right of set-off against payments due to
Landlord hereunder and shall have no right to terminate this Lease, and Tenant
hereby waives such remedies. It is expressly agreed that the obligations of
Landlord hereunder are independent of Tenant's obligations. Landlord shall have
no personal liability to Tenant for any such default or breach by Landlord, and
have no personal liability to Tenant for any such default or breach by Landlord,
and Tenant specifically agrees to look solely to Landlord's interest in the
Building and the Land situated thereunder for payment of any damages suffered by
Tenant. Pending resolution of any controversy hereunder (as evidenced by a
final, nonappealable order issued by a court of competent jurisdiction), Tenant
shall continue to pay to Landlord all sums which are and become due to Landlord
hereunder, without deduction or set-off. Following a final, nonappealable order
issued by a court of competent jurisdiction evidencing a monetary sum owed by
Landlord to Tenant, Tenant may offset the amount owed by Landlord from the Basic
Rental owed by Tenant to Landlord; provided, however, the amount of offset each
month shall in no event exceed twenty percent (20%) of the installment of Basic
Rental due that month, unless the aggregate amount to be offset exceeds the
total Basic Rental to accrue for the remainder of the Lease Term, in which event
the monthly limitation as to the amount which may be offset shall be limited to
the total amount owing by Landlord to Tenant divided by the number of months
remaining during the Lease Term, Any sums owed by Landlord to Tenant shall bear
interest at the Maximum Rate. Subject to the limitations contained in the
following paragraph of this Article XXXI, Tenant shall at all times have the
right of levy with respect to any judgment it obtains against Landlord. Tenant
hereby expressly waives and disclaims any lien or claim which Tenant has or may
have in and to any property belonging to the Landlord or on the Rent due to the
Landlord under this Lease.

The term  "Landlord, " as used in this Lease so far as
covenants or obligations on the part of Landlord are concerned, shall be limited
to mean and include only the owner or owners at the time in question of the fee
of the Premises, and in the event of any transfer or transfers or conveyance of
the Premises and this Lease and the assumption by the transferee of Landlord's
obligations hereunder, the then grantor shall be automatically freed and
relieved from and after the date of such transfer or conveyance of all liability
as respects the performance of any covenants or obligations on the part of
Landlord contained in this Lease thereafter to be performed (but not as to
matters theretofore occurring), provided that any funds in the hands of such
landlord or the then grantor at the time of such transfer, in which Tenant has
an interest shall be turned over to the grantee, and any amount then due and
payable to Tenant by Landlord or the then grantor under any provision of this
Lease shall be paid to Tenant The covenants and obligations contained in this
Lease on the part of Landlord shall, subject to the aforesaid, be binding on
Landlord's successors and assigns, during and in respect of their respective
successive periods of ownership. If Landlord fails to perform any of its
obligations under this Lease and Tenant recovers a money judgment against
Landlord, such judgment may be satisfied only out of (i) proceeds produced upon
execution of such judgment and levy thereon against Landlord's interest in the
Property and improvements thereon, (ii) the rents or other income from the
Property receivable by Landlord, and (iii) if Landlord's failure of performance
is in respect of any covenant or obligation under Articles XVI or XVII,
Landlord's share of any condemnation award and the proceeds of any casualty
insurance maintained by Landlord in respect of the Property. The foregoing
provisions shall not relieve Landlord from the performance of any of Landlord's
obligations under this Lease, but only to limit Landlord's liability in the case
of the recovery of a monetary judgment against it nor shall the foregoing
provisions limit or otherwise affect Tenant's right to obtain injunctive relief
or specific performance or avail itself of any other right or remedy that this
Lease or the law may accord Tenant.

ARTICLE XXXII

ESTOPPEL CERTIFICATES

Landlord and Tenant agree to furnish from time to time when
requested by the other, a signed certificate confirming and containing such
factual certifications and representations reasonably deemed appropriate by the
party requesting such certificate, and shall, within thirty (30) days following
receipt of said proposed certificate and request for execution, return a folly
executed copy of said certificate to the requesting party. In the event the
party being requested to execute such certificate shall fail to return a fully
executed copy of such certificate to the other party within the foregoing thirty
(30) day period, then the party being requested to execute such certificate
shall be deemed to have approved and confirmed all of the terms, certifications
and representations contained in such certificate.

ARTICLE XXXIII

NOTICE TO LENDER

If the Premises or the Building or any part thereof are at any
time subject to a first mortgage or a first deed of trust or other similar
instrument and this Lease or the rentals are assigned to a mortgagee, trustee or
beneficiary and the Tenant is given written notice thereof, including the post
office address of such assignee, then the Tenant shall not take any action on
account of any default on the part of the Landlord that would bind or affect
said assignee without first giving written notice by certified or registered
mail, return receipt requested, or by personal or courier delivery or as
otherwise provided for in the Non-Disturbance Agreement to such assignee,
specifying the default in reasonable detail, and affording such assignee a
reasonable opportunity to perform, at its election, for and on behalf of the
Landlord.

ARTICLE XXXIV

LANDLORD APPROVALS

Any approval by Landlord or Landlord's architects and/or
engineers of any of Tenant's drawings, plans and specifications which are
prepared in connection with any construction of improvements in the Premises
shall not hi any way be construed or operate to bind Landlord or to constitute a
representation or warranty of Landlord as to the adequacy or sufficiency of such
drawings, plans and specifications, or the improvements to which they relate,
for any use, purpose, or condition, but such approval shall merely be the
consent of Landlord as may be required hereunder in connection with Tenant's
construction of improvements in the Premises in accordance with such drawings,
plans and specifications. Landlord shall be responsible for the payment of any
drawings, plans and specifications which are prepared by or on behalf of
Landlord.

ARTICLE XXXV

JOINT AND SEVERAL LIABILITY

If there be more than one Tenant the obligations hereunder
imposed upon Tenant shall be joint and several.  If there be a guarantor of
Tenant's obligations hereunder, the obligations hereunder imposed upon Tenant
shall be the joint and several obligations of Tenant and such guarantor and
Landlord need not first proceed against the Tenant hereunder before proceeding
against such guarantor, nor shall any such guarantor be released from its
guaranty for any reason whatsoever, including without limitation, in case of any
amendments hereto, waivers hereof or failure to give such guarantor any notices
hereunder.

ARTICLE XXXVI

GENDER

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.

ARTICLE XXXVII

CAPTIONS

The captions contained in this Lease are for convenience of
reference only, and in no way limit or enlarge the terms and conditions of this
Lease.





ARTICLE XXXVIII

ENTIRE AGREEMENT; AMENDMENTS; BINDING EFFECT

Neither party to this Lease has made or relied on any
representations, warranties, covenants or agreements with respect to the
Premises or any other matters affecting or relating to this Lease except as
contained herein and this Lease supersedes and replaces any prior
representations, warranties, covenants or agreements, whether written or oral,
which may have been made by either party with respect to the Premises or other
matters contained in this Lease. This Lease contains the entire agreement
between the parties hereto with respect to the Premises and all other matters
contained in this Lease and this Lease may not be altered, changed or amended,
except by instrument in writing signed by both parties hereto. No provision of
this Lease shall be deemed to have been waived by Landlord unless such waiver be
in writing signed by Landlord and addressed to Tenant nor shall any custom or
practice which may grow up between the parties in the administration of the
terms hereof be construed to waive or lessen the right of Landlord to insist
upon the performance by Tenant in strict accordance with the terms hereof. 
The terms, provisions, covenants and conditions contained in this Lease shall
apply to, inure to the benefit of, and be binding upon the parties hereto, and
upon their respective successors in interest and legal representatives, except
as otherwise herein expressly provided.

ARTICLE XXXIX

GOVERNING LAW AND PLACE OF PERFORMANCE

This Lease shall be governed by the laws of the State wherein
the Land is located. Tenant shall perform all covenants, conditions and
agreements contained herein, including but not limited to payment of Rent in
Dallas County, Texas.

ARTICLE XL

GOOD STANDING/DUE AUTHORIZATION

Contemporaneous with the execution of this Lease, Tenant shall
provide to Landlord the following:

(a)                
A copy of Tenant's Good Standing, or similar certificate, issued by the
Secretary of State of the state of Tenant's incorporation; and 

(b)               
(b)          A copy of the
appropriate corporate resolutions, certified by the secretary or the assistant
secretary of the Tenant evidencing the authorization of the Tenant to execute
this Lease.

In the event a guaranty agreement is executed with respect to
this Lease, Tenant shall additionally provide to Landlord, contemporaneous with
the execution of this Lease, the items listed above for the guarantor.

ARTICLE XLI

FINANCIAL STATEMENTS

Within fifteen (15) days following Landlord's written request
Tenant will provide to Landlord the most current annual report (including
financial statements) of Mohawk Industries, Inc. Landlord may disclose and share
such annual reports (including financial statements) (i) with Landlord's
advisors; attorneys; consultants; and lenders, investors and purchasers (as well
as prospective lenders, investors and purchasers) and (ii) as required by any
applicable law, rule, regulation or order.

ARTICLE XLII

MEMORANDUM OF LEASE

Upon not less than ten (10) days prior written request by
either party, the parties hereto agree to execute and deliver to each other a
Memorandum of Lease, in recordable form, setting forth the following:

(a)          The
date of this Lease;

(b)          The
parties of this Lease;

(c)          The
term of this Lease;

(d)          The
legal description of the Land; and

(e)          Such
other matters reasonably requested by Landlord to be stated therein.

ARTICLE XLIII

RENEWAL OPTION

Landlord hereby grants Tenant (but no assignee or subtenant)
one (1) option to renew this Lease for a period extending sixty-four (64) months
following the Commencement Date. The renewal option shall be exercised by Tenant
notifying Landlord thereof in writing not less than two hundred forty (240) days
prior to the expiration of the then current lease term, as the case may be. Such
renewal shall be subject to all of the terms and conditions of this Lease except
that (i) the rentals payable during each renewal term shall be as set forth
below and (ii) no further renewal option shall exist daring the renewal term. It
shall be a condition to Tenant's exercising the renewal option herein granted
that Tenant not be then in default under this Lease beyond any applicable notice
and cure period.

  The Basic Rental for each renewal term shall be based
on the then prevailing rental rates for properties of equivalent quality, size,
utility and location in the Dallas/Forth Worth market with the length of the
lease term and the creditworthiness of the Tenant taken into account; provided,
however, that in no event shall the Basic Rental in any renewal period be less
than the Basic Rental for the last month immediately preceding said renewal
period.

  .Upon notification from Tenant of its intent to
exercise each renewal option, Landlord shall, within fifteen (15) days
thereafter, notify Tenant in writing of the Basic Rental for the applicable
renewal term; Tenant shall, within fifteen (15) days following receipt of same,
notify Landlord in writing of the acceptance or rejection of the proposed Basic
Rental. In the event of rejection by Tenant the Basic Rental for the applicable
renewal term shall be determined as follows:

(a)         
Within fifteen (15) days following notification of rejection, Landlord and
Tenant shall each select an arbitrator who shall be a Licensed Texas real estate
broker having a minimum of five (5) years experience in leasing industrial space
and being a member of the North Chapter of the Texas Society of Office and
Industrial Realtors (or its successor organization). Notice shall be given to
the other party of the name of the arbitrator selected. If either Landlord or
Tenant fails to appoint such an arbitrator within the allocated time, the
arbitrator appointed by the other party shall make the determination of the
Basic Rental and this determination shall be final and binding on both parties.

(b)          If
both Landlord and Tenant appoint an arbitrator in accordance with the provisions
above and the two arbitrators cannot agree upon a Basic Rental for the renewal
term within thirty (30) days following their appointment, the two arbitrators
shall forthwith select a third disinterested and qualified arbitrator having
like qualifications and each of the original arbitrators will immediately submit
his or her judgment as to the appropriate Basic Rental in writing to the third
arbitrator. Within ten (10) days after such submittal, the third arbitrator
shall make the determination of the Basic Rental for such renewal period and the
determination of the third arbitrator shall be final and binding on both
parties. In the event the two arbitrators appointed by the Tenant and Landlord
cannot agree upon a third arbitrator, then the third arbitrator shall be
appointed by the then President of the North Chapter of the Texas Society of
Office and Industrial Realtors (or its successor organization).   The
Basic Rental agreed to by the two appointed arbitrators or, if applicable, the
Basic Rental determined by the third arbitrator shall be final and binding upon
the parties hereto. Landlord and Tenant shall each bear the expense of their
arbitrator and the expense of a third arbitrator, if needed, shall be shared
equally by both parties.

In the event Tenant does not exercise the renewal option
granted herein, Tenant will reimburse Landlord for all costs and expenses
incurred by Landlord in closing all doorway openings and otherwise securing and
completing the installation of the demising wall between the Premises and the
leased premises which are the subject of the Other Lease.

ARTICLE XLIV

GENERAL PROVISION

(a)         
Landlord shall be responsible for and shall pay according to law any transfer or
conveyance taxes or for any documentary stamps, if any, required to be paid in
connection with the making of this Lease or the recordation of a memorandum
hereof.

(b)         
Whenever a period of time is herein prescribed for action to be taken by
Landlord or Tenant, there shall be excluded from, the computation for any such
period of time, any delays due to strikes, riots, acts of God, shortages of
labor or materials, war, governmental laws, regulations or restrictions or any
other causes of any kind whatsoever which are beyond the control of the party
required to take such action; however, there shall be no extension for the
payment of any monetary sums, nor shall any such matter extend any of the time
periods provided in Article XLIII hereof.

(c)         
Except as otherwise expressly provided in this Lease to the contrary, any
consent or approval required to be given or obtained hereunder by either party
shall not be unreasonably withheld, delayed or conditioned by either party
hereto, and any exercise of discretion to be made hereunder by either party
shall be reasonably made without undue delay. Any matter that is described
herein to be to a parry's satisfaction shall be to such party's reasonable
satisfaction.

[Signatures on following page)





Executed by Landlord to be effective as of the 13th
day of March, 2002.

LANDLORD:

CP-COPPELL INDUSTRIAL, LTD.,

a Texas limited partnership

By:       Champion-Coppell
Industrial, Ltd.,

a Texas limited partnership,

its General Partner

By:       
Coppell-Champion, Inc.,

a Texas corporation,

its General Partner By Jeffrey L. Swope, President

Executed by Tenant to be effective as of the 12th
day of March, 2002.

TENANT:

ALADDIN MANUFACTURING CORPORATION,

a Delaware corporation

Printed Name:Salvatore J. Perillo_

Title:Asst Secretary





EXHIBIT  "A "

LAND

LEGAL DESCRIPTION

Being a 100.0 acre tract of land out of the S.A. and M.G. R.R.
survey, Abstract No. 1439, in Dallas, Texas and also being the same tract of
land described in a Deed to Coppell Industrial N.V., a Netherlands Antilles
corporation and recorded in Volume 82071, Page 1061, Deed Records, Dallas
County, Texas and being more particularly described by metes and bounds as
follows:

Beginning at a fence post found for the Northeast corner of
the herein described tract also being the Southeast corner of a tract of land
described in a Deed of Sunbelt Business Center and recorded in Volume 80151,
Page 892, said Deed Records. Said fence post is in the West right-of-way of an
abandoned Cotton Belt Railroad Spur;

Thence S 00 04'53 " W, with the abandoned railroad spur
right-of-way, at 1,716.43 feet pass a fence corner and continue generally with
the fence a total distance of 1,887.36 feet to a capped 5/8 inch iron found;

Thence S 11 37'29 " E, 151.76 feet continuing with the
abandoned spur right-of-way and generally along fence to a capped 5/8 inch iron
found;

Thence S 00 13'29 " E, 193.47 feet continuing with the
abandoned spur right-of-way and generally along fence to a capped 5/8 inch iron
found in the Northerly right-of-way line of Bethel School Road (County Road No.
23);

Thence along the Northerly right-of-way line of Bethel School
Road and generally along a fence the following courses and distances:

N 88 06'36 " W, 97.63 feet to a capped 5/8 inch iron found;

N 83 45'02 " W, 119.01 feet to a capped 5/8 inch iron found;

N 81 34'41 " W.417.48 feet to a capped 5/8 inch iron found;

S 89 26'52 " W, 1,406.39 feet to a capped 5/8 inch iron found
for the Southwest comer of this tract and the Southeast comer of 236.956 acre
tract described in a Deed to Ward Hunt and recorded in Volume 82071, Page 1167,
said Deed Records;

Thence N QQ 35'58 " W, 2,139.20 feet leaving the right-of-way
line of Bethel School Road and with the Easterly line of said Hunt tract to a
5/8 inch iron pin with cap stamped  "Carter & Burgess ", set in an old
fence line and in the Southerly line of said Sunbelt Business Center tract;

Thence N 89 14'54 " E, 2,029.08 feet with the Southerly line
of said Sunbelt Business Center tract to the point of beginning and containing
100.0 acres of land.





EXHIBIT  "A-l "

FLOORPLAN

RESERVED

PARKING

AREA

n

SITE PLAN

HOKTM





EXHIBIT  "B "

PERMITTED ENCUMBRANCES

1.    Deed of Trust from CP-COPPELL INDUSTRIAL,
LTD., a Texas limited partnership to DAVID MENDEZ, Trustee, dated 10/13/2000,
filed 10/18/2000, in Volume 2000203, Page 5383, Deed Records, Dallas County,
Texas, securing two (2) notes in the principal sums of $13,075,000.00, and
$2,200,000.00, payable to THE CHASE MANHATTAN BANK, and securing other
indebtedness as described therein.

2.    Financing statement executed by
CP-COPPELL INDUSTRIAL, LTD. as debtor, in favor of THE CHASE MANHATTAN BANK as
secured party, filed 10/18/2000, in Volume 2000203, Page 5396, Deed Records,
Dallas County, Texas.

3.    30* building line, 24* fire lane, 10'
landscape areas, 10' gas easement, 15' electric easement, 15' gas and electric
easement, 20* x 20* water easements and 20' common access and private utility
easement as shown on the plat recorded in Volume 2000200, Page 00669, Map
Records of Dallas County, Texas, and as shown on survey of Charles F. Stark,
R.P.L.S. 5084, dated 08/28/2000.

4.    Easement Agreement dated January 1, 2001,
granting to the City of Coppell easements for construction, access and
construction recorded in Volume 2001026, Page 03950, Deed Records, Dallas
County, Texas.

5.    Drainage Easement Agreement dated January
1, 2001, in Volume 2001026, Page 03904, Deed Records, Dallas County, Texas

6.    Easement and Right of Way in favor of TXU
Gas Company, dated August 31, 2001, in Volume 2001209, Page 03308, Deed Records,
Dallas County, Texas





EXHIBIT  "C "

DESIGN CRITERIA

	Initial Lease Premises
    Dimension:	100,000 square feet - 250' x
    400'
	Office Area:	Provide new office storefront
    windows and entrance complete with stairs, handrails and men's and women's
    restrooms. Storefront windows shall be secured by temporary plywood
    covering.
	Automobile Parking:	Provide new parking area for 17
    automobile spaces adjacent to new office entrance.
	Trailer Storage:	None provided
	Dock Configuration:	Single sided dock with total of
    twenty (20) existing overhead doors 48 " Dock height with a truck court
    depth of 130'.Twenty (20) typical overhead doors

    The truck doors shall be typically non-insulated 9' x 10',
    20-

    gauge, sectioned vertical lift doors as manufactured by
    Windsor Company.

	Dock Equipment:	Five (5) overhead doors will be
    provided w/30,000 lb. Levelers, Rite Kite or Tenant approved equal and four
    (4) edge of dock plates (location to be mutually agreed upon). Dock lights
    with quadplex outlets and steel pipe bollards will be provided a each
    overhead door.
	Existing Sprinkler System:	75 psi minimum ESFR system
    without in-rack sprinkler system.
	Battery Charging:	None provided.
	Electrical:	Provide a 277/480 v disconnect
    and meter to meet electrical requirements.
	Existing Roof:	Roofing is a Carlisle 10-year
    bondable, single ply 45 mil mechanically fastened EPDM membrane system.
	Existing Smoke/Heat Evacuation:	Three air changes per hour.
	Lighting:	Provide one 1,000 watt, metal
    halide fixture per 1,500 square feet of warehouse area. Premium for 25
    footcandles average with a minimum of 20 footcandles at 36* above floor
    level lighting to be designed around storage and rack plan submitted by
    Mohawk to be paid by Mohawk.
	Security:	Complete fire alarm system as
    required by code.
	Walls:	Interior demising wall shall be
    two hour rated gypsum board assembly on steel stud framing. Joints shall be
    fire taped. Tilt up wall shall be caulked on both sides. The exterior side
    of the panels have been painted.
	Existing Exterior Lighting:	The dock side of the building
    has been provided with 400 watt, metal halide wall pak fixtures on 100'
    centers at 24' above dock paving.
	Other Tenant Allowance:	Mohawk will be provided an
    additional allowance of $40,000 to be used as part of the finish-out to the
    space.






PLANS AND SPECIFICATIONS





GUARANTEE

This is a guarantee of an Industrial Lease Agreement dated as
of March 13,2002 (the  "Lease "), by and between CP-COPPELL INDUSTRIAL,
LTD., a Texas limited partnership, hereinafter called  "Landlord ", and
ALADDIN MANUFACTURING CORPORATION, a Delaware corporation, hereinafter called 
"Tenant " respecting approximately 100,000 square feet of space within a certain
building situated in Dallas County, Texas.

  FOR VALUE RECEIVED, and in consideration for, and as an
inducement to Landlord to enter into the foregoing Lease, the undersigned hereby
jointly and severally (if more than one) guarantee to Landlord and its
successors and assigns the payment of all rentals specified thereunder and all
other payments to be made by Tenant under the Lease, and the full performance
and observance by Tenant of all the terms, covenants, conditions and agreements
therein provided to be performed and observed by Tenant for which each of the
undersigned shall be jointly and severally liable with Tenant, without requiring
any notice of nonpayment, nonperformance or nonobservance, or proof of notice or
demand, whereby to charge the undersigned, all of which each of the undersigned
does hereby expressly waive, and each of the undersigned expressly agrees that
the Landlord and its successors and assigns may proceed against the undersigned
separately or jointly, before, after or simultaneously with the proceedings
against Tenant for default, and that this Guarantee shall not be terminated,
affected or impaired in any way or manner whatsoever by reason of the assertion
by Landlord against Tenant of any of the rights or remedies reserved to Landlord
pursuant to the provisions of the Lease, or by reason of summary or other
proceedings against Tenant, or by the omission of Landlord to enforce any of its
rights against Tenant or by reason of any extensions of time or indulgences
granted by Landlord to Tenant. Each of the undersigned further covenants and
agrees (i) that the undersigned will be bound by all of the provisions, terms,
conditions, restrictions and limitations contained in the Lease, the same as
though the undersigned was named therein as Tenant; and (ii) that this Guarantee
shall be absolute and unconditional and shall remain and continue in full force
and effect as to any renewal, extension, amendment, addition, assignment,
sublease, transfer or other modification of the Lease, whether or not the
undersigned shall have any knowledge or have been notified of or agreed or
consented to any such renewal, extension, amendment, addition, assignment,
sublease, transfer or other modification of the Lease; however, the undersigned
shall not be bound by any and all modifications to the Lease which are not
consented to in writing by the undersigned. If Landlord at any time is compelled
to take any action or proceeding in court or otherwise to enforce or compel
compliance with the terms of mis Guarantee, each of the undersigned shall, in
addition to any other rights and remedies to which die Landlord may be entitled
hereunder or as a matter of law or in equity, be obligated to pay all costs,
including attorneys' fees, incurred or expended by Landlord in connection with
any enforcement by Landlord if Landlord is successful in enforcing or compelling
compliance of any of the terms of this Guarantee. Further, each of the
undersigned hereby covenants and agrees to assume the Lease and to perform all
of the terms and conditions thereunder for the balance of the original term
should the Lease be disaffirmed by any Trustee in Bankruptcy for Tenant All
obligations and liabilities of the undersigned pursuant to this Guarantee shall
be binding upon the heirs, legal representatives, successors and assigns of each
of the undersigned, and each of the undersigned and its heirs, legal
representatives, successors and assigns shall remain fully liable under die
Lease and this Guarantee regardless of any merger, corporate reorganization or
restructuring involving Tenant regardless of the resulting organization,
structure or ownership of Tenant. This Guarantee shall be governed by and
construed in accordance with the laws of the State of Texas.

Each of the undersigned hereby unconditionally consents and
agrees that any legal action brought under this Guarantee may be brought in any
State Court of the State of Texas, or in a Federal United States Court in Texas
and each of the undersigned hereby unconditionally consents to the jurisdiction
of such courts in connection with any cause of action brought by or against
Tenant and/or Guarantors) in any way directly or indirectly related to the Lease
or this Guarantee.

This Guarantee shall be enforceable against each person
signing this Guarantee, even if only one person signs and regardless of any
failure of other persons to sign this Guarantee. If there be more man one
signer, all agreements and promises herein shall be construed to be, and are
hereby declared to be, joint and several, in each and every particular and shall
be fully binding upon and enforceable against either, any or all of the
undersigned. Further, the liability of each of the undersigned shall not be
affected or impaired by any lull or partial release of, settlement with, or
agreement not to sue, Tenant or any other guarantor or other person liable in
respect of the Lease, which Landlord is expressly authorized to do, omit or
suffer from time to time, without notice to or approval by any of the
undersigned. The singular herein shall include the plural and the plural shall
include the singular when referring to the undersigned.





At any time that Tenant is required to furnish a certificate
pursuant to the Lease, each of the undersigned, by guarantying the terms and
conditions of the Lease, agree that such Guarantor, upon thirty (30) days prior
written request to Tenant, shall certify (by written instrument, duly executed,
acknowledged and delivered to Landlord and to any third person designated by
Landlord in such request) whether such person concurs with the statements set
forth in said certificate by Tenant (and, if not, identifying specifically the
items or matters to which such Guarantor does not concur) and that the guarantee
of such person remains in full force and effect as to all obligations of Tenant
under the Lease. Failure to deliver such certificate to Landlord (and any such
designated third party) within such thirty (30) day period shall constitute
automatic approval of the requested certificate as though such certificate had
been fully executed and delivered by such Guarantor to Landlord and such
designated third party.

  Within fifteen (15) days following Landlord's written
request, Guarantor will provide to Landlord Guarantor's most current annual
report (including financial statements). Landlord may disclose and share such
annual reports (including financial statements) (i) with Landlord's advisors;
attorneys; consultants; and lenders, investors and purchasers (as well as
prospective lenders, investors and purchasers) and (ii) as required by any
applicable law, rule, regulation or order.

IN WITNESS WHEREOF, the undersigned have set their hands to
four (4) original counterparts of this Guarantee as of the 13th day
of March, 2002.

GUARANTOR:

MOHAWK INDUSTRIES, INC.,

A Delaware corporation

By:Salvatore Perillo

Printed Name:

Title:Asst. Secretary

=