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                                                                    EXHIBIT 10.4

                       INDUSTRIAL REAL ESTATE LEASE
                         (MULTI-TENANT FACILITY)

         THIS LEASE AGREEMENT (the "Lease") is entered into as of the 13th day
of September, 2002, between Argent Frankford, L.P., a Texas limited partnership
("Landlord"), and Home Interiors & Gifts, Inc., a Texas corporation ("Tenant").

ARTICLE 1.    BASIC TERMS

         This Article 1 contains the Basic Terms of this Lease between the
Landlord and Tenant. Other Articles and Sections of the Lease referred to in
this Article 1 explain and define the Basic Terms and are to be read in
conjunction with the Basic Terms.

         SECTION 1.01. PROPERTY AND PREMISES. The Property (herein so-called)
is described on Exhibit "A" attached hereto and is part of Landlord's
multi-tenant real property development known as Frankford Trade Center, all or
part of which is described or depicted in the site plan attached as Exhibit "B"
(the "Project"). The Project includes the land described on Exhibit "B," the
Buildings (herein so-called) and all other improvements located on the Property
or on property subsequently acquired by Landlord and incorporated into the
Project, and the Common Areas described in Section 4.05A. Tenant's Premises
(herein so-called) shall be located on the Property in the 204,549 square foot
portion of the Building at 2901 Trade Center Drive, Suite 200, Carrollton,
Texas 75007, shown on the floorplate attached hereto as Exhibit "A-1".

         SECTION 1.02. LEASE TERM. Three (3) years and five (5) months,
beginning on the Commencement Date provided in the Construction Agreement
(herein so-called) attached hereto as Exhibit "C," and ending on or about
February 14, 2006.

         SECTION 1.03. PERMITTED USES. (See Article 5) The Premises may be used
only for storage, warehousing and distribution of Tenant's decorative
accessories for home and office, as well as general office use and parking
related thereto. The Permitted Uses may be altered only in accordance with
Article 5 of this Lease.

         SECTION 1.04. TENANT'S GUARANTOR. (If none, so state) None

         SECTION 1.05. BROKERS. (See Article 14) (If none, so state)
"Landlord's Broker":   None.
"Tenant's Broker": Willis Realty Advisors represented by Thomas Willis

         SECTION 1.06. COMMISSIONS PAYABLE TO BROKERS. (See Article 14) (If
none, so state)

                  A.       To Landlord's Broker:   None
                  B.       To Tenant's Broker:     per separate agreement

         SECTION 1.07. INITIAL SECURITY DEPOSIT. (See Section 3.02) None.

         SECTION 1.08. VEHICLE PARKING SPACES ALLOCATED TO TENANT. (See
Section 4.05) 84 spaces

         SECTION 1.09. RENT AND OTHER CHARGES PAYABLE BY TENANT.

                  A.       BASE RENT. Seven Hundred Nine Thousand Seven Hundred
Eighty Five and No/100ths Dollars ($709,785.00) per annum, payable in monthly
installments of Fifty Nine Thousand One Hundred Forty Eight and 75/100ths
Dollars ($59,148.75) per month for the months 6-41 of the Lease Term, as
provided in accordance with Section 3.01. Notwithstanding any other provision
herein, all Base Rent shall be abated for months 1-5 of the Lease Term, subject
to recapture by Landlord as provided in Section 10.03A in the event of a
Default by Tenant under this Lease.

                  B.      ITEMS OF ADDITIONAL RENT. Tenant's Pro Rata Share of:
(i) Real property taxes (See Section 4.02); (ii) commonly metered Utilities
(See Section 4.03); (iii) Insurance Premiums (See Section 4.04); and (iv)
Common Area Costs and Property Maintenance Costs (See Section 4.05); plus 100%
of the costs of separately metered utilities and Maintenance, Repairs and
Alterations of the Premises to the extent provided in Article 6. Tenant's
initial Pro Rata Share is 80.93%.

                  C.       RENT. The term "Rent" shall mean Base Rent and
Additional Rent.

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         SECTION 1.10. RIDERS. The following Riders are attached to and made a
part of this Lease: (If none, so state) _______ RIDER 1 - Renewal Option
________________________________________________________________________________
________________________________________________________________________________


         SECTION 1.11. EXHIBITS. The following Exhibits "A" through"H" are
attached to and made a part of this Lease:

<TABLE>
<CAPTION>
         Exhibit          Lease Section                   Description
         -------          -------------                   -----------
         <S>              <C>                             <C>
         A                    1.01                               Property
         A-1                  1.01                               Floor Plate
         B                    1.01                               Site Plan of Project
         C                    2.02                               Construction Agreement
         C-1                  Ex. C                              Preliminary Plans & Outline Specifications
         D                    5.03B.                             Permitted Hazardous Materials - None
         E                    11.02                              Subordination, Nondisturbance and Attornment Agreement
         F                    11.05A.                            Estoppel Certificate
         G                    4.05B                              Rules & Regulations
         H                    5.04                               Signage Criteria
</TABLE>

ARTICLE 2.   LEASE TERM

         SECTION 2.01.  LEASE OF PREMISES FOR LEASE TERM. Landlord leases the
Premises to Tenant and Tenant leases the Premises from Landlord for the Lease
Term and for any renewal term(s) the option for which is exercised by Tenant
pursuant to the Renewal Option Rider (if any) described in Section 1.10. The
Lease Term is for the period stated in Section 1.02 above and shall begin on
the date specified in Section 1.02 above, unless the beginning of the Lease
Term is changed under any provision of this Lease. The "Commencement Date"
shall be the date specified in Section 1.02 above for the beginning of the
Lease Term, unless advanced or delayed under any provision of this Lease.

         SECTION 2.02.  CONSTRUCTION OF TENANT IMPROVEMENTS. Landlord will
construct or cause to be constructed the Tenant Improvements in the Premises in
accordance with the terms of Exhibit "C".

         SECTION 2.03.  EARLY OCCUPANCY. If Tenant occupies the Premises prior
to the Commencement Date as permitted by Exhibit "C," Tenant's occupancy of the
Premises shall be subject to all of the provisions of this Lease. Early
occupancy of the Premises shall not advance the expiration date of this Lease.
Tenant shall not pay rent for the early occupancy period.

         SECTION 2.04.  COMMENCEMENT DATE. The Commencement Date shall be
September 16, 2002, as described in Exhibit "C." Landlord shall not be liable
to Tenant if Landlord does not deliver possession of the Premises to Tenant on
the Target Date (as defined in Exhibit "C"). Landlord's nondelivery of the
Premises to Tenant on that date shall not affect this Lease or the obligations
of Tenant under this Lease except to the extent expressly provided in Exhibit
"C" with respect to extension of the Commencement Date under certain
circumstances. Following the Commencement Date, Tenant shall execute an
amendment to this Lease setting forth the actual Commencement Date and
expiration date of the Lease. Failure to execute such amendment shall not
affect the actual Commencement Date and expiration date of the Lease as
determined in accordance with the terms of Exhibit "C".

         SECTION 2.05.  HOLDING OVER. Tenant shall vacate the Premises upon the
expiration or earlier termination of this Lease. Tenant shall reimburse
Landlord for and indemnify Landlord against all damages which Landlord incurs
from Tenant's delay in vacating the Premises; such damages to include, without
limitation, an amount equal to the sum of (i) one hundred fifty percent (150%)
of the amount of the Rent for the entire holdover period, plus (ii) all
reasonable attorneys' fees and other expenses incurred by Landlord in enforcing
its rights under this Lease. If Tenant does not vacate the Premises upon the
expiration or earlier termination of the Lease and Landlord thereafter accepts
Rent from Tenant, Tenant's occupancy of the Premises shall be a
"month-to-month" tenancy, subject to all of the terms of this Lease consistent
with a month-to-month tenancy, except that Rent then in effect shall be
increased to one hundred fifty percent (150%) of the amount of the Rent.

ARTICLE 3.   BASE RENT

        SECTION 3.01.  TIME AND MANNER OF PAYMENT. Upon execution of this
Lease, Tenant shall pay Landlord the Base Rent in the amount stated in Section
1.09A above for the sixth (6th) month of the Lease Term. On the first day of
the seventh (7th) month of the Lease Term and each month thereafter, the Base
Rent shall be due and payable, and Tenant shall pay Landlord the Base Rent, in
advance, on each such due date, without offset, deduction or prior demand. The
Base Rent shall be payable at Landlord's address or at such other place as
Landlord may designate in writing.

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         SECTION 3.02. INTENTIONALLY DELETED.

         SECTION 3.03.     TERMINATION; ADVANCE PAYMENTS. Upon termination of
this Lease under Article 7 (Damage or Destruction), Article 8 (Condemnation) or
any other termination not resulting from Tenant's default and after Tenant has
vacated the Premises in the manner required by this Lease, Landlord shall refund
within thirty (30) days or credit to Tenant (or Tenant's successor) any advance
rent or other advance payments made by Tenant to Landlord, and any amounts paid
for real property taxes and other reserves which apply to any time periods after
termination of the Lease.

ARTICLE 4.   OTHER CHARGES PAYABLE BY TENANT

         SECTION 4.01. ADDITIONAL RENT. All charges payable by Tenant other than
Base Rent are called "Additional Rent." Unless this Lease provides otherwise,
Tenant shall pay all Additional Rent then due with the next monthly installment
of Base Rent.

         SECTION 4.02.  PROPERTY TAXES.

                  A.  REAL PROPERTY TAXES. Tenant shall pay Landlord for
Landlord's estimate of Tenant's Pro Rata Share of all real property taxes on
the Property (including any fees, taxes or assessments against, or as a result
of, any Tenant Improvements installed on the Property by or for the benefit of
Tenant) during the Lease Term. Such payments shall be made on a monthly basis
in accordance with Section 4.06, below. Landlord shall pay such taxes prior to
delinquency provided Tenant has timely made such payments to Landlord. Any
penalty caused by Tenant's failure to timely make such payments shall also be
Additional Rent owed by Tenant immediately upon demand.

                  B.  DEFINITION OF "REAL PROPERTY TAX."  "Real property tax"
means: (i) any fee, license fee, license tax, business license fee, commercial
rental tax, levy, charge, assessment, penalty or tax imposed by any taxing
authority against the Property; (ii) any tax on the Landlord's right to
receive, or the receipt of, rent or income from the Property or against
Landlord's business of leasing the Property; (iii) any tax or charge for fire
protection, streets, sidewalks, road maintenance, refuse or other services
provided to the Property by any governmental agency; (iv) any transfer tax
imposed upon this transaction or based upon a re-assessment of the Property due
to a change of ownership, as defined by applicable law, or other transfer of
all or part of Landlord's interest in the Property; and (v) any charge or fee
replacing any tax previously included within the definition of real property
tax. "Real property tax" does not, however, include Landlord' federal or state
income, franchise, inheritance or estate taxes.

                  C.  PERSONAL PROPERTY TAXES.

                      (1) Tenant shall pay all taxes charged against trade
fixtures, furnishings, equipment, inventory, or any other personal property
belonging to Tenant. Tenant shall render its personal property for taxation
separately from the Premises.

                      (2) If any of Tenant's personal property is taxed with the
Property, Tenant shall pay Landlord the taxes for the personal property within
fifteen (15) days after Tenant receives a written statement from Landlord for
such personal property taxes.

         SECTION 4.03. UTILITIES. Tenant shall pay, directly to the appropriate
supplier, the cost of all natural gas, heat, light, power, sewer service,
telephone, water, refuse disposal and other utilities and services supplied to
the Premises. However, if any services or utilities are jointly metered or
shared with other premises, Landlord shall make a reasonable determination of
Tenant's proportionate share of the cost of such utilities and services and
Tenant shall pay such share to Landlord in accordance with the terms of Section
4.06. Alternatively, Landlord may require Tenant to contract for Tenant's own
rubbish collection.

         SECTION 4.04.  INSURANCE POLICIES.

                  A.  LIABILITY INSURANCE. During the Lease Term, Tenant shall
maintain a policy of commercial general liability insurance (sometimes known as
broad form comprehensive general liability insurance) insuring Tenant against
liability for bodily injury, Premises damage (including both pollution and loss
of use of Premises) and personal injury arising out of the operation, use or
occupancy of the Premises, and Common Areas. Tenant shall name Landlord as an
additional insured under such policy as their respective interests appear. The
initial amount of such insurance shall be One Million Dollars ($1,000,000) per
occurrence and shall be subject to periodic reasonable increase based upon
inflation, increased liability awards, recommendation of Landlord's
professional insurance advisers and other relevant factors. The liability
insurance obtained by Tenant under this Section 4.04A shall be primary and
non-contributing and contain cross endorsements. The amount and coverage of
such insurance shall not limit Tenant's liability nor relieve the Tenant of any
other obligation under this Lease. Landlord may also obtain comprehensive
public liability insurance in an amount and with coverage determined by
Landlord insuring Landlord against liability arising out of ownership,
operation, use or occupancy of the Premises. The policy obtained by Landlord
shall not be contributory and shall not provide primary insurance. Tenant shall
be liable for the payment of any deductible amount under Tenant's insurance
policies maintained pursuant to this Section 4.04A.

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                  B.  BUILDING AND RENTAL INCOME INSURANCE. During the Lease
Term, Landlord shall maintain policies of insurance covering loss of or damage
to the Premises in the full amount of its replacement value. Such policy shall
contain an Inflation Guard Endorsement and shall provide protection against all
perils included within the classification of fire, extended coverage,
vandalism, malicious mischief, special extended perils (all risk), sprinkler
leakage and any other perils which Landlord deems reasonably necessary.
Landlord shall have the right to obtain flood and earthquake insurance if
required by any lender holding a security interest in the Property. Landlord
shall not obtain insurance for Tenant's fixtures or equipment or building
improvements installed by Tenant, or Tenant's personal property, on the
Premises. During the Lease Term, Landlord shall also maintain a rental income
insurance policy, with loss payable to Landlord, in an amount equal to one
year's Base Rent, plus estimated real property taxes and insurance premiums.
Tenant shall be liable for Tenant's Pro Rata Share of the payment of any
deductible amount under Landlord's or Tenant's insurance policies maintained
pursuant to this Section 4.04B, in an amount not to exceed Ten Thousand Dollars
($10,000), except that the deductible on flood and earthquake insurance (if
any) shall be One Hundred Thousand Dollars ($100,000). Tenant shall not do or
permit anything to be done which invalidates any such insurance policies.

                  C.  PAYMENT OF PREMIUMS. Tenant shall pay all premiums for
the insurance policies described in Sections 4.04A. Tenant shall pay Landlord
on the terms provided in Section 4.06 Tenant's Pro Rata Share of the premium
cost of insurance policies obtained by Landlord pursuant to Section 4.04B,
except Landlord shall pay all premiums for non-primary comprehensive public
liability insurance which Landlord elects to obtain as provided in Section
4.04A and the costs thereof shall not be included in the premium costs
reimbursable by Tenant to Landlord. If insurance policies maintained by
Landlord cover improvements on real property other than the Property, Landlord
shall deliver to Tenant a statement of the allocation of premium applicable to
the Premises showing in reasonable detail how Tenant's share of the premium was
computed. Before the Commencement Date, Tenant shall deliver to Landlord a copy
of any policy of insurance which Tenant is required to maintain under this
Section 4.04. At least thirty (30) days prior to the expiration of any such
policy, Tenant shall deliver to Landlord a renewal of such policy. As an
alternative to providing a policy of insurance, Tenant shall have the right to
provide Landlord a certificate of insurance, executed by an authorized officer
of the insurance company, showing that the insurance which Tenant is required
to maintain under this Section 4.04 is in full force and effect and containing
such other information which Landlord reasonably requires.

                  D.  GENERAL INSURANCE PROVISIONS.

                      (1) NOTICE. any insurance which tenant is required to
maintain under this Lease shall include a provision which requires the insurance
carrier to give Landlord not less than thirty (30) days' written notice prior to
any cancellation or modification of such coverage.

                      (2) LANDLORD'S REMEDY. If Tenant fails to deliver any
policy, certificate or renewal to Landlord required under this lease within the
prescribed time period or if any such policy is canceled or modified during the
Lease Term without Landlord's consent, Landlord may obtain such insurance, in
which case Tenant shall reimburse Landlord for its cost of such insurance
(including the deductible thereon, if applicable) within fifteen (15) days
after receipt of a statement that indicates the cost of such insurance.

                      (3) CARRIER CREDIT RATING. Tenant shall maintain all
insurance required under this Lease with companies holding a "General Policy
Rating" of A-9 or better, as set forth in the most current issue of "Best Key
Rating Guide". Landlord and Tenant acknowledge the insurance markets are
subject to change and that insurance in the form and amounts described in this
Section 4.04 may not be available in the future. Tenant acknowledges that the
insurance described in this Section 4.04 is for the primary benefit of
Landlord. If at any time during the Lease Term, Tenant is unable to maintain
the insurance required under the Lease, Tenant shall nevertheless maintain
insurance coverage which is customary and commercially reasonable in the
insurance industry for Tenant's type of business, as that coverage may change
from time to time. Landlord makes no representation as to the adequacy of such
insurance required under Section 4.04 to protect Landlord or Tenant's interest.
Therefore, Tenant shall obtain any such additional property insurance (for
Tenant's fixtures or contents) or liability insurance which Tenant deems
necessary to protect Landlord and Tenant.

                      (4) WAIVER OF SUBROGATION. Unless prohibited under any
applicable insurance policies maintained, Landlord and Tenant each hereby waive
any and all rights of recovery against the other, or against the officers,
employees, agents or representatives of the other, for loss of or damage to the
Premises or the Property or the property of others under either party's control,
if such loss or damage is covered by any insurance policy in force (whether or
not described in this Lease) at the time of such loss or damage. Upon obtaining
the required policies of insurance, Landlord and Tenant shall give notice to the
insurance carriers of this mutual waiver of subrogation.

         SECTION 4.05.  COMMON AREAS; USE, MAINTENANCE AND COSTS.

                  A.  COMMON AREAS. As used in this Lease, "Common Areas" shall
mean all areas within the Project which are available for the common use of
tenants of the Project pursuant to applicable common access easements or other
restrictions binding on owners of land within the Project, and which are not
leased or held for the exclusive use of Tenant or other tenants, including, but
not limited to, driveways, landscaped, drainage and planted areas as shown on
Exhibits "A-1" and "B," and Project monument signage. Any portion of the
Common Areas located on the Property are subject to certain maintenance and
repair obligations pursuant to recorded restrictions, the duty and cost of
performance shall be subject to Sections 4.05D and 6.03 of this Lease.
Landlord, from time to time, may create Common Areas by recordation of a
declaration of covenants, conditions, and restrictions for the Project, or may
change the size, location, nature and use of any of the Common Areas, convert
Common Areas into leasable areas, construct additional parking facilities
(including parking structures) in the Common Areas, and increase or decrease
Common Area land and/or facilities.

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                  B.  USE OF COMMON AREAS; RULES AND REGULATIONS. Tenant shall
have the nonexclusive right (in common with other tenants and all others to
whom Landlord has granted or may grant such rights) to use the Common Areas for
the purposes intended, subject to recorded restrictions and conditions and to
such reasonable rules and regulations as Landlord may establish from time to
time. Tenant shall abide by such rules and regulations and shall use its best
effort to cause others who use the Common areas with Tenant's express or
implied permission to abide by Landlord's rules and regulations. At any time,
Landlord may close any Common Areas to perform any acts in the Common Areas as,
in Landlord's judgment, are desirable to improve the Project. Tenant shall not
interfere with the rights of Landlord, other tenants or any other person
entitled to use the Common Areas.

                  C.  VEHICLE PARKING. Tenant shall be entitled to use the
number of vehicle parking spaces in the Property allocated to Tenant in Section
1.08 of the Lease without paying any additional rent. Tenant's parking shall
not be reserved and shall be limited to vehicles no larger than standard size
automobiles or pickup utility vehicles. Temporary parking of large delivery
vehicles in the Project may be permitted at loading dock stalls serving
Tenant's Premises by the rules and regulations established by Landlord.
Vehicles shall be parked only in striped parking spaces and not in driveways,
loading areas or other locations not specifically designated for parking, or as
otherwise approved by Landlord. If Tenant or Tenant's employees, invitees, and
licensees repeatedly park more vehicles in the parking area than the number set
forth in Section 1.08 of this Lease, such conduct shall be a material breach of
this Lease. In addition to Landlord's other remedies under the Lease, Tenant
shall pay a daily charge determined by Landlord for each such additional
vehicle.

                  D.  COMMON AREA COSTS. Tenant shall pay Landlord for
Landlord's estimate of all Common Area Costs, as defined in this subparagraph,
during the Lease Term. Such payments shall be made on a monthly basis in
accordance with Section 4.06, below. All costs incurred by Landlord for the
operation and maintenance of the Common Areas located on the Property, or for
maintenance of which the owner of the Property is or shall be liable to
contribute pursuant to applicable recorded restrictions, are herein referred to
as "Common Area Costs." Common Area Costs include, but are not limited to,
costs and expenses for paving maintenance for the private common drive
providing access to the Premises from various public streets; Project monument
signage and landscaping; all real property taxes and assessments levied on or
attributable to the Common Areas and all Common Area improvements; all personal
property taxes levied on or attributable to personal property used in
connection with the Common Areas; straight-line depreciation on personal
property owned by Landlord which is consumed in the operation or maintenance of
the Common Areas; rental or lease payments paid by Landlord for rented or
leased personal property used in the operation or maintenance of the Common
Areas; fees for required licenses and permits; repairing, resurfacing,
repaving, maintaining, painting, lighting, cleaning, refuse removal, security
and similar items; reserves for roof replacement, exterior painting and other
appropriate reserves; and a reasonable allowance to Landlord for Landlord's
supervision of the Common Areas (not to exceed two percent (2%) of the Base
Rents of the Premises for the calendar year). Landlord may cause any or all of
such services to be provided by third parties and the cost of such services
shall be included in Common Area Costs. Common Area Costs shall not include
interest on debt, capital retirement of debt or depreciation of real property
which forms part of the Common Areas.

                  E.  PROPERTY MAINTENANCE COSTS. Tenant shall pay Landlord for
Landlord's estimate of all Property Maintenance Costs, as defined in this
subparagraph, during the Lease Term. Such payments shall be made on a monthly
basis in accordance with Section 4.06, below. All costs incurred by Landlord
for the repair and maintenance of the portions of the Property for which
Landlord is responsible under this Lease are herein referred to as "Property
Maintenance Costs." Property Maintenance Costs include, but are not limited to,
costs and expenses for the following: landscape maintenance; premiums for
Landlord's worker's compensation insurance premiums pertaining to employees
engaged in Property maintenance; all personal property taxes levied on or
attributable to personal property used in connection with the Property, or an
allocable share of such taxes for personal property utilized by Landlord in
connection with Property maintenance; straight-line depreciation on personal
property owned by Landlord which is consumed in the operation or maintenance of
the Property; rental or lease payments paid by Landlord for rented or leased
personal property used in the operation or maintenance of the Property; fees
for required licenses and permits; repairing, resurfacing, repaving,
maintaining, painting, lighting, cleaning, refuse removal, security and similar
items for the Property; reserves for exterior painting and other appropriate
reserves. Landlord may cause any or all of such services to be provided by
third parties and the cost of such services shall be included in Property
Maintenance Costs.

         SECTION 4.06. PAYMENT OF ADDITIONAL RENT. During the Lease Term,
Landlord shall estimate in advance and notify Tenant of estimated Common Area
Costs, all real property taxes for which Tenant is liable under Section 4.02 of
the Lease, all insurance premiums for which Tenant is liable under Section 4.04
of the Lease, all Property Maintenance Costs, and all other Additional Rent
payable by Tenant hereunder, including, but not limited to, any related sales
tax thereon. Tenant shall pay Landlord Tenant's Pro Rata Share of such
estimated Common Area Costs, real property taxes, insurance premiums, Property
Maintenance Costs, and all other items of Additional Rent (prorated for any
fractional month) on a monthly basis, at the same time Base Rent shall be due,
subject to the terms set forth in this Section. Tenant's Pro Rata Share shall
be calculated by dividing the square foot area of the Premises, as set forth in
Section 1.01 of the Lease, by the aggregate square foot area of the Building
which is leased or held for lease by tenants, as of the date on which the
computation is made. Tenant's Initial Pro Rata Share is set out in Section
1.09B. Landlord may adjust Landlord's estimates of any item of Additional Rent
at any time based upon Landlord's reasonable anticipation of costs to be
incurred, and Tenant's Pro Rata Share of such costs shall be adjusted as a
change in the area of the Premises or the building in which the Premises are
located may occur. Such adjustments shall be effective as of the next rent
payment date after notice of adjustment is given to Tenant. At Landlord's

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election, statements of Additional Rent may be delivered monthly on or before
the first day of each calendar month. Within sixty (60) days after the end of
each calendar year of the Lease Term, Landlord shall deliver to Tenant a
statement setting forth, in reasonable detail, the Common Area Costs and
Property Maintenance Costs paid or incurred by Landlord during, or attributable
to, the preceding calendar year and Tenant's Pro Rata Share (adjusted, if
necessary, to reflect the extent to which the Lease Term fell in such calendar
year). Upon receipt of such statement, there shall be an adjustment between
Landlord and Tenant, with payment to or credit given by Landlord (as the case
may be) so that Landlord shall receive the entire amount of Tenant's share of
such costs and expenses for such period and Tenant shall receive a credit, if
indicated, against subsequent installments of Rent.

         SECTION 4.07.  AUDIT RIGHTS. No more than once per year with respect
to each calendar year during the term of this Lease, Tenant may, at its own
cost and expense, cause an audit of Landlord's books and records to determine
the accuracy of Landlord's Common Area Costs, Property Maintenance Costs, and
other charges under the Lease for such calendar year, provided notice of
Tenant's intention to perform such audit is given to Landlord and such audit is
commenced within 120 days after Tenant has received Landlord's annual
accounting of Common Area Costs, Property Maintenance Costs, and other charges
for such calendar year. If such audit reveals that the actual expenses for any
given year were less than the amount that Tenant paid for such Common Area
Costs, Property Maintenance Costs, and other charges and other charges for any
such year, then Landlord shall pay to Tenant the excess within sixty (60) days
of the determination of the overpayment. If the audit reveals that Tenant
underpaid for such Common Area Costs, Property Maintenance Costs, and other
charges, then Tenant shall pay the amount due. If such audit reveals that
Landlord overcharged Tenant for such expenses by ten percent (10%) or more
during the twelve months prior to the audit, then Landlord shall pay the cost
of the audit.

ARTICLE 5.   USE OF PREMISES

         SECTION 5.01.  PERMITTED USES. Tenant may use the Premises only for
the Permitted Uses set forth in Section 1.03 above.

         SECTION 5.02.  MANNER OF USE. Tenant shall not cause or permit the
Premises to be used in any way which constitutes a violation of any law,
ordinance, or governmental regulation or order, which unreasonably annoys or
unreasonably interferes with the rights of tenants of the Project, or which
constitutes a nuisance or waste. Tenant shall obtain and pay for all permits
(other than a certificate of occupancy for the Premises, which Landlord shall
apply for, as provided in Exhibit "C") required for Tenant's occupancy of the
Premises and Tenant shall immediately take all actions necessary to comply with
all applicable statues, ordinances, rules, regulations, orders and requirements
regulating the use by Tenant of the Premises, including the Occupational Safety
and Health Act.

         SECTION 5.03.  HAZARDOUS MATERIALS

                   (1)  DEFINITIONS.

                        (a)  "Hazardous material" means any substance the
presence of which requires notice to any Governmental Agency or investigation
or remediation pursuant to any Environmental Requirement, or is or becomes
regulated by any Governmental Agency, or the presence of which on the Premises
causes or threatens to cause a nuisance or trespass or to otherwise create the
reasonable prospect of the assertion of a claim against the owner of the
Property for Environmental Damages.

                        (b)  "Environmental requirements" means all applicable
present and future statutes, regulations, rules, ordinances, codes, licenses,
permits, orders, approvals, plans, authorizations, concessions, franchises, and
similar items (including, but not limited to those pertaining to reporting,
licensing, permitting, investigation and remediation), of all Governmental
Agencies; and all applicable judicial, administrative, and regulatory decrees,
judgments, and orders relating to the protection of human health or the
environment.

                        (c)  "Environmental damages" means all claims,
judgments, damages, losses, penalties, fines, liabilities (including strict
liability), encumbrances, liens, costs, and expenses (including the expense of
investigation and defense of any claim, whether or not such claim is ultimately
defeated, or the amount of any good faith settlement or judgment arising from
any such claim) of whatever kind or nature, contingent or otherwise, matured or
unmatured, foreseeable or unforeseeable (including without limitation reasonably
attorneys' fees and disbursements and consultants' fees) any of which are
incurred at any time as a result of the existence of Hazardous Material upon,
about, or beneath the Premises or migrating or threatening to migrate to or from
the Premises, or the existence of a violation of Environmental Requirements
pertaining to the Premises and the activities thereon, regardless of whether the
existence of such Hazardous Material or the violation of Environmental
Requirements arose prior to the present ownership or operation of the Premises.

                        (d)  "Governmental agency" means all governmental
agencies, departments, commission, boards, bureaus or instrumentalities of the
United States, states, counties, cities and political subdivisions thereof.

                        (e)  The "Tenant group" means tenant, Tenant's
successors, assignees, guarantors, officers, directors, agents, employees,
invitees, permittees or other parties under the supervision or control of Tenant
or entering the Premises during the term of this Lease with the permission or
knowledge of Tenant other than Landlord or its agents or employees.

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                           (2) PROHIBITIONS. Other than normal quantities of
general office supplies and except as specified on Exhibit "D" attached hereto,
Tenant shall not cause, permit or suffer any Hazardous Material to be brought
upon, treated, kept, stored, disposed of, discharged, released, produced,
manufactured, generated, refined or used upon, about or beneath the Premises by
The Tenant Group, or any other person without the prior written consent of
Landlord. From time to time during the term of this Lease, Tenant may request
Landlord's approval of Tenant's use of other Hazardous Materials, which
approval may be withheld in Landlord's sole discretion. Tenant shall, prior to
the Commencement Date, provide to Landlord for those Hazardous Materials (if
any) described on Exhibit "D" a description of handling, storage, use and
disposal procedures, and (b) all "community right to know" plans or disclosures
and/or emergency response plans which Tenant is required to supply to local
governmental agencies pursuant to any Environmental Requirements. Tenant shall
not cause, permit or suffer the existence or the commission by The Tenant
Group, or by any other person, of a violation of any Environmental Requirements
upon, about or beneath the Premises. Tenant shall not install, operate or
maintain any above or below grade tank, sump, or pit or install any treatment
vessel or device on the Premises without Landlord's prior written consent.
On-site maintenance or repair of hydraulic equipment, loading vehicles, or
highway vehicles shall not be performed in the Premises or anywhere in the
Project, including the Common Areas.

                           (3) INDEMNITY.  Tenant, its successors, assigns and
guarantors, agree to indemnify, defend, reimburse and hold harmless Landlord,
any other person who acquires all or a portion of the Property in any manner
(including purchase at a foreclosure sale) or who becomes entitled to exercise
the rights and remedies of Landlord under this Lease, and the directors,
officers, shareholders, employees, partners, agents, contractors,
subcontractors, experts, licensees, affiliates, lessees, mortgagees, trustees,
heirs, devisees, successors, assigns and invitees of such persons, from and
against any and all Environmental Damages which exist as a result of the
activities or negligence of The Tenant Group or which exist as a result of the
breach of any warranty or covenant or the inaccuracy of any representation of
Tenant contained in this Lease, or resulting from Tenant's remediation of the
Property or failure to meet its remediation obligations contained in this
Lease. Landlord shall have the right but not the obligation to join and
participate in, and control, if it so elects, any legal proceedings or actions
initiated in connection with Tenant's activities. Landlord may also negotiate,
defend, approve and appeal any action taken or issued by any applicable
governmental authority with regard to contamination of the Premises by a
Hazardous Material. This indemnification is for Environmental Damages caused
by the Tenant Group, and does not include conditions existing prior to Tenant's
possession of the Premises.

                           (4) PRIOR INSPECTIONS. The obligations of Tenant
under this Section shall not be affected by any investigation by or on behalf
of Landlord, or by any information which Landlord may have or obtain with
respect thereto.

                           (5) OBLIGATION TO REMEDIATE. In addition to the
obligation of Tenant to indemnify Landlord pursuant to this Lease, Tenant
shall, upon approval and demand of Landlord, at its sole cost and expense and
using contractors approved by Landlord, immediately take all actions to
remediate the Property which are required by any Governmental Agency, or which
are reasonably necessary to mitigate Environmental Damages or to allow full
economic use of the Property, which remediation is necessitated from the
presence upon, about or beneath the Property, at any time during or upon
termination of this Lease, of a Hazardous Material or a violation of
Environmental Requirements existing as a result of the activities or negligence
of the Tenant Group. Tenant shall take all actions necessary to restore the
Property to the condition existing prior to the introduction of Hazardous
Material upon, about or beneath the Property, notwithstanding any lesser
standard of remediation allowable under applicable law or governmental
policies. This obligation to remediate is for Environmental Damages caused by
the Tenant Group, and does not include Environmental Damages existing prior to
Tenant's possession of the Premises.

                           (6) RIGHT TO INSPECT. Landlord shall have the right,
upon reasonable notice (unless there exists reasonable cause for Landlord to
suspect an ongoing violation of Environmental Requirements), at reasonable
times so as not to interfere with the business of Tenant, and provided that
Tenant shall have the right to be present, to enter and conduct an inspection
of the Premises, including invasive tests, at any reasonable time to determine
whether Tenant is complying with the terms of the Lease, including but not
limited to the compliance of the Premises and the activities thereon with
Environmental Requirements and the existence of Environmental Damages as a
result of the condition of the Premises or surrounding properties and
activities thereon. The cost of the Landlord's investigation shall be paid by
Landlord unless such investigation discloses a violation of any Environmental
Requirement by The Tenant Group or the existence of a Hazardous Material on the
Premises or any other premises caused by the activities or negligence of The
Tenant Group (other than Hazardous Materials used in compliance with all
Environmental Requirements and previously approved by Landlord), in which case
Tenant shall pay such cost. Tenant hereby grants to Landlord, and the agents,
employees, consultants and contractors of Landlord the right to enter the
Premises and to perform such tests on the Premises as are reasonably necessary
to conduct such reviews and investigations. Landlord shall use its best efforts
to minimize interference with the business of Tenant in the conduct of such
reviews and investigations.

                           (7) NOTIFICATION OF CLAIMS OR CONDITIONS. If Tenant
shall become aware of or receive notice or other communication concerning any
actual, alleged, suspected or threatened violation of Environmental
Requirements, or liability of Tenant for Environmental Damages in connection
with the Property or Premises or past or present activities of any person
thereon, then Tenant shall immediately notify Landlord and furnish a reasonably
detailed description of such condition. Receipt of such notice shall not be
deemed to create any obligation on the part of Landlord to defend or otherwise
respond to any such notification.

         SECTION 5.04.  SIGNS AND AUCTIONS. Tenant shall not place any signs on
the Premises without Landlord's prior written consent, and such sign shall be
in conformance with signage criteria as outlined in Exhibit "H". A charge of
$50.00 per day per sign, billboard, or other advertisement will be assessed
against Tenant if Tenant fails to obtain the required consent. Tenant shall not
conduct or permit any auctions or sheriff's sales at the Premises.

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         SECTION 5.05.  TENANT'S INDEMNITY. In addition to, and not in
limitation of or substitution for the indemnity by Tenant in Section 5.03C,
Tenant shall indemnify Landlord against and hold Landlord harmless from any and
all costs, claims or liability arising from: (a) Tenant's use of the Premises;
(b) the conduct of Tenant's business or anything else done or permitted by
Tenant to be done in or about the Premises; (c) any breach or default in the
performance of Tenant's obligations under this lease; (d) any misrepresentation
or breach of warranty by Tenant under this Lease; or (e) other acts or
omissions of Tenant. Tenant shall defend Landlord against any such cost, claim
or liability at Tenant's expense with counsel reasonably acceptable to Landlord
or, at Landlord's election, Tenant shall reimburse Landlord for any legal fees
or costs incurred by Landlord in connection with any such claim. AS A MATERIAL
PART OF THE CONSIDERATION TO LANDLORD, TENANT ASSUMES ALL RISK OF DAMAGE TO
PREMISES OR INJURY TO PERSONS IN OR ABOUT THE PREMISES ARISING FROM ANY CAUSE,
AND TENANT HEREBY WAIVES ALL CLAIMS IN RESPECT THEREOF AGAINST LANDLORD, EXCEPT
FOR ANY CLAIM ARISING OUT OF LANDLORD'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.
AS USED IN THIS SECTION, THE TERM "TENANT" SHALL INCLUDE TENANT'S EMPLOYEES,
AGENTS, CONTRACTORS AND INVITEES, IF APPLICABLE.

         SECTION 5.06.  LANDLORD'S INDEMNITY. Subject to the terms of Section
6.02 of this Lease, so long as no default shall occur or be continuing,
Landlord shall indemnify Tenant against, and hold Tenant harmless from any and
all costs, claims, or liability arising from Landlord's operation or
maintenance of the Common Areas or Landlord's gross negligence or willful
misconduct.

         SECTION 5.07.  LANDLORD'S ACCESS. Landlord or its agents may enter the
Premises at all reasonable times upon prior reasonable notice to Tenant to
verify that Tenant is in compliance with the terms of this Lease, as well as
for other purposes expressly permitted by the terms of this Lease, provided
that (i) Tenant shall have the right to be present during such entry by
Landlord or its agents, and (ii) Landlord shall use its best efforts to
minimize interference with the business of Tenant.

         SECTION 5.08.  QUIET POSSESSION. If Tenant pays the rent and complies
with all other terms of this Lease, Tenant may occupy and enjoy the Premises
for the full Lease Term, subject to the provisions of this Lease.

ARTICLE 6.   CONDITION OF PREMISES; MAINTENANCE, REPAIRS AND ALTERATIONS

         SECTION 6.01.  EXISTING CONDITIONS. TENANT ACCEPTS THE PREMISES,
COMMON AREAS AND SHELL CONDITIONS AT THE BUILDING IN THEIR CONDITION AS OF THE
EXECUTION OF THE LEASE, SUBJECT TO ALL RECORDED MATTERS, LAWS, ORDINANCES, AND
GOVERNMENTAL REGULATIONS AND ORDERS. EXCEPT AS PROVIDED HEREIN, TENANT
ACKNOWLEDGES THAT NEITHER LANDLORD NOR ANY AGENT OF LANDLORD HAS MADE ANY
REPRESENTATION AS TO THE CONDITION OF THE PREMISES OR THE SUITABILITY OF THE
PREMISES FOR TENANT'S INTENDED USE. TENANT REPRESENTS AND WARRANTS THAT TENANT
HAS MADE ITS OWN INSPECTION OF AND INQUIRY REGARDING THE CONDITION OF THE
PREMISES AND IS NOT RELYING ON ANY REPRESENTATIONS OF LANDLORD OR ANY BROKER
WITH RESPECT THERETO.

         SECTION 6.02.  EXEMPTION OF LANDLORD FROM LIABILITY. LANDLORD SHALL
NOT BE LIABLE FOR ANY DAMAGE OR INJURY TO THE PERSON, BUSINESS (OR ANY LOSS OF
INCOME THEREFROM), GOODS, WARES, MERCHANDISE OR OTHER PROPERTY OF TENANT,
TENANT'S EMPLOYEES, INVITEES, CUSTOMERS OR ANY OTHER PERSON IN OR ABOUT THE
PREMISES, WHETHER SUCH DAMAGE OR INJURY IS CAUSED BY OR RESULTS FROM, WITHOUT
LIMITATION: (A) FIRE, STEAM, ELECTRICITY, WATER, GAS OR RAIN; (B) THE BREAKAGE,
LEAKAGE, OBSTRUCTION OR OTHER DEFECTS OF PIPES, SPRINKLERS, WIRES, APPLIANCES,
PLUMBING, AIR CONDITIONING OR LIGHTING FIXTURES OR ANY OTHER CAUSE; (C)
CONDITIONS ARISING IN OR ABOUT THE PREMISES OR UPON OTHER PORTIONS OF THE
PROJECT, OR FROM OTHER SOURCES OR PLACES; OR (D) ANY ACT OR OMISSION OF ANY
OTHER TENANT OF THE PROJECT. LANDLORD SHALL NOT BE LIABLE FOR ANY SUCH DAMAGE
OR INJURY EVEN THOUGH THE CAUSE OF OR THE MEANS OF REPAIRING SUCH DAMAGE OR
INJURY ARE NOT ACCESSIBLE TO TENANT. THE PROVISIONS OF THIS SECTION 6.02 SHALL
NOT, HOWEVER, EXEMPT LANDLORD FROM LIABILITY FOR LANDLORD'S GROSS NEGLIGENCE OR
WILLFUL MISCONDUCT.

         SECTION 6.03.  LANDLORD'S OBLIGATIONS.

                  A.  MAINTENANCE BY LANDLORD. Except as provided in Article 7
(Damage or Destruction) and Article 8 (Condemnation), Landlord shall keep the
following in good order, condition and repair: the foundation, exterior walls
and roof of the building in which the Premises are located (including painting
the exterior surface of the exterior walls of such building not more often than
once every five (5) years, if necessary); and all components of electrical,
mechanical, plumbing, heating, ventilating and air conditioning systems and
facilities located in the Premises which are concealed or used in common by
tenants of the Project. However, Landlord shall not be obligated to maintain or
repair windows, doors, plate glass or the interior surfaces of exterior walls.
Landlord shall maintain and repair the parking lot and maintain the landscaping
located on the Property, the cost of which items shall be Property Maintenance
Costs under Section 4.05E. Landlord shall contract for or require Tenant to
enter into a service contract on the Premises for the periodic inspection and
service of the heating, ventilation and air conditioning equipment. Landlord
shall make repairs under this Section 6.03 within a reasonable time after
receipt of written notice from Tenant of the need for such repairs.

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                  B.  COMMON AREA MAINTENANCE. Subject to Tenant's payment of
the charges therefor in accordance with Section 4.06, Landlord shall maintain
the Common Areas in good order, condition and repair and shall operate the
Property, in Landlord's sole discretion, as a first-class industrial/commercial
real property development. Maintenance of Common Areas may include, at
Landlord's discretion, gardening, tree trimming, replacement or repair of
landscaping, landscape irrigation systems, drainage areas and systems and
similar items. Such maintenance may also include sweeping and cleaning of
asphalt, concrete or other surfaces on the driveway, parking areas, yard areas,
loading areas or other paved or covered surfaces. In connection with Landlord's
obligations under this Article, Landlord may enter into a contract with one or
more contractors of Landlord's choice to provide those maintenance services
listed above which Landlord deems necessary to perform.

         SECTION 6.04.  TENANT'S OBLIGATIONS.

                  A.  MAINTENANCE BY TENANT. Except as provided in Section
6.03, Article 7 (Damage or Destruction) and Article 8 (Condemnation), Tenant
shall keep all portions of the Premises (including structural items within the
Premises, nonstructural items and components, systems and equipment) in good
order, condition and repair (including interior repainting and refinishing, as
needed). If any portion of the Premises or any system or equipment in the
Premises which Tenant is obligated to repair cannot be fully repaired or
restored, Tenant shall promptly replace such portion of the Premises or system
or equipment in the Premises, regardless of whether the benefit of such
replacement extends beyond the Lease Term; but if the benefit or useful life of
such replacement extends beyond the Lease Term (as such term may be extended by
exercise of any options), the useful life of such replacement shall be prorated
over the remaining portion of the Lease Term (as extended), and Tenant shall be
liable only for that portion of the cost which is applicable to the Lease Term
(as extended). Tenant will maintain temperature of Premises sufficient to avoid
freezing the sprinkler system. Tenant shall maintain a preventive maintenance
arrangement involving regular inspection and maintenance of the heating,
ventilation, and air conditioning system by a licensed contractor approved in
advance by the Landlord, unless Landlord maintains such equipment under Section
6.03 above. If any part of the Premises or the Project is damaged by any act or
omission of Tenant, Tenant shall pay Landlord the cost of repairing or
replacing such damaged property, whether or not Landlord would otherwise be
obligated to pay the cost of maintaining or repairing such property. It is the
intention of Landlord and Tenant that at all times Tenant shall maintain the
portions of the Property which Tenant is obligated to maintain in an
attractive, first-class and fully operative condition.

                  B.  LANDLORD REMEDY. Tenant shall fulfill all of Tenant's
obligations under this Section 6.04 at Tenant's sole expense. If Tenant fails
to maintain, repair or replace the Premises as required by this Section 6.04,
Landlord may, upon ten (10) days' prior notice to Tenant (except that no notice
shall be required in the case of an emergency), enter the Premises and perform
such maintenance or repair (including replacement, as needed) on behalf of
Tenant. In such case, Tenant shall reimburse Landlord for all costs incurred in
performing such maintenance or repair immediately upon demand.

                  C.  SECURITY SERVICES. Tenant, at Tenant's sole cost, may
contract for installation of security devices for the Premises from a reputable
contractor. Monitoring of such devices, if any, shall be performed by a
Security Contractor acceptable to Landlord, in Landlord's reasonable discretion.

                  D.  MECHANIC'S LIENS. Tenant will not permit any mechanic's
liens, or other liens, to be placed upon the Premises or the Project during the
Lease Term or any extension or renewal thereof, and in case of the filing of
any such lien, Tenant will immediately pay same. Tenant agrees to pay all
reasonable legal fees that might be incurred by Landlord because of any
mechanic's liens being placed upon the Premises, as a result of Tenant's
actions.

         SECTION 6.05.  ALTERATIONS, ADDITIONS, AND IMPROVEMENTS.

                  A.  NOTICE AND CONSENT. Tenant shall not make any
alterations, additions, or improvements to the Premises without Landlord's
prior written consent, except for non-structural alterations (excluding
penetrations of the roof or foundation liner) which do not exceed Twenty Five
Thousand Dollars ($25,000) in cost cumulatively over the Lease Term and which
are not visible from the outside of any building of which the Premises are
part. Landlord's approval of alterations, additions or improvements shall
include, when granted, direction on whether or not the improvements shall
remain or be removed at Lease expiration or earlier termination. Landlord may
require Tenant to provide demolition and/or lien and completion bonds in form
and amount satisfactory to Landlord. Tenant shall immediately remove any
alterations, additions, or improvements constructed in violation of this
Section 6.05A upon Landlord's written request. All alterations, additions, and
improvements shall be done in a good and workmanlike manner, in conformity with
all applicable laws and regulations, and by a contractor approved by Landlord.
Upon completion of any such work, Tenant shall provide Landlord with "as built"
plans, copies of all construction contracts, and proof of payment for all labor
and materials.

                  B.  PAYMENT.  Tenant shall pay when due all claims for labor
and material furnished to the Premises. Tenant shall give Landlord at least
ten (10) days' prior written notice of the commencement of any work on the
Premises, regardless of whether Landlord's consent to such work is required.

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         SECTION 6.06.  CONDITION UPON TERMINATION. Not later than the last day
of the Lease Term (or any renewals or extensions thereof), Tenant shall
surrender the Premises to Landlord, broom clean (with all keys in Tenant's
possession or control) and in the same condition as received except for
ordinary wear and tear which Tenant was not otherwise obligated to repair under
any provision of this Lease. However, Tenant shall not be obligated to repair
any damage which Landlord is required to repair under Article 7 (Damage or
Destruction). All alterations, additions and improvements, which are not
subject to removal hereunder, shall become Landlord's property and shall be
surrendered to Landlord upon the expiration or earlier termination of the
Lease, except that Tenant may remove any of Tenant's machinery, equipment or
fixtures which can be removed without material damage to the Premises. Tenant
shall repair, at Tenant's expense, any damage to the Premises caused by the
removal of any such machinery, equipment or fixtures. In no event, however,
shall Tenant remove any of the following (which shall be deemed Landlord's
property) without Landlord's prior written consent: any power wiring or power
panels; lighting or lighting fixtures; wall coverings; drapes, blinds or other
window coverings; carpets or other floor coverings; heaters, air conditioners
or any other heating or air conditioning equipment; fencing or security gates,
or other similar building operating equipment and decorations.

ARTICLE 7.   DAMAGE OR DESTRUCTION

         SECTION 7.01.  PARTIAL DAMAGE TO PREMISES.

                  A.  OCCURRENCE OF DAMAGE. Tenant shall notify Landlord in
writing immediately upon the occurrence of any damage to the Premises.

                  B.  RESTORATION.

                      (1) If the Premises are only partially damaged (i.e., less
than fifty percent (50%) of the Premises are untenantable as a result of such
damage or less than fifty percent (50%) of Tenant's operations are materially
impaired) and if the mortgagee of the Property (if any) shall permit the
proceeds received by Landlord from the insurance policies described in Section
4.04B to be applied to the necessary repairs, this Lease shall remain in effect
and Landlord shall repair the damage. In the event Landlord repairs the damage,
such repairs shall be substantially completed within 90 days from the date
Landlord is allowed by governmental authorities, the insurance companies, and
the mortgagee of the Property (if any) to enter the Premises for the purpose of
beginning repair of the damage.

                      (2) If the insurance proceeds received by Landlord are not
sufficient to pay the entire cost of repair, or if the cause of the damage is
not covered by the insurance policies which Landlord maintains under Section
4.04B, or if any mortgagee or beneficiary under a deed of trust encumbering the
Premises should require that proceeds payable as a result of said fire or
casualty be used to retire or reduce any debt secured by a deed of trust
encumbering the Premises, Landlord may elect either to (i) repair the damage
within 90 days from the date Landlord is allowed by governmental authorities,
the insurance companies, and the mortgagee of the Property (if any) to enter the
Premises for the purpose of beginning repair of the damage, in which case this
Lease shall remain in full force and effect, or (ii) terminate this Lease as of
the date the damage occurred. Landlord shall notify Tenant within thirty (30)
days after notice of the occurrence of the damage whether Landlord elects to
repair the damage or terminate the Lease. If Landlord elects to repair the
damage, such repairs shall be substantially completed within 90 days from the
date Landlord is allowed by governmental authorities, the insurance companies,
and the mortgagee of the Property (if any) to enter the Premises for the purpose
of beginning repair of the damage.  If the damage was due to an act or omission
of Tenant, or Tenant's employees, agents, contractors or invitees, Tenant shall
pay to Landlord upon demand the difference between the actual cost of repair and
any insurance proceeds received by Landlord. If Landlord elects to terminate
this Lease, Tenant may elect to continue this Lease in full force and effect, in
which case Tenant shall repair any damage to the Premises and any Building in
which the Premises is located. Tenant shall pay the cost of such repairs, except
that upon satisfactory completion of such repairs, Landlord shall deliver to
Tenant any insurance proceeds received by Landlord for the damage repaired by
Tenant.  Tenant shall give Landlord written notice of such election within ten
(10) days after Landlord's termination notice.

                  C.  TERMINATION. If the damage to the Premises occurs during
the last six (6) months of the Lease Term and such damage will require more
than thirty (30) days to repair, either Landlord or Tenant may elect to
terminate this Lease as of the date the damage occurred, regardless of the
sufficiency of any insurance proceeds. The party electing to terminate this
Lease shall give written notification to the other party of such election
within thirty (30) days after Tenant's notice to Landlord of the occurrence of
the damage.

         SECTION 7.02.  SUBSTANTIAL OR TOTAL DESTRUCTION. If the Premises are
substantially or totally destroyed by any cause whatsoever (i.e., the damage to
the Premises is greater than partial damage as described in Section 7.01), and
regardless of whether Landlord receives any insurance proceeds, this Lease
shall terminate the later of (i) the date the destruction occurred, or (ii) the
date Tenant ceases to do business at the Premises.

         SECTION 7.03.  REDUCTION OF RENT DUE TO CASUALTY LOSS. If the Premises
are destroyed or damaged and Landlord or Tenant repairs or restores the
Premises pursuant to the provisions of this Article 7, any rent payable during
the period of such damage, repair and/or restoration shall be reduced according
to the degree, if any, to which Tenant's use of the Premises is impaired.
Except for such possible reduction in Rent or as otherwise provided in Section
5.06, Tenant shall not be entitled to any compensation, reduction, or
reimbursement from Landlord as a result of any damage, destruction, repair, or
restoration of or to the Premises.

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ARTICLE 8.   CONDEMNATION

         If all or any portion of the Premises is taken under the power of
eminent domain or sold under the threat of that power (all of which are called
"Condemnation"), this Lease shall terminate as to the part taken or sold on the
date the condemning authority takes title or possession, whichever occurs first.
If more than ten percent (10%) of the floor area of the Premises is taken,
either Landlord or Tenant may terminate this Lease as of the date the condemning
authority takes title or possession, by delivering written notice to the other
within ten (10) days after receipt of written notice of such taking (or in the
absence of such notice, within ten (10) days after the condemning authority
takes title or possession). If neither Landlord nor Tenant terminates this
Lease, this Lease shall remain in effect as to the portion of the Premises not
taken, except that the Base Rent and Additional Rent shall be reduced in
proportion to the reduction in the floor area of the Premises, with due
consideration of the employment of such floor area prior to the Condemnation for
warehouse or office uses. Any Condemnation award or payment shall be distributed
in the following order: (a) first, to any mortgagee or beneficiary under a deed
of trust encumbering the Premises, the amount of its interest in the Premises;
(b) second, to Tenant, only the amount of any award specifically designated for
loss of or damage to Tenant's trade fixtures or removable personal property; and
(c) third, to Landlord, the remainder of such award, whether as compensation for
reduction in the value of the leasehold, the taking of the fee, or otherwise. If
this Lease is not terminated, Landlord shall repair any damage to the Premises
caused by the Condemnation, except that Landlord shall not be obligated to
repair any damage for which Tenant has been reimbursed by the condemning
authority. If the severance damages authorized by the mortgagee of the Property
to be applied to the cost of repair are not sufficient to pay for such repair,
Landlord shall have the right to either terminate this Lease (if Tenant shall
not contribute the deficiency toward repair costs, which Tenant shall have no
obligation to do) or continue this Lease in effect and make such repair at
Landlord's expense. Landlord acknowledges and represents to Tenant that there
are no pending or threatened condemnations applicable to all or any portion of
the Property. (Dallas Area Rapid Transit Authority has publicly announced its
intention to acquire other property in Frankford Trade Center for a DART station
and related improvements.)

ARTICLE 9.   ASSIGNMENT AND SUBLETTING

         SECTION 9.01.  PERMITTED TRANSFERS.

         A.       Tenant may assign this Lease or sublease the Premises, without
Landlord's consent, to any corporation which controls, is controlled by or is
under common control with Tenant, or to any corporation resulting from the
merger of or consolidation with Tenant or the offering of Tenant's stock for
sale to the public, or any entity that acquires all or substantially all of
Tenant's assets ("Tenant's Affiliate"), provided Tenant shall give Landlord a
minimum of thirty (30) days advance written notice and Tenant's Affiliate shall
assume in writing all of Tenant's obligations under this Lease.

         B.       Tenant may sublease portions of the Premises, without
Landlord's consent, to an entity ("Strategic Supplier") the product output of
which from the Premises is dedicated to supply of Tenant requirements. Tenant
shall give Landlord a minimum of thirty (30) days advance written notice of
subleasing to a Strategic Supplier. Such sublease shall not affect, release or
impair Landlord's right of recourse against Tenant under this Lease, and shall
be subject to all of the terms and conditions hereof.

         C.       Tenant may grant to a lender or agent on behalf of a lending
consortium a deed of trust against the leasehold estate created by this Lease
for the purpose of securing a Credit Facility (as defined in Section 10.02F),
provided that such Credit Facility constitutes Tenant's primary line of credit
or working capital credit.

         SECTION 9.02.  PROHIBITED TRANSFERS. Except as permitted by Section
9.01, Tenant shall not, without Landlord's prior written consent, which shall
not be unreasonably withheld or delayed, sell, assign, mortgage, sublease, or
otherwise transfer or permit the transfer of (collectively or individually, a
"Transfer") all or any portion of or interest in the leasehold under this Lease.
For purposes of this limitation, if Tenant is a legal entity, any cumulative
sale, assignment, mortgage, pledge, or transfer of voting control of the entity
shall constitute a Transfer. Any attempted Transfer without Landlord's consent
shall be void and shall constitute a non-curable breach of this Lease. Landlord
has the right to grant or withhold its consent to a Transfer (except as
permitted by Section 9.01) as provided in Section 9.03 below.

         SECTION 9.03.  LANDLORD'S CONSENT.

         A. LANDLORD'S CONSENT; FACTORS. Tenant's request for consent to any
Transfer described in Section 9.02 shall set forth in writing the details of the
proposed Transfer, including the name, business and financial condition of the
prospective transferee, financial details of the proposed Transfer (e.g., the
term of and the rent and security deposit payable under any proposed assignment
or sublease), and any other information Landlord deems relevant. Landlord shall
have the right to withhold consent, if reasonable, or to grant consent, based on
the following factors: (i) the business reputation of the proposed assignee or
subtenant and the compatibility of the proposed use of the Premises with other
users/tenants in the Project; (ii) the net worth and financial credit standing
of the proposed assignee or subtenant; (iii) Tenant's past and current
compliance with all of its obligations under the Lease; and (iv) such other
factors negatively impacting the Property or Project as Landlord may reasonably
deem relevant. In the event Tenant effects or purports to make a Transfer of
this Lease without the express written consent of Landlord, Landlord shall have
the right to terminate this Lease. Any purported Transfer in violation of this
Section shall be void.

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         B.       ASSIGNMENT PROFIT.  If Tenant assigns or subleases, the
following shall apply:

                  (1) Tenant shall pay to Landlord as Additional Rent under the
Lease fifty percent (50%) of the Profit (defined below) on such transaction as
and when received by Tenant, unless Landlord gives written notice to Tenant and
the assignee or subtenant that Landlord's Share shall be paid by the assignee or
subtenant to Landlord directly. The "Profit" means (A) all amounts paid to
Tenant for such assignment or sublease, including "key" money, monthly rent in
excess of the monthly rent payable under the Lease, and all fees and other
consideration paid for the assignment or sublease, including fees under any
collateral agreements, less (B) costs and expenses directly incurred by Tenant
(excluding Tenant's overhead) in connection with the execution and performance
of such assignment or sublease for real estate broker's commissions and costs of
renovation or construction of Tenant Improvements required under such assignment
or sublease. Tenant is entitled to recover such costs and expenses before Tenant
is obligated to pay any portion of assignment or sublease revenue to Landlord.
The Profit in the case of a sublease of less than all the Premises is the rent
allocable to the subleased space as a percentage on a square footage basis, or
as Landlord and Tenant may otherwise mutually agree in writing.

                  (2) Tenant shall provide Landlord a written statement
certifying all amounts to be paid from any assignment or sublease of the
Premises within thirty (30) days after the transaction documentation is signed,
and Landlord may inspect Tenant's books and records to verify the accuracy of
such statement. On written request, Tenant shall immediately furnish to Landlord
copies of all the transaction documentation, all of which shall be certified by
Tenant to be complete, true and correct. Landlord's receipt of fifty percent
(50%) of the Profit shall not be a consent to any further Transfer. The breach
of Tenant's obligation under this Section 9.03B shall be a default under this
Lease.

         C.       TERMINATION AND RELETTING. If Landlord elects to terminate
this Lease pursuant to Section 9.03A, Landlord may, if it elects, enter into a
new lease covering the Premises with the intended assignee or sublessee on such
terms as Landlord and such person may agree or enter into a new lease covering
the Premises with any other person; in such event, Tenant shall not be entitled
to any portion of the profit, if any, which Landlord may realize on account of
such termination and reletting. From and after the date of such termination of
this Lease, Tenant shall have no further obligations arising hereunder prior to
the date of such termination, except those obligations expressly provided to
survive termination of this Lease.

         SECTION 9.04. NO RELEASE OF TENANT. No assignment, sublease or transfer
of any kind permitted by this Article 9, whether with or without Landlord's
consent, shall release Tenant or change Tenant's primary liability to pay the
Rent and to perform all other obligations of Tenant under this Lease, except in
the event of a Permitted Transfer or a transfer under Section 9.02. Landlord's
acceptance of rent from any other person is not a waiver of any provision of
this Article 9. Consent to one Transfer is not a consent to any subsequent
Transfer. If Tenant's transferee defaults under this Lease, Landlord may proceed
directly against Tenant without pursuing remedies against the transferee.
Landlord may consent to subsequent assignments or modifications of this Lease by
Tenant's transferee, without notifying Tenant or obtaining its consent. Such
action shall not relieve Tenant's liability under this Lease.

         SECTION 9.05. NO MERGER. No merger shall result from Tenant's sublease
of the Premises under this Article 9, Tenant's surrender of this Lease or the
termination of this Lease in any other manner. In any such event, Landlord may
terminate any or all subtenancies or succeed to the interest of Tenant as
sublandlord under any or all subtenancies.

ARTICLE 10.  DEFAULTS; REMEDIES

         SECTION 10.01. COVENANTS AND CONDITIONS. Tenant's performance of each
of Tenant's obligations under this Lease is a condition as well as a covenant.
Tenant's right to continue in possession of the Premises and exercise of any
other right granted Tenant under this Lease is conditioned upon such
performance. Time is of the essence of the performance of all covenants and
conditions.

         SECTION 10.02. DEFAULTS. Tenant shall be in material default (a
"Default") under this Lease:

         A.       ABANDONMENT. If Tenant abandons the Premises or fails
to transact business in the Premises for a period in excess of sixty
(60) days, or if Tenant's vacation of the Premises results in the
cancellation of any insurance described in Section 4.04.

         B.       FAILURE TO PAY. If Tenant fails to pay Rent or any other
charge when due and such failure continues for a period of ten (10) days after
the date such payment is due, provided that with respect to the first two late
Rent payments which shall occur in any calendar year during the Term, Landlord
agrees to give Tenant written notice of default following nonreceipt of Rent
payment on or before the due date, and seven (7) days opportunity to cure such
default before a Default shall be deemed to have occurred hereunder. No written
notice shall be required with respect to subsequent Rent payment defaults during
such calendar year.

         C.       FAILURE TO PERFORM NONMONETARY OBLIGATIONS. If Tenant fails to
perform any of Tenant's nonmonetary obligations under this Lease for a period of
thirty (30) days after written notice from Landlord; provided that if more than
thirty (30) days are required to complete such performance no Default shall
occur if Tenant commences such performance within the thirty (30) day period and
thereafter diligently pursues its completion.

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         D.       BANKRUPTCY. (i) If Tenant makes a general assignment or
general arrangement for the benefit of creditors and does not vacate such
assignment or arrangement within sixty (60) days; (ii) if a petition for
adjudication of bankruptcy or for reorganization or rearrangement is filed by or
against Tenant and is not dismissed within sixty (60) days; (iii) if a trustee
or receiver is appointed to take possession of substantially all of Tenant's
assets located at the Premises or of Tenant's interest in this Lease and
possession is not restored to Tenant within sixty (60) days; or (iv) if
substantially all of Tenant's assets located at the Premises or of Tenant's
interest in this Lease is subjected to attachment, execution or other judicial
seizure which is not discharged within thirty (30) days. If a court of competent
jurisdiction determines that any of the acts described in this Subsection (d) is
not a default under this Lease, and a trustee is appointed to take possession
(or if Tenant remains a debtor in possession) and such trustee or Tenant
transfers Tenant's interest hereunder, then Landlord shall receive, as
Additional Rent, the excess, if any, of the rent (or any other consideration)
paid in connection with such assignment or sublease over the rent payable by
Tenant under this Lease.

         E.       GUARANTY REVOCATION OR TERMINATION. Intentionally Deleted.

         F.       WAIVER OF LANDLORD'S LIEN. Landlord hereby irrevocably
waives to the fullest extent permitted by law any right to claim a contractual
or statutory Landlord's lien against any of Tenant's property at the Leased
Premises.

         SECTION 10.03. REMEDIES. On the occurrence of any Default by Tenant,
Landlord may, at any time thereafter, with or without notice or demand and
without limiting Landlord in the exercise of any right or remedy which Landlord
may have:

         A.       REPOSSESSION; DAMAGES. Terminate Tenant's right to possession
of the Premises by any lawful means in which case this Lease shall terminate and
Tenant shall immediately surrender possession of the Premises to Landlord. If
Tenant shall receive a demand for the payment of past due rent or any other
charge, any payments tendered thereafter to cure any default by Tenant shall be
made only by Cashier's Check. In event of repossession of the Premises following
Tenant's Default, Landlord shall be entitled to recover from Tenant all damages
incurred by Landlord by reason of Tenant's Default, including an amount equal to
the sum of (i) the total rent for the unexpired balance of the Term following
the date the damage judgment is entered (or otherwise awarded)(the "Judgment
Date"), including, without limitation all applicable late charges and interest,
discounted at the Default Discount Rate (hereinafter defined) to the present
value on the Judgment Date, plus all other damages incurred by Landlord in
connection with Tenant's Default as specified in Section 10.05, below, plus the
unpaid rent due as of the Judgment Date, less (ii) the market rental value of
the Premises for the balance of the Term, discounted at the Default Discount
Rate to the present value on the Judgment Date. For the purposes of clause (i)
above, the components of monthly rent (other than Base Rent) for the remainder
of the Term shall be deemed to be equal to the respective monthly amounts
thereof as were due and payable during the month in which the Lease was
terminated. As used in clause (ii), the term "Default Discount Rate" shall be
the average of discount rates of the Federal Reserve Bank of Dallas in effect on
the first day of each of the six calendar months preceding the month in which
the Judgment Date falls, plus one percent (1%). If Tenant has abandoned the
Premises, Landlord shall have the option of (i) retaking possession of the
Premises and recovering from Tenant the amount specified in this Section 10.03A,
or (ii) proceeding under Section 10.03B.

         B.       CONTINUANCE OF TENANT'S RIGHT TO POSSESSION. Maintain Tenant's
right to possession, in which case this Lease shall continue in effect whether
or not Tenant has abandoned the Premises. In such event, Landlord shall be
entitled to enforce all of Landlord's rights and remedies under this Lease,
including the right to recover the Rent as it becomes due.

         C.       RELETTING.  Enter upon and take possession of the Premises as
Tenant's agent without terminating this Lease and without being liable for
prosecution or any claim for damages therefor, and Landlord may relet the
Premises as Tenant's agent and receive the rental therefor, in which event
Tenant shall pay to Landlord on demand all sums due pursuant to Section 10.05,
below, together with any deficiency that may arise by reason of such reletting.

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

         E.       OTHER REMEDIES. Pursue any other remedy now or hereafter
available to Landlord under the laws or judicial decisions of the state in which
the Premises is located, including, but not limited to, reentering the Premises,
changing the locks, taking possession of any furniture or fixtures not otherwise
subject to a valid prior lien and selling same at a private or public sale and
applying the proceeds of such sale to the costs of the sale, payment of damages
and payment of sums owing under this Lease.

         SECTION 10.04. MITIGATION. By execution of this Lease, Tenant
acknowledges that Landlord shall have no duty to mitigate damages caused by
Tenant's Default other than as specifically set forth in Texas Property Code
Section 91.006 If any duty shall be imposed under such law under the
circumstances of Tenant's Default, Tenant acknowledges that Landlord shall have
discharged any such duty if Landlord shall (a) market the Premises for reletting
with a sign posted on or in the vicinity of the Property, visible from a public
street, and (b) advertise the availability of the Premises for reletting in any
newspaper circulated in the county in which the Premises are situated no less
frequently than monthly.

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        SECTION 10.05. ADDITIONAL DAMAGES ATTRIBUTABLE TO TENANT DEFAULT. Upon
the occurrence of Tenant's Default, in addition to any other sum provided to be
paid herein, Tenant also shall be liable for and shall pay to Landlord: (i)
brokers' fees incurred by Landlord in connection with reletting the whole or any
part of the Premises to the extent of the remaining Lease Term as of the date of
Default; (ii) the costs of removing and storing Tenant's or other occupant's
property; (iii) the reasonable costs of repairing, altering, remodeling or
otherwise putting the Premises into condition acceptable to a new tenant or
tenants; (iv) all reasonable expenses incurred in marketing the Premises; and
(v) all reasonable expenses incurred by Landlord in enforcing or defending
Landlord's rights and/or remedies. If either party hereto institutes any action
or proceeding to enforce any provision hereof by reason of any alleged breach of
any provision of this Lease, the prevailing party shall be entitled to receive
from the losing party all reasonable attorneys' fees and all court costs in
connection with such proceeding.

        SECTION 10.06. CUMULATIVE REMEDIES. Landlord's exercise of any right
or remedy shall not prevent it from exercising any other right or remedy.

ARTICLE 11.  PROTECTION OF LENDERS

         SECTION 11.01. RIGHT TO MORTGAGE AND TRANSFER. Landlord shall have the
right to transfer, mortgage, pledge or otherwise encumber, assign and convey, in
whole or in part, the Project, this Lease, and all or any part of the rights now
or thereafter existing therein and all rents and amounts payable to Landlord
under the provisions hereof. In the event of any such transfer or transfers
resulting in the transfer of Landlord's title to the Premises, Landlord herein
named (and in case of any subsequent transfer, the then transferor) shall be
automatically freed and relieved from and after the date of such transfer of all
personal liability with respect to the performance of any covenants or
agreements on the part of Landlord contained in this Lease thereafter to be
performed.

         SECTION 11.02. SUBORDINATION. This Lease shall be subordinate to any
deed of trust or mortgage encumbering the Premises, any advances made on the
security thereof and any renewals, modifications, consolidations, replacements
or extensions thereof, whenever made or recorded. Landlord shall obtain from
Landlord's mortgagee a subordination, non-disturbance and attornment agreement
in the form attached hereto as Exhibit "E" or such other form providing for
nondisturbance rights as is then required by Landlord's lender, provided that
Tenant's obligations under this Lease shall not be increased in any material way
(the performance of ministerial acts shall not be deemed material), and Tenant
shall not be deprived of its rights under this Lease. Tenant shall cooperate
with Landlord and any lender which has or is acquiring a security interest in
the Premises or the Lease. Tenant shall execute such further documents and
assurances as such lender may reasonably require, in connection with the
subordination of this Lease to any deed of trust or mortgage encumbering the
Premises. Tenant covenants and agrees to execute and deliver upon demand such
further instruments subordinating this Lease to the lien of any such mortgage,
deed of trust or security agreement as shall be requested by Landlord and/or
mortgagee or proposed mortgagee or holder of any security agreement. Tenant's
right to quiet possession of the Premises during the Lease Term shall not be
disturbed except as expressly allowed by the terms of this Lease or any
subordination, non-disturbance and attornment agreement(s) binding Tenant.
Notwithstanding anything to the contrary contained herein, if any beneficiary or
mortgagee elects to have this Lease prior to the lien of its deed of trust or
mortgage and gives written notice thereof to Tenant, this Lease shall be deemed
prior to such deed of trust or mortgage whether this Lease is dated prior or
subsequent to the date of said deed of trust or mortgage or the date of
recording thereof. Tenant waives the provisions of any current or future
statute, rule or law which may give or purport to give Tenant any right or
election to terminate or otherwise adversely affect this Lease and the
obligations of the Tenant hereunder in the event of any foreclosure proceeding
or sale.

         SECTION 11.03. ATTORNMENT. If Landlord's interest in the Premises is
acquired by any beneficiary under a deed of trust, mortgagee, or purchaser at a
foreclosure sale, Tenant shall attorn to the transferee of or successor to
Landlord's interest in the Premises and recognize such transferee or successor
as Landlord under this Lease. Tenant waives the protection of any statute or
rule of law which gives or purports to give Tenant any right to terminate this
Lease or surrender possession of the Premises upon the transfer of Landlord's
interest.

         SECTION 11.04. SIGNING OF DOCUMENTS. Tenant shall sign and deliver any
instrument or documents necessary or appropriate to evidence any such attornment
or subordination or agreement to do so which are on forms reasonably agreeable
by the parties.

         SECTION 11.05. ESTOPPEL CERTIFICATES.

         A.       CERTIFICATE REQUIREMENTS. Upon Landlord's written request or
the written request of any mortgagee or beneficiary under a deed of trust
encumbering the Premises, but not more than twice in any calendar year, Tenant
shall execute, acknowledge and deliver to Landlord or to any mortgagee or
beneficiary under a deed of trust encumbering the Premises, as the case may be,
a written statement in the form attached hereto as Exhibit "F" or such other
form as is then reasonably required by Landlord's lender, certifying: (i) that
none of the terms or provisions of this Lease have been changed (or if they have
been changed, stating how they have been changed); (ii) that this Lease has not
been canceled or terminated; (iii) the last date of payment of the Base Rent and
other charges and the time period covered by such payment; (iv) that Landlord is
not in default under this Lease (or, if Landlord is claimed to be in default,
stating why); and (v) such other representations or information with respect to
Tenant or the Lease as Landlord may reasonably request or which any prospective
purchaser or encumbrancer of the Premises may require. Tenant shall deliver such
statement to Landlord

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within ten (10) business days after Tenant's receipt of Landlord's request.
Landlord may give any such statement by Tenant to any prospective purchaser or
encumbrancer of the Premises. Such purchaser or encumbrancer may rely
conclusively upon such statement as true and correct.

         B.       LANDLORD REMEDY. If Tenant does not deliver such statement to
Landlord or to any mortgagee or beneficiary under a deed of trust encumbering
the Premises, as the case may be, within such ten (10) business day period,
Landlord, and any prospective purchaser or encumbrancer may conclusively presume
and rely upon the following facts: (i) that the terms and provisions of this
Lease have not been changed except as otherwise represented by Landlord; (ii)
that this Lease has not been canceled or terminated except as otherwise
represented by Landlord; (iii) that not more than one month's Base Rent or other
charges have been paid in advance; and (iv) that Landlord is not in default
under the Lease. In such event, Tenant shall be estopped from denying the truth
of such facts.

         SECTION 11.06. TENANT'S FINANCIAL CONDITION. Within ten (10) days after
Tenant's receipt of written request from Landlord or any mortgagee or
beneficiary under a deed of trust encumbering the Premises as the case may be,
Tenant shall deliver to Landlord such financial statements, audited if possible,
as Landlord reasonably requires to verify the net worth and credit standing of
Tenant or any assignee, subtenant, or guarantor of Tenant. Any request for such
financial statements shall not be made more than twice during any twelve (12)
month period. Tenant represents and warrants to Landlord that each such
financial statement is a true and accurate statement as of the date of such
statement. Except for the delivery of financial statements to any mortgagee
beneficiary under a deed of trust on the Property, all financial information
delivered by Tenant shall be confidential and shall be used only for the
purposes set forth in this Lease.

ARTICLE 12.  LEGAL COSTS

         SECTION 12.01. LEGAL PROCEEDINGS. If Tenant or Landlord shall be in
breach or default under this Lease, such party (the "Defaulting Party") shall
reimburse the other party (the "Nondefaulting Party") upon demand for any costs
or expenses that the Nondefaulting Party incurs in connection with any breach or
default of the Defaulting Party under this Lease, whether or not suit is
commenced or judgment entered. Such costs shall include reasonable legal fees
and costs incurred for the negotiation of a settlement, enforcement of rights or
otherwise. Furthermore, if any action for breach of or to enforce the provisions
of this Lease is commenced, the court in such action shall award to the party in
whose favor a judgment is entered, a reasonable sum as attorneys' fees and
costs. The losing party in such action shall pay such attorneys' fees and costs.
Each party to this Lease (hereafter, the "Indemnitor") shall also indemnify the
other (the "Indemnitee") against and hold Indemnitee harmless from all costs,
expenses, demands and liability Indemnitee may incur if Indemnitee becomes or is
made a party to any claim or action (a) instituted by Indemnitor against any
third party, or by any third party against Indemnitor, or by or against any
person holding any interest under or using the Premises by license of or
agreement with Indemnitor; (b) for foreclosure of any lien for labor or material
furnished to or for Indemnitor; (c) otherwise arising out of or resulting from
any act or transaction of Indemnitor; or (d) necessary to protect Indemnitee's
interest under this Lease in a bankruptcy proceeding, or other proceeding under
Title 11 of the United States Code, as amended. Indemnitor shall defend
Indemnitee against any such claim or action at Indemnitor's expense with counsel
reasonably acceptable to Indemnitee or, at Indemnitee's election, Indemnitor
shall reimburse Indemnitee for any reasonable legal fees or costs Indemnitee
incurs in any such claim or action.

ARTICLE 13.  MISCELLANEOUS PROVISIONS

         SECTION 13.01. LATE CHARGES. Tenant's failure to pay Rent immediately
may cause Landlord to incur unanticipated costs. The exact amount of such costs
are impractical or extremely difficult to ascertain. Such costs may include, but
are not limited to, processing and accounting charges and late charges which may
be imposed on Landlord by any ground lease, mortgage or trust deed encumbering
the Project and Premises. Therefore, if Landlord does not receive any Rent
payment within ten (10) days after it becomes due, Tenant shall pay Landlord a
late charge equal to five percent (5%) of the overdue amount. The parties agree
that such late charge represents a fair and reasonable estimate of the costs
Landlord will incur by reason of such late payment.

         SECTION 13.02. INTEREST ON PAST DUE OBLIGATIONS. Any amount owed by
Tenant to Landlord which is not paid when due shall bear interest at the rate of
eleven percent (11%) per annum from ten days after the due date of such amount.
However, interest shall not be payable on late charges to be paid by Tenant
under this Lease. The payment of interest on such amounts shall not excuse or
cure any default by Tenant under this Lease. If the interest rate specified in
this Lease is higher than the rate permitted by law, the interest rate is hereby
decreased to the maximum legal interest rate permitted by law.

         SECTION 13.03.  LANDLORD'S LIABILITY; CERTAIN DUTIES.

         A.       DEFINITION OF LANDLORD. As used in this Lease, the term
"Landlord" means only the current owner or owners of the fee title to the
Property or Project at the time in question. Each Landlord is obligated to
perform the obligations of Landlord under this Lease only during the time such
Landlord owns such interest or title. Any Landlord who transfers its title or
interest is relieved of all liability with respect to the obligations of
Landlord under this Lease to be performed on or after the date of transfer.
However, each Landlord shall deliver to its transferee, or credit its transferee
with all funds that Tenant previously paid if such funds have not yet been
applied under the terms of this Lease.

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         B.       NOTICE. Tenant shall give written notice of any failure by
Landlord to perform any of its obligations under this Lease to Landlord and to
any mortgagee or beneficiary under any deed of trust encumbering the Property
whose name and address have been furnished to Tenant in writing. Tenant agrees
to accept cure of any Landlord default from any mortgagee or beneficiary under
any deed of trust encumbering the Property, provided such party shall have no
liability or obligation to tender any cure. Landlord shall not be in default
under this Lease unless Landlord (or such mortgagee or beneficiary) fails to
cure such non-performance within thirty (30) days after receipt of Tenant's
notice. However, if such nonperformance reasonably requires more than thirty
(30) days to cure, Landlord shall not be in default if such cure is commenced
within such thirty (30) day period and thereafter diligently pursued to
completion.

         C.       PERSONAL LIABILITY. Notwithstanding any term or provision
herein to the contrary, the liability of Landlord for the performance of its
duties and obligations under this lease is limited to Landlord's interest in the
Property and neither the Landlord nor its partners, shareholders, officers or
other principals shall have any personal liability under this Lease. Tenant
agrees to look solely to Landlord's interest in the Property for the recovery of
any judgment against Landlord, and Landlord shall not be liable for any
deficiency. The foregoing provision shall not limit any right that Tenant may
otherwise have to obtain specific performance of Landlord's obligations under
this Lease.

         D.       RIGHTS OF LANDLORD. At any time during the Lease Term,
Landlord may, subject to the notice provision in Section 5.07, enter upon the
Premises for the purpose of exercising any or all of the following reserved
rights without being liable in any manner to Tenant, provided that Landlord
shall have no duty or obligation to perform any of the rights so reserved:

                  (1) To change the name of the Building or the Project without
notice to Tenant;

                  (2) To take any and all measures, including making inspection,
repairs, alterations, additions and improvements to the Premises or to the
Property as may be necessary or desirable for the safety, protection,
preservation, or more efficient operation of the Property or the Project or the
enhancement or protection of Landlord's interests therein; and

                  (3) During the last 180 days of the Term or any renewal or
extension, to display a sign advertising the availability of the Premises for
lease, to show the Premises to prospective tenants, and to otherwise market the
Premises for the purpose of reletting same, provided that Landlord shall
exercise Landlord's best efforts to avoid unreasonable interruptions of the
conduct of Tenant's business in the Premises.

                  (4) To enter and conduct an inspection of the Premises,
including invasive tests, to determine whether Tenant is complying with the
terms of the Lease, including but not limited to the compliance of the Premises
and the activities thereon with Environmental Requirements, provided that
Landlord shall exercise Landlord's best efforts to avoid unreasonable
interruptions of the conduct of Tenant's business in the Premises, conduct such
inspection at reasonable times on reasonable notice to Tenant and allow Tenant
to be present at the time of such inspection. The cost of the Landlord's
investigation shall be paid by Landlord unless such investigation discloses a
violation of any Environmental Requirement by The Tenant Group or the existence
of a Hazardous Material on the Premises or any other Premises caused by the
actions of The Tenant Group (other than Hazardous Materials used in compliance
with all Environmental Requirements and previously approved by Landlord), in
which case Tenant shall pay such cost.

         SECTION 13.04. SEVERABILITY. A determination by a court of competent
jurisdiction that any provision of this Lease or any part thereof is illegal or
unenforceable shall not cancel or invalidate the remainder of such provision or
this Lease, which shall remain in full force and effect.

         SECTION 13.05. INTERPRETATION. The captions of the Articles or Sections
of this Lease are to assist the parties in reading this Lease and are not a part
of the terms or provisions of this Lease. Whenever required by the context of
this Lease, the singular shall include the plural and the plural shall include
the singular. The masculine, feminine and neuter genders shall each include the
other. In any provision relating to the conduct, acts or omissions of Tenant,
the term "Tenant" shall include Tenant's agents, employees, contractors,
invitees, successors or others using the Premises with Tenant's expressed or
implied permission.

         SECTION 13.06. INCORPORATION OF PRIOR AGREEMENTS; MODIFICATIONS. This
Lease is the only agreement between the parties pertaining to the lease of the
Premises and no other agreements are effective. All amendments to this Lease
shall be in writing and signed by all parties. Any other attempted amendment
shall be void.

         SECTION 13.07. NOTICES. All notices required or permitted under this
Lease shall be in writing and shall be either personally delivered, or sent via
telecopy with receipt confirmation, or by Federal Express or other regularly
scheduled overnight courier or sent by United States mail, registered or
certified with return receipt requested, properly addressed and with full
postage prepaid. All notices shall be effective upon delivery by the sender
(which, in the case of telecopied notice, shall be the date such telecopy is
transmitted with confirmation of receipt) or the day delivery is tendered to the
addressee (in the case of hand delivered notices) or three (3) days after the
day the notice is consigned by the sender (in the case of couriered or mailed
notices), or as otherwise provided herein. Either party may change its notice
address upon written notice to the other party.

         Said notices shall be sent to the parties hereto at the following
addresses, unless otherwise notified in writing (provided that upon Tenant's
taking possession of the Premises, the Premises shall be Tenant's address for
notice purposes).

Industrial Real Estate Lease                             Frankford Trade Center
Page 16

<PAGE>

    To Landlord:              Argent Frankford, L.P.
                              5949 Sherry Lane, Suite 1000
                              Dallas, Texas 75225
                              Attn: C. E. Cornutt
                              Phone: (214) 361-6090
                              Facsimile: (214) 361-5032

    with copy to:             Charles C. Jordan
                              Carrington, Coleman, Sloman & Blumenthal, L.L.P.
                              200 Crescent Court, Suite 1500
                              Dallas, Texas 75201
                              Phone: (214) 855-3021
                              Facsimile: (214) 855-758-3721

    To Tenant:                Home Interiors & Gifts, Inc.
                              1649 W. Frankford Road
                              Carrollton, Texas 75007
                              Attn: Kenneth J. Cichocki
                              Phone: (972) 386-1091
                              Facsimile: (972) 386-1106

    To Mortgagee:             Bank of America, N.A.
                              TX1-492-51-01
                              901 Main Street, 51/st/ Floor
                              Dallas, Texas 75202-3714
                              Attn: Chuck Butterworth
                              Phone: (214) 209-2105
                              Facsimile:(214) 209-1832

         SECTION 13.08. WAIVERS. All waivers must be in writing and signed by
the waiving party. Landlord's failure to enforce any provision of this Lease or
its acceptance of rent shall not be a waiver and shall not prevent Landlord from
enforcing that provision or any other provision of this Lease in the future. No
statement on a payment check from Tenant or in a letter accompanying a payment
check shall be binding on Landlord. Landlord may, with or without notice to
Tenant, negotiate such check without being bound to the conditions of such
statement.

         SECTION 13.09. NO RECORDATION. Tenant shall not record this Lease
without prior written consent from Landlord. The party requiring such recording
shall pay all transfer taxes and recording fees.

         SECTION 13.10. BINDING EFFECT; CHOICE OF LAW. This Lease binds any
party who legally acquires any rights or interest in this Lease from Landlord or
Tenant. However, Landlord shall have no obligation to Tenant's successor unless
the rights or interests of Tenant's successor are acquired in accordance with
the terms of this Lease. THE LAWS OF THE STATE OF TEXAS SHALL GOVERN THIS LEASE.

         SECTION 13.11. CORPORATE AUTHORITY; PARTNERSHIP AUTHORITY. If Tenant is
a corporation, each person signing this Lease on behalf of Tenant represents and
warrants that he has fully authority to do so and that this Lease binds the
corporation.

         SECTION 13.12. JOINT AND SEVERAL LIABILITY. All parties signing this
Lease as Tenant shall be jointly and severally liable for all obligations of
Tenant.

         SECTION 13.13. FORCE MAJEURE. If Landlord cannot perform any of its
obligations due to events beyond Landlord's control, the time provided for
performing such obligations shall be extended by a period of time equal to the
duration of such events. Events beyond Landlord's control are acts of God, war,
civil commotion, labor disputes, strikes, fire, flood or other casualty,
shortages of labor or material, government regulation If Landlord shall be
unable to perform or shall be delayed in the performance of any obligation under
this Lease by reason of events beyond Landlord's control, such nonperformance or
delay in performance shall not render Landlord liable in any respect for damages
to either person or property, constitute a total or partial eviction,
constructive or otherwise, work an abatement of rent or relieve Tenant from the
fulfillment of any covenant or agreement contained in this Lease.

         SECTION 13.14. EXECUTION OF LEASE. This Lease may be executed in
counterparts and, when all counterpart documents are executed, the counterparts
shall constitute a single binding instrument. Landlord's delivery of this Lease
to Tenant shall not be deemed to be an offer to lease and shall not be binding
upon either party until executed and delivered by both parties.

Industrial Real Estate Lease                             Frankford Trade Center
Page 17

<PAGE>

         SECTION 13.15. SURVIVAL. All representations and warranties of Landlord
and Tenant not fully performed on the date of the expiration or termination of
this Lease shall survive the termination of this Lease for a period of one year,
except the covenants, warranties, and indemnities of Landlord and Tenant set
forth in Article 5, which shall survive such expiration or termination for the
maximum period of time allowed by law.

         SECTION 13.16. GENDER AND NUMBER. Whenever the context so requires
herein, the neuter gender shall include the masculine and feminine, and the
singular number shall include the plural.

ARTICLE 14.  BROKERS

         SECTION 14.01. BROKER'S FEE. Tenant warrants that it has had no
dealings with any real estate broker or agent in connection with the negotiation
of this Lease except Tenant's Broker as referenced in Section 1.06B, and it
knows of no other real estate brokers or agents who are or might be entitled to
a commission in connection with this Lease. Landlord has agreed to pay a
commission to Tenant's Broker pursuant to a written agreement with such broker.
Tenant agrees to indemnify and hold harmless Landlord from and against any
liability or claim arising in respect to brokers or agents other than Tenant's
Broker. Landlord agrees to indemnify and hold harmless Tenant from and against
any liability or claim arising in respect to any brokers or agents claiming a
commission from Landlord.

         ADDITIONAL PROVISIONS MAY BE SET FORTH IN A RIDER OR RIDERS ATTACHED
HERETO OR IN THE BLANK SPACE BELOW. IF NO ADDITIONAL PROVISIONS ARE INSERTED,
PLEASE DRAW A LINE THROUGH THE SPACE BELOW.

Industrial Real Estate Lease                             Frankford Trade Center
Page 18

<PAGE>

         Landlord and Tenant have signed this Lease at the place and on the
dates specified adjacent to their signatures below and have initialed all Riders
which are attached to or incorporated by reference in this Lease.

                                         "LANDLORD"

Signed on September 13, 2002             ARGENT FRANKFORD, L.P.
at Dallas, Texas                         a Texas limited partnership
                                         By:  Argent Frankford GP, L.L.C.
                                              A Texas limited liability company,
                                              General Partner

                                         By:  /s/ C. E. Cornutt
                                            ------------------------------------
                                                     C. E. Cornutt

                                         Its: President

                                         "TENANT"

Signed on September 13, 2002             HOME INTERIORS & GIFTS, INC.
at Carrollton, Texas                     a Texas corporation

                                         By:  /s/ Kenneth Cichocki
                                            ------------------------------------

                                         Name:  Kenneth J. Cichocki
                                              ----------------------------------

                                         Its:  Sr. Vice President & CFO
                                             -----------------------------------

Industrial Real Estate Lease                             Frankford Trade Center
Page 19

<PAGE>

                                     RIDER 1
                                       TO
                          INDUSTRIAL REAL ESTATE LEASE
                             (MULTI-TENANT FACILITY)

                                 RENEWAL OPTION

         Provided Tenant is not in default and no event has occurred which, with
notice or the passage of time could become a Default when Tenant delivers such
notice, Tenant may renew this Lease for one additional period of three (3) years
on the same terms provided in this Lease, except that the Base Rent payable for
each month shall be market rate for space of equivalent size, quality and
utility taking into account the credit standing of Tenant; Tenant Improvements,
and like factors affecting Tenant's utilization of the Premises and Landlord's
return on investment from the Premises ("Renewal Rate"), as mutually agreed by
Landlord and Tenant. Tenant shall deliver written notice to Landlord indicating
whether or not Tenant elects to preserve its option to extend the Term no later
than 270 days prior to the expiration of the Term ("Election Date"). Within 30
days after the Election Date, Landlord shall provide Tenant with a proposed Base
Rent Renewal Rate. The proposed Renewal Rate shall be determined by Landlord in
its reasonable discretion, taking into account the factors described herein
above. If Tenant shall object to Landlord's proposed Renewal Rate, Landlord and
Tenant shall negotiate in good faith to determine a mutually acceptable Renewal
Rate. If Landlord and Tenant reach mutual agreement on or before the day 180
days prior to the expiration of the Term (the "Renewal Deadline"), such rate
shall be the Renewal Rate, and Landlord and Tenant shall enter into an agreement
confirming Tenant's exercise of this renewal option at such Renewal Rate. If
Landlord and Tenant fail to reach mutual agreement on or before the Renewal
Deadline, this renewal option shall be null and void. Notwithstanding anything
contained herein to the contrary: (a) if Tenant fails to deliver written notice
indicating whether or not it elects to preserve its option to extend prior to
the Election Date, Tenant shall be deemed to have elected not to extend the Term
and the renewal option set forth herein shall automatically terminate, and (b)
Tenant's rights hereunder shall terminate if (i) this Lease expires or is
canceled, or because of an event of Default, this Lease or Tenant's right to
possession of the Premises is terminated, or (ii) Tenant fails to timely
exercise its option hereunder time being of the essence with respect to Tenant's
exercise thereof.

         For purposes of this Renewal Option, Tenant shall mean only (i) "Home
Interiors & Gifts, Inc." or (ii) a Permitted Transferee under Section 9.01 of
the Lease.

                                     Rider 1

<PAGE>
                                   EXHIBIT "A"

                              PROPERTY DESCRIPTION

Legal Description
Block B, Lot 3R of the Frankford Trade Center

Being a tract of land situated in the William B. Rowe Survey, Abstract No. 1124,
Denton County, Texas and the William B. Rowe Survey, Abstract No. 1243, Dallas
County, Texas, and being all of Block B, Lot 3R of the Frankford Trade Center,
an addition to the City of Carrollton, Texas, as recorded in Volume 2000142,
Page 00061, Deed Records of Dallas County, Texas (D.R.D.C.T.), and Cabinet S.
Page 113, Deed Records, Denton County, Texas, (D.R.De.C.T), and being more
particularly described as follows:

BEGINNING at a 1/2-inch iron rod with a yellow plastic cap stamped "HALFE ASSOC.
INC." (thereinafter referred to as "with cap") found at the intersection of the
common line between Lot 2A1 and 3R in said Block B with the southwest
right-of-way line of Trade Center Drive (60-feet wide).

THENCE South 40 degrees 21 minutes 48 seconds East, along said southwest line,
a distance of 1,589.17 feet to a 1/2-inch iron rod with cap found for corner,
said point being the north corner of Lot 48 in Block B of said Frankford Trade
Center:

THENCE South 49 degrees 38 minutes 12 seconds West, departing said southwest
line and along the northwest line of said Lot 48, a distance of 400.00 feet to a
1/2-inch iron rod with cap found for corner, said point being the west corner of
said Lot 48, said point also being on the northeast right-of-way line of Union
Pacific Railroad (100-feet wide):

THENCE North 40 degrees 21 minutes 48 seconds West, departing said northwest
line and along said northeast line a distance of 1,601.17 feet to a 1/2-inch
iron rod with cap found for corner, said point being the south corner of the
aforementioned Lot 2R1.

THENCE North 49 degrees 38 minutes 12 seconds East, departing said northeast
line and along the southeast line of said Lot 281, a distance of 358.88 feet to
a 1/2-inch iron rod with cap found for corner.

THENCE North 65 degrees 54 minutes 16 seconds East continuing along said
southeast line, a distances of 42.84 feet to the POINT OF BEGINNING AND
CONTAINING 640,225 square feet or 14.70 acres of land more or less.




                                  Exhibit "A"


<PAGE>

                                  EXHIBIT "A-1"

                                   FLOOR PLATE







                                  Exhibit "A-1"
<PAGE>

                                   EXHIBIT "B"

                              SITE PLAN OF PROJECT




                                   Exhibit "B"
<PAGE>

                                  EXHIBIT "C"
                             CONSTRUCTION AGREEMENT

         1.       Plans.

                  (a) Outline Specifications. Attached as Exhibit "C-1" are the
preliminary plans and outline specifications for the construction of the
interior improvements in the Premises (the "Tenant Improvements") which are
hereby approved by Landlord and Tenant (the "Outline Specifications"). To the
extent final construction drawings have been prepared as of the Effective Date
of the Lease, such drawings shall be described in Exhibit "C-1" and treated as
the approved Drawings for all purposes hereunder, provided Landlord and Tenant
have executed a letter of approval with respect to such drawings.

                  (b) Drawings. Landlord shall cause to be prepared all plans
and specifications for the Tenant Improvements depicted on the Outline
Specifications, including, without limitation, working drawings, construction
drawings, electrical, plumbing and mechanical drawings necessary to construct
the Tenant Improvements (the "Drawings"). The initial Drawings shall be
delivered to Tenant as soon as reasonably practicable after the execution of
this Lease. Tenant shall notify Landlord whether it approves of the submitted
Drawings within seven (7) days after Tenant's receipt of Landlord's submission.
If Tenant disapproves of such Drawings, then Tenant shall notify Landlord
thereof specifying in detail the reasons for such disapproval, in which case,
Landlord shall correct the submitted Drawings and deliver them to Tenant for
its approval within five (5) days after Landlord receives Tenant's notice
disapproving the submitted drawings. Tenant shall have two (2) days from its
receipt of the resubmitted Drawings to approve or disapprove any resubmitted
Drawings, and Landlord shall have two (2) days to correct any such resubmitted
Drawings disapproved by Tenant. This process shall be repeated until the
Drawings have been finally approved.

                  (c) Changes. After approval of the Drawings, Landlord and
Tenant shall initial the plans in question. Tenant may from time to time make
changes to the Drawings by delivering written notice to Landlord, specifying in
detail the requested change. If Tenant requests any changes to any submitted
Drawings that relate to matters other than changes necessary to conform the
Drawings to the Outline Specifications or requests any changes to the approved
Drawings, then (1) Tenant shall pay the difference within ten (10) days
following Tenant's receipt of an invoice from Landlord, if any, between (A) all
additional costs in designing and constructing the Tenant Improvements as a
result of any such changes and (B) any reductions in cost in designing and
constructing the Tenant Improvements realized in connection with other change
orders instituted by Tenant and (2) all delays in designing, reviewing of
Drawings, and constructing the Tenant Improvements caused by such changes shall
not delay the Commencement Date.

         2.       Construction of Improvements. Landlord shall diligently
construct the Tenant Improvements in accordance with the Drawings in a good and
workmanlike manner using materials specified in the Drawings and in compliance
with all applicable codes, ordinances, rules and regulations applicable to the
Tenant Improvements (collectively, the "Laws") and shall pay for all permits,
licenses, and all other governmental improvements requisite for the
construction thereof. Landlord shall be solely responsible for obtaining and
for paying all costs associated with obtaining any asbestos survey, if required
by any governmental authority. Landlord assumes no liability for special,
consequential, or incidental damages of any kind whatsoever in connection with
the design or construction of the Tenant Improvements, and makes no
representations, warranties, or guaranties regarding the same, expressed or
implied, including, without limitation, warranties of merchantability, fitness
for a particular purpose, or of habitability, except for the assignment of
one-year contractor construction warranties provided in the next paragraph.

         Landlord shall assign to Tenant, without recourse or warranty, all
warranties obtained by Landlord in connection with the Tenant Improvements. Each
such warranty shall survive Substantial Completion of the warranted improvement
for a minimum period of one (1) year after Substantial Completion.

         3.       Substantial Completion. The architect (the "Project
Architect") engaged by Landlord to design and inspect the construction of the
Tenant Improvements shall confer with a representative of the Tenant concerning
(i) the substantial completion of the Tenant Improvements prior to submitting
the Project Architect's Certificate of Substantial Completion and (ii)
preparation of the punch list (as herein described) in conjunction with the
Project Architect's submission of the punch list to the Landlord. Substantial
Completion (herein so-called) shall occur when each of the following conditions
is satisfied: the Tenant Improvements are substantially completed in accordance
with the approved Drawings as certified by the Project Architect utilizing AIA
document G704, Certificate of Substantial Completion; Landlord has requested of
the building inspection division for the city in which the Premises are located
a final certificate of occupancy for the Premises; and Landlord has tendered to
Tenant physical possession thereof. Substantial Completion shall have occurred
even though minor details of construction, decoration, landscaping, and
mechanical adjustments remain to be completed by Landlord. Landlord shall use
all reasonable efforts to complete the punch list of incomplete, minor, detail
items prepared by the Project Architect in conjunction with the Certificate of
Substantial Completion within thirty (30) days after the date of Substantial
Completion, except as to such items that, by their nature, will take a longer
period to complete as set forth in the punch list.

                                   Exhibit C
                                     Page 1

<PAGE>

         4.       Commencement Date. The Commencement Date (herein so-called) of
the Lease shall be September 16, 2002. The Target Date (herein so-called) for
Substantial Completion of the Tenant Improvements is November 1, 2002. If
Substantial Completion is delayed because of (a) any acts or omissions of a
Tenant Party, (b) changes requested by Tenant to any submitted Drawings that
relate to matters other than changes necessary to conform such drawings to the
Outline Specification or to comply with Law, or (c) changes requested by Tenant
in the approved Drawings other than changes necessary to conform such drawings
with Law, then the Commencement Date shall not be extended, but rather shall
occur on the date on which it would have occurred but for such act, omission,
or event. Each day of delay in Substantial Completion caused by the acts,
omissions, or events described in clauses (a), (b) or (c) of the preceding
sentence or by a Tenant Party is herein called a "Tenant Delay Day". If the
actual date of Substantial Completion is delayed beyond the Target Date, then
Landlord shall have no liability therefor and the Commencement Date shall not
be extended by the period of any such delay. This Lease shall remain in full
effect notwithstanding any delay in Substantial Completion.

         5.       Allocation of Construction Costs. Landlord shall be obligated
to pay a maximum of Five Hundred Eighty Two Thousand Nine Hundred Sixty Four
and 65/100ths Dollars ($582,964.65) toward the cost to design, manage and
construct the Tenant Improvements. All other work required to design, manage
and construct the Tenant Improvements (the "Additional Work") shall be
performed at Tenant's additional expense. Tenant shall pay to Landlord the
costs of any Additional Work reflected either by the change order memorializing
such Additional Work under the contract for construction of the Tenant
Improvements, or by the Project Architect's estimate of design cost
attributable to the Additional Work. Any other costs attributable to
Additional Work which are not paid in advance by Tenant shall be billed to and
paid by the Tenant within ten (10) days following invoicing by Landlord.
Landlord's construction management fee shall equal three percent (3%) of the
cost to design, permit and construct the Tenant Improvements.

         6.       Condition of Premises at Delivery. Prior to delivery of the
Premises to Tenant and occupancy thereof by Tenant, Landlord will cause to be
removed from the Premises all rubbish, tools, scaffolding, and surplus
materials and will cause the Premises, interior and exterior, to be cleaned in
accordance with commercially reasonable standards to be set forth in the
construction contract for the Tenant Improvements and ready for occupancy. All
floors, floor coverings, roof areas, and glass will be cleaned, both interior
and exterior. The HVAC System and all utility services will be installed and
connected and in good working order, subject to Tenant's obligations and
responsibilities set forth in Section 6.04 of the Lease.

                                   Exhibit C
                                     Page 2

<PAGE>

                                 EXHIBIT "C-1"

                               PRELIMINARY PLANS
                           AND OUTLINE SPECIFICATIONS


                                    Exhibit C
                                     Page 3

<PAGE>

                                  EXHIBIT "D"

                         PERMITTED HAZARDOUS MATERIALS

                                      NONE

                                   Exhibit "D"

<PAGE>

                                  EXHIBIT "E"

                         SUBORDINATION, NONDISTURBANCE
                            AND ATTORNMENT AGREEMENT

         THIS SUBORDINATION, NONDISTURBANCE AND ATTORNMENT AGREEMENT (this
"Agreement") is made this______day of______, 199______, by and among___________,
a ______________________________________ state chartered banking institution
(hereinafter called "Mortgagee"), _____________________________, a____________
(hereinafter called "Tenant") and __________________, a ______________________
________________________________ (hereinafter called "Landlord").

                                  WITNESSETH:

        WHEREAS, Mortgagee is or will be the owner and holder of a______________
___________________________________(hereinafter called the "Mortgage"), covering
the real property described in Exhibit "A" attached hereto and made a part
hereof and the buildings and improvements thereon (hereinafter collectively
called the "Property") securing the payment of a promissory note in the stated
principal amount of $______________, executed by Landlord and payable to the
order of Mortgagee; and

         WHEREAS, Tenant is the holder of a lease (hereinafter called the
"Lease") dated_____, 19__, by and between Landlord, as the landlord, and Tenant,
as the tenant, covering that portion of the Property described therein
(hereinafter called the "Leased Premises"); and

         WHEREAS, Landlord, Tenant and Mortgagee desire to confirm and agree
upon certain of their rights and obligations with respect to the Lease and the
Mortgage;

         NOW, THEREFORE, in consideration of the mutual covenants and agreements
herein contained, Landlord, Tenant and Mortgagee hereby agree and covenant as
follows:

         1.       Subordination. The Lease now is, and shall at all times
continue to be, subject and subordinate in each and every respect, to the
Mortgage and to any and all increases, renewals, modifications, extensions,
substitutions, replacements and/or consolidations of the Mortgage.

         2.       Nondisturbance. So long as Tenant is not in default (beyond
any period given Tenant in the Lease to cure such default) in the payment of
rent or in the performance of any of the terms, covenants or conditions of the
Lease on Tenant's part to be performed, (i) Tenant's possession of the Leased
Premises and Tenant's rights and privileges under the Lease, or any extensions
or renewals thereof, or expansions into additional space within the Property
which may be effected in accordance with the terms of the Lease, shall not be
diminished or interfered with by Mortgagee in the exercise of any of its rights
under the Mortgage, (ii) Tenant's occupancy of the Leased Premises or any such
expansion space shall not be disturbed by Mortgagee in the exercise of any of
its rights under the Mortgage during the term of the Lease or any such
extensions or renewals thereof, and (iii) Mortgagee will not join Tenant as a
party defendant in any action or proceeding for the purpose of terminating
Tenant's interest and estate under the Lease because of any default under the
Mortgage.

         3.       Attornment. In the event any proceedings are brought for the
foreclosure of the Mortgage or if the Property be sold pursuant to a trustee's
sale under the Mortgage, or upon a transfer of the Property by conveyance in
lieu of foreclosure, Tenant shall attorn to the purchaser upon any such
foreclosure sale or trustee's sale or transfer in lieu thereof and shall
recognize such purchaser as the Landlord under the Lease. Such attornment shall
be effective and self-operative without the execution of any further instrument
on the part of any of the parties hereto. Tenant agrees, however, to execute and
deliver at any time and from time to time, upon the request of Landlord or of
any holder(s) of any of the indebtedness or other obligations secured by the
Mortgage or any such purchaser, any instrument or certificate which, in the
reasonable judgment of Landlord or of such holder(s) or such purchaser, may be
necessary or appropriate in any such foreclosure proceeding or otherwise to
evidence such attornment. In the event of any such attornment, Tenant further
waives the provisions of any statute or rule of law, now or hereafter in effect,
which may give or purport to give Tenant any right or election to terminate or
otherwise adversely affect the Lease and the obligations of Tenant thereunder as
a result of any such foreclosure proceeding, trustee's sale or conveyance in
lieu thereof.

         4.       Foreclosure and Sale. If Mortgagee shall succeed to the
interest of Landlord under the Lease in any manner, or if any purchaser
acquires the Leased Premises upon any foreclosure of the Mortgage or any
trustee's sale under the Mortgage, Mortgagee or such purchaser, as the case may
be, shall have the same remedies by entry, action or otherwise in the event of
any default by Tenant (beyond any period given to Tenant in the Lease to cure
such default) in the payment of rent or additional rent or in the performance
of any of the terms, covenants and conditions of the Lease on Tenant's part to
be performed that Landlord had or would have had if

                                   Exhibit "E"
                                     Page 2

<PAGE>

Mortgagee or such purchaser had not succeeded to the interest of Landlord. From
and after attornment by Tenant, Mortgagee or such purchaser shall be bound to
Tenant under all of the terms, covenants, and conditions of the Lease, and
Tenant shall, from and after the succession to the interest of Landlord under
the Lease by Mortgagee or such purchaser, have the same remedies against
Mortgagee or such purchaser for the breach of an agreement contained in the
Lease that Tenant might have had under the Lease against Landlord if Mortgagee
or such purchaser had not succeeded to the interest of Landlord; provided
further, however, that Mortgagee or such purchaser shall not in any event be:

         (a)      liable for any act or omission of any prior landlord
                  (including Landlord); or

         (b)      subject to any offsets or defenses which Tenant might
                  have against any prior landlord (including Landlord); or

         (c)      bound by any rent or additional rent which Tenant might have
                  paid for more than the current month to any prior landlord
                  (including Landlord), or by any security deposit, cleaning
                  deposit or other prepaid charge which Tenant might have
                  paid in advance to any prior landlord (including Landlord),
                  unless actually received by Mortgagee or such purchaser; or

         (d)      bound by or liable for any obligation of the landlord to pay
                  any sums of money to or for the benefit of or on behalf of
                  Tenant for concessions or inducements granted to Tenant by
                  the landlord (including Landlord) except as expressly set
                  forth in the Lease; or

         (e)      bound by any amendment or modification of the Lease made
                  without its consent.

         5.       Acknowledgment and Agreement by Tenant. Tenant acknowledges
                  and agrees that:

         (a)      Mortgagee, in making any disbursements to Landlord, is under
                  no obligation or duty to oversee or direct the application
                  of the proceeds of such disbursements, and such proceeds
                  may be used by Landlord for purposes other than improvement
                  of the Property.

         (b)      From and after the date hereof, in the event of any act or
                  omission by Landlord which would give Tenant the right,
                  either immediately or after the lapse of time, to cease
                  paying rent or terminate the Lease or to claim a partial or
                  total eviction, Tenant will not exercise any such right:

                           (i)  until it has given written notice of such act or
                                omission to Mortgagee; and

                           (ii) if Landlord shall have failed to cure such
                                default within the time provided for in the
                                Lease, then the Mortgagee shall have an
                                additional thirty (30) days within which to
                                cure such default or if such default cannot be
                                cured within that time, then such additional
                                time as may be necessary to cure such default
                                shall be deemed granted to Mortgagee if within
                                such thirty (30) days Mortgagee has commenced
                                and is diligently pursuing the remedies
                                necessary to cure such default (including, but
                                not limited to, commencement of foreclosure
                                proceedings, if necessary to effect such cure),
                                in which event the Lease shall not be
                                terminated while such remedies are being so
                                diligently pursued, provided however that any
                                such additional period shall not exceed 180
                                days from the date Mortgagee receives written
                                notice of such default.

         (c)      It has notice that the Lease and the rent and all other sums
                  due thereunder have been assigned or are to be assigned to
                  Mortgagee as security for the Loan secured by the Mortgage. In
                  the event that Mortgagee notifies Tenant of a default under
                  the Mortgage and demands that Tenant pay its rent and all
                  other sums due under the Lease to Mortgagee, Tenant shall
                  honor such demand and pay its rent and all other sums due
                  under the Lease directly to Mortgagee or as otherwise required
                  pursuant to such notice.

         (d)      It shall send a copy of any notice or statement claiming a
                  default by Landlord under the Lease to Mortgagee at the same
                  time such notice or statement is sent to Landlord.

         (e)      This Agreement satisfies any condition or requirements in the
                  Lease relating to the granting of a non-disturbance agreement.

         6.       Acknowledgment an Agreement by Landlord. Landlord, as
landlord under the Lease and mortgagor or grantor under the Mortgage,
acknowledges and agrees for itself and its successors and assigns, that:

         (a)      This Agreement does not:

                           (i)   constitute a waiver by Mortgagee of any of its
                                 rights under the Mortgage; and/or

                           (ii)  in any way release Landlord from its
                                 obligations to comply with the terms,
                                 provisions, conditions, covenants, agreements
                                 and clauses of the Mortgage;

                                   Exhibit "E"
                                     Page 3

<PAGE>

         (b)      The provisions of the Mortgage remain in full force and effect
                  and must be complied with by Landlord; and

         (c)      In the event of a default under the Mortgage, Tenant may pay
                  all rent and all other sums due under the Lease to Mortgagee
                  as provided in this Agreement.

         7.       Notice. All notices to be delivered hereunder to Mortgagee
shall be deemed to have been duly given if mailed under United States
registered or certified mail, with return receipt requested, postage prepaid to
Mortgagee at_____________________________ (or at such other address as shall be
given in writing by Mortgagee to Tenant) and shall be deemed complete upon any
such mailing.

         8.       Miscellaneous.

         (a)      This Agreement supersedes any inconsistent provision of the
                  Lease.

         (b)      Mortgagee shall have no obligations nor incur any liability
                  with respect to any warranties of any nature whatsoever,
                  whether pursuant to the Lease or otherwise, including, without
                  limitation, any warranties respecting use, compliance with
                  zoning, Landlord's title, Landlord's authority, habitability,
                  fitness for purpose or possession.

         (c)      This Agreement shall inure to the benefit of the parties
                  hereto, their respective successors and permitted assigns;
                  provided, however, that in the event of the assignment or
                  transfer of the interest of Mortgagee, all obligations and
                  liabilities of Mortgagee under this Agreement shall terminate,
                  and thereupon all such obligations and liabilities shall be
                  the responsibility of the party to whom Mortgagee's interest
                  is assigned or transferred.

         (d)      This Agreement shall be governed by and construed in
                  accordance with the laws of the State of Texas.

         IN WITNESS WHEREOF, the parties have executed this Agreement as of the
         date first written above.

                           MORTGAGEE:

                           _______________________________________,
                           a________________state chartered banking institution

                           By:_________________________________________________
                           Name:_______________________________________________
                           Title:______________________________________________

                           TENANT:

                           ____________________________________________________,
                           a______________________________________

                           By:_________________________________________________
                           Name: (Printed)_____________________________________
                           Title:______________________________________________

                           LANDLORD:

                           ____________________________________________________,
                           a______________________________________

                           By:_________________________________________________
                           Name: (Printed)_____________________________________
                           Title:______________________________________________

STATE OF TEXAS     Section.
                   Section.
COUNTY OF DALLAS   Section.

                                   Exhibit "E"
                                     Page 4

<PAGE>

        This instrument was acknowledged before me on this ________ day
of ________, 199________, by ________________, ________________ of __________
________________, a ________ State Chartered Banking
institution, on behalf of said bank.

[SEAL]                                 __________________________________
                                          Notary Public, State of Texas

STATE OF ____________ Section.
                      Section.
COUNTY OF ___________ Section.

         This instrument was acknowledged before me on this ___________ day of
 ___________, ________ 199___________, by ___________________________________ of
_________________________________, a ___________, on behalf of said ____________

[SEAL]                                ___________________________________
                                        Notary Public, State of Texas

STATE OF TEXAS           Section.
                         Section.
COUNTY OF________________Section.

         This instrument was acknowledged before me on this ___________ day of
 ______________________, 199___________, by_________________________________,
of ______________________, a ________________ corporation, on behalf of said
corporation.

[SEAL]                             ___________________________________________
                                        Notary Public, State of ______________

                                   Exhibit "E"
                                     Page 5

<PAGE>

                                  EXHIBIT "F"

                              ESTOPPEL CERTIFICATE

The undersigned, _________________________________, does hereby make the
following statements:

Article 1.     The undersigned is the Tenant under a certain Lease dated ______,
               with ______________________, as Landlord, leasing the Premises
               commonly known as ______________________________________________

Article 2.     The Lease dated ______________________ is in full force and
               effect and the undersigned is aware of no defaults under the
               terms and conditions of the Lease and has no offsets against
               rentals due the Landlord or to become due the Landlord.

Article 3.     The undersigned accepted possession of the Premises on ________,
               the Lease Term began on  __________, and ends on ______________,
               pursuant to the terms and conditions of the Lease.

Article 4.     The total Base Rent to be paid pursuant to the terms of said
               Lease is not less than $____________________ and no Base Rent has
               been paid more than one month in advance.

Article 5.     In the event of a default by the Landlord under any of the
               terms and conditions of the Lease, the undersigned at the same
               time notice thereof is given to the Landlord, will notify the
               holder of any first mortgage or deed of trust covering the
               Property, provided Landlord has provided Tenant the address of
               such mortgagee. In the event that the default is not cured by the
               Landlord within the time provided for under the terms and
               conditions of the Lease and provided the Mortgagee has given the
               undersigned written notice of mortgagee's intention to cure such
               default, the undersigned will allow the mortgagee the opportunity
               and sufficient additional time within which to correct Landlord's
               default, provided the mortgagee diligently pursues such cure.

                                        ________________________________________

                                        By:_____________________________________

                                        Title:__________________________________

                                        Date:___________________________________

                                   Exhibit "F"

<PAGE>

                                  EXHIBIT "G"

                             RULES AND REGULATIONS

1.       Landlord will furnish Tenant free of charge two (2) keys to each door
         in and to the Tenant's leased Premises. Landlord may make any
         reasonable charge for additional keys, and Tenant shall not make or
         have made additional keys, and Tenant shall not alter any lock or
         install a new or additional lock or bolt on any door of its
         Premises. Tenant, upon the termination of its tenancy, shall
         deliver the Landlord the keys of all doors which have been
         furnished to the Tenant and in the event of loss of any keys
         furnished, shall notify Landlord of lost keys.

2.       Landlord will not be responsible for lost or stolen personal property,
         equipment, money or jewelry from the leased Premises or the project
         regardless of whether such loss occurs when the area is locked
         against entry or not.

3.       No Tenant and no employee of any Tenant shall go up on the roof of the
         Building, without prior knowledge and written consent of the
         Landlord.

4.       Tenant shall be responsible for maintaining with Landlord an up-to-date
         list of personnel to be notified in the event of an emergency. This
         list must include correct after hours phone numbers, pager numbers
         and cellular numbers for the employee(s) who are designated for
         this responsibility.

5.       The directory of the building, if any, will be provided exclusively for
         the display of the name and location of tenants only and Landlord
         reserves the right to exclude any names there from.

6.       Tenant and its employees, agents and invitees shall park their vehicles
         only in those parking areas designated by Landlord. Tenant shall
         not leave any vehicle in a state of disrepair (including without
         limitation: flat tires, out of date inspection stickers or license
         plates) on the leased Premises or project. If Tenant or its
         employees, agents or invitees park their vehicles in areas other
         than the designated parking areas or leave any vehicle in a state
         of disrepair, Landlord, after giving written notice to Tenant of
         such violation, shall have the right after three (3) days,
         including weekends and holidays to remove such vehicles at Tenant's
         expense. No termination of parking privileges or removal or
         impoundment of a vehicle shall create any liability on Landlord or
         be deemed to interfere with Tenant's right to possession of its
         leased Premises. All responsibility for damage to vehicles or
         persons is assumed by the owner of the vehicle or its driver. The
         areas located directly in front of the dock doors shall strictly be
         used for loading and unloading and shall not be used for additional
         parking except as approved by the Landlord. Semi-trailers and/or
         trucks may not block or obstruct the traffic flow or marked fire
         lanes.

7.       All cleaning and janitorial services, if any, for the Building and the
         Premises shall be provided or approved exclusively through
         Landlord. Tenant shall not cause any unnecessary labor by
         carelessness or indifference to the good order and cleanliness of
         the Premises. Landlord shall not in any way be responsible to any
         Tenant for any loss of property on the Premises, however occurring,
         or for any damage to any Tenant's property caused by the janitor or
         any other persons who might be working on the property.

8.       Tenant shall not store anything on the exterior of the Building
         without prior written consent from Landlord.

9.       Tenant shall not use any method of heating or air conditioning
         other than that supplied by Landlord.

10.      Tenant shall not use in any space of the Building any hand trucks
         except those equipped with wheels and side guards or other such
         material-handling equipment as Landlord may approve. Tenant shall
         not bring any other vehicles of any kind into the Building, except
         as may be necessary from time to time in the course of Tenant's
         business. No vehicles may be parked or stored inside the Building
         for an extended period.

11.      No person shall disturb occupants of the Building by the use of any
         radios, record players, tape recorders, musical instruments or the
         making of unseemly noises of any kind. Tenant shall not permit any
         objectionable or unpleasant odors, smoke, smoke, dust, gas, noise
         or vibrations to emanate from the Premises, nor take any other
         action that would constitute a nuisance or would disturb,
         unreasonably interfere with or endanger Landlord or any other
         Tenants of the Building in which the Premises are a part.

12.      The restroom facilities and other water fixtures shall not be used for
         any other purpose other than those for which they were constructed
         and any damage resulting to them from misuse or by the defacing or
         injury of any part of the Building shall be borne by the Tenant. No
         person shall use water from the faucets except for those for which
         they are billed by the applicable water department.

13.      Tenant shall not obstruct any sidewalks, halls, passages, exits,
         entrances or stairways of the Building. The halls, passages, exits
         and stairways are not for the general public, and Landlord shall in
         all cases retain the right to control and prevent access to the
         Building of all persons whose presence in the judgment of Landlord
         would be prejudicial to the safety, character, reputation and
         interests of the Building and its Tenants provided that nothing
         contained in this rule shall be construed to prevent such access to
         persons with whom Tenant normally deals in the ordinary course of
         its business, unless such persons are engaged in illegal activities.

                                   Exhibit "G"

<PAGE>

14.      None of the parking, lawn areas, entries, passages or doors shall be
         blocked or obstructed nor any rubbish, litter, trash or material of
         any nature placed, emptied or thrown into these areas or such area
         used by Tenant's agents, employees or invitees at any time for
         purposes inconsistent with their designation by Landlord.

15.      Tenant shall not place, install or operate on the leased Premises or in
         any part of the Building any engine, stove or machinery, or conduct
         mechanical operations or cook thereon or therein, or place or use
         in or about the leased Premises or project any explosives,
         gasoline, kerosene, oil, acids, caustics or any flammable,
         explosive or hazardous materials without written consent of
         Landlord.

16.      Tenant shall not use the name of the Building in connection with or in
         promoting or advertising the business of Tenant without prior written
         consent of Landlord.

17.      Tenant shall not place a load upon any floor, which exceeds the load
         per square foot, which floor was designed to carry and which is
         allowed by law. Landlord shall have the right to prescribe the
         weight, size and position to all equipment; materials, furniture or
         other property brought into the Building. Heavy objects shall stand
         on such platforms as determined by Landlord to be necessary to
         properly distribute the weight. Business machines and mechanical
         equipment which cause noise or vibration that may be transmitted to
         the structure of the Building or to any space in the Building to
         such a degree as to be objectionable to Landlord or to any Tenants
         shall be placed and maintained by Tenant, at Tenant's expense, on
         vibration eliminators or other devices sufficient to eliminate
         noise or vibration. The persons employed to move such equipment in
         or out of the Building must be acceptable to Landlord. Landlord
         will not be responsible for loss of or damage to any such equipment
         or other property from any cause, and all damage done to the
         Building by maintaining or moving such equipment or other property
         shall be repaired at the expense of Tenant.

18.      Except as approved by Landlord and further provided in Section 6.05 A
         of the lease, Tenant shall not mark, drive nails, screw or drill
         into the partitions, woodwork or plaster or in any way deface the
         Premises. Tenant shall not cut or bore holes for wires. Tenant
         shall not affix any floor covering to the floor of the Premises in
         any manner except as approved by Landlord. Tenant shall repair any
         damage resulting from noncompliance with this rule.

19.      Tenant shall store and dispose of all its trash and garbage in proper
         receptacles, located in areas approved by Landlord and at its sole
         cost and expense. Said receptacles must be of a size and type that
         will be compatible with the volume, size, and type of trash that is
         placed into the receptacle.
         All doors or closures must be kept closed at all times, if there
         are no doors, then Tenant shall be required to schedule the
         frequency of the emptying of their receptacle(s) so that no trash
         will spill over the top onto the ground. Tenant shall not place in
         any trash box or receptacle any material that cannot be disposed of
         in the ordinary and customary manner of trash and garbage disposal.
         Tenant shall be responsible for the removal of all trash and debris
         from the exterior of the property within the boundaries of their
         leasehold, regardless of where such trash and debris originated.

20.      No sign, placard, advertisement, name or notice shall be installed or
         displayed on any part of the outside or inside of the Building
         without prior written consent of the Landlord. Landlord shall have
         the right to remove at Tenant's expense and without notice, any
         sign installed or displayed in violation of this rule. All approved
         signs or lettering on doors and walls shall be printed, affixed,
         painted or inscribed at Tenant's expense by a person or vendor
         chosen or approved by Landlord. In addition, Landlord reserves the
         right to change from time to time the format of the signs or
         lettering and to require previously approved signs to be altered,
         the cost for which shall not be unreasonable.

21.      If Landlord objects to in writing any curtains, blinds, shades or
         screens attached to, hung in or used in connection with any window
         or door, Tenant shall immediately discontinue such use. No awning
         shall be permitted on any part of the Premises without Landlord's
         prior approval. Tenant shall not place anything or allow anything
         to be placed against or near any glass partitions or doors or
         windows which may appear unsightly, in the reasonable discretion of
         Landlord, from outside the Premises.

22.      If Tenant requires telegraphic, telephonic, burglar alarm or similar
         services, it shall first obtain written permission and comply with
         Landlord's instructions for their installation, maintenance and
         monitoring.

23.      No cooking shall be done or permitted by any Tenant on the Premises,
         except by the use of an Underwriter's Laboratory approved microwave
         oven or equipment for brewing coffee, tea, hot chocolate and
         similar beverages, and provided that such equipment and use is in
         accordance with all applicable federal, state and city laws, codes,
         ordinances, rules and regulations.

24.      Tenant shall not install, maintain or operate upon the Premises any
         vending machine, except for the exclusive use of its employees.

25.      Tenant shall not at any time occupy any part of the leased Premises or
         project as sleeping or lodging quarters.

26.      No dogs, unless assisting the visually impaired, cats, fowl, or other
         animals shall be brought into or kept in or about the leased Premises.

27.      Landlord may waive one or more of these Rule and Regulations for the
         benefit of any particular tenant or tenants, but no such waiver

                                   Exhibit "G"

<PAGE>

         shall be construed as a waiver of such Rules and Regulations in
         favor of any other tenant or tenants, nor prevent Landlord from
         thereafter enforcing any such Rules and Regulations to include any
         or all of the Tenants of the Building.

28.      These Rules and Regulations are in addition to, and shall not be
         construed to in any way modify or amend, in whole or in part, the
         terms, covenants, agreements and conditions of any lease of
         premises in the Building.

29.      Landlord reserves the right to make other such reasonable rules and
         regulations as in its judgment may be from time to time be needed
         for safety and security, for care and cleanliness of the Building
         and for the preservation of good order in and about the Building.
         Tenant agrees to abide by all such rules and regulations in this
         Exhibit C and any additional rules and regulations, which may be
         added.

                                   Exhibit "G"

<PAGE>

                                  EXHIBIT "H"

                         SIGNAGE CRITERIA AND APPROVALS

Sign Criteria for Frankford Trade Center as of April 15, 2001

Signs shall meet the following criteria:

1.       Signs shall be composed of individual letters, not to exceed 30 inches
         in height. One character or logo, which shall not exceed 25% the total
         length of the sign, may be 36 inches in height and may be backlit with
         Argent's approval.
2.       Signs shall be located on the building front elevation only and within
         the designated signage band per Argent's plans and specifications for
         each building.
3.       Signs shall be made of solid expanded PVC, Komacel or equal product.
4.       Letters shall be 30mm minimum in depth.
5.       Letters of signs to be stud set with threaded connection on backside of
         letter.
6.       Letters of signs to be attached to concrete panels as directed by
         fabricator and approved by Argent.
7.       Sign shall be mounted 3" off the face of the building.
8.       No back lighting, other than that permitted in number 1 above, or
         building mounted lighting will be allowed and only recessed ground
         lighting will be permitted subject to Argent's approval.
9.       Drawing and specifications reflecting sign layout, location on
         building, typeface and color to be approved by Argent prior to
         fabrication.
10.      Signs to conform to City of Carrollton, Texas, sign criteria.

                                   Exhibit "H"