<PAGE>
                                                                    EXHIBIT 10.4


                                      LEASE


                     CALWEST INDUSTRIAL HOLDINGS TEXAS, L.P.,

                                    Landlord,

                                       and

                         HOME INTERIORS AND GIFTS, INC.,

                                     Tenant



MTIN
<PAGE>

                                TABLE OF CONTENTS

<Table>
<Caption>
                                                                                                                        PAGE
<S>                                                                                                                     <C>
1.        USE AND RESTRICTIONS ON USE ..................................................................................  1
2.        TERM .........................................................................................................  2
3.        RENT .........................................................................................................  2
4.        RENT ADJUSTMENTS .............................................................................................  2
5.        SECURITY DEPOSIT .............................................................................................  4
6.        ALTERATIONS ..................................................................................................  4
7.        REPAIR .......................................................................................................  5
8.        LIENS ........................................................................................................  5
9.        ASSIGNMENT AND SUBLETTING ....................................................................................  6
10.       INDEMNIFICATION ..............................................................................................  6
11.       INSURANCE ....................................................................................................  6
12.       WAIVER OF SUBROGATION ........................................................................................  6
13.       SERVICES AND UTILITIES .......................................................................................  7
14.       HOLDING OVER .................................................................................................  7
15.       SUBORDINATION ................................................................................................  7
16.       RULES AND REGULATIONS ........................................................................................  7
17.       REENTRY BY LANDLORD ..........................................................................................  7
18.       DEFAULT ......................................................................................................  8
19.       REMEDIES .....................................................................................................  8
20.       TENANT'S BANKRUPTCY OR INSOLVENCY ............................................................................ 10
21.       QUIET ENJOYMENT .............................................................................................. 11
22.       CASUALTY ..................................................................................................... 11
23.       EMINENT DOMAIN ............................................................................................... 12
24.       SALE BY LANDLORD ............................................................................................. 12
25.       ESTOPPEL CERTIFICATES ........................................................................................ 12
26.       SURRENDER OF PREMISES ........................................................................................ 13
27.       NOTICES ...................................................................................................... 13
28.       TAXES PAYABLE BY TENANT ...................................................................................... 13
29.       INTENTIONALLY DELETED ........................................................................................ 13
30.       DEFINED TERMS AND HEADINGS ................................................................................... 14
31.       TENANT'S AUTHORITY ........................................................................................... 14
32.       FINANCIAL STATEMENTS AND CREDIT REPORTS ...................................................................... 14
33.       COMMISSIONS .................................................................................................. 14
34.       TIME AND APPLICABLE LAW ...................................................................................... 14
35.       SUCCESSORS AND ASSIGNS ....................................................................................... 14
36.       ENTIRE AGREEMENT ............................................................................................. 14
</Table>



                                                                            MTIN
                                       -i-
<PAGE>

                                TABLE OF CONTENTS
                                   (continued)

<Table>
<Caption>
                                                                                                                        PAGE
<S>                                                                                                                     <C>
37.       EXAMINATION NOT OPTION....................................................................................     14
38.       RECORDATION...............................................................................................     14
39.       LIMITATION OF LANDLORD'S LIABILITY........................................................................     15
</Table>

EXHIBIT A -- FLOOR PLAN DEPICTING THE PREMISES
EXHIBIT A-1 -- SITE PLAN
EXHIBIT B -- INITIAL ALTERATIONS
EXHIBIT C -- COMMENCEMENT DATE MEMORANDUM
EXHIBIT D -- RULES AND REGULATIONS
EXHIBIT E -- ADDITIONAL SURRENDER CONDITIONS
EXHIBIT F -- ENVIRONMENTAL QUESTIONNAIRE AND DISCLOSURE STATEMENT



                                                                            MTIN
                                      -ii-
<PAGE>

                        MULTI-TENANT INDUSTRIAL NET LEASE

                                 REFERENCE PAGES


<Table>
<S>                                              <C>
BUILDING:                                        Frankford Trade Center
                                                 2828 Trade Center Blvd., Carrollton, Texas

LANDLORD:                                        CalWest Industrial Holdings Texas, L.P., a Delaware
                                                 limited partnership

LANDLORD'S ADDRESS:                              c/o RREEF Management Company
                                                 1406 Halsey Way, Suite 110
                                                 Carrollton, Texas 75007

WIRING INSTRUCTIONS AND/OR ADDRESS FOR           Frankford Trade Center
RENT PAYMENT:                                    PO Box 847555
                                                 Dallas, Texas 75284-7555

LEASE REFERENCE DATE:                            July 17, 2002

TENANT:                                          Home Interiors and Gifts, Inc.

TENANT'S NOTICE ADDRESS:

         (a) As of beginning of Term:            1649 Frankford Road West
                                                 Carrollton, Texas 75007

         (b) Prior to beginning of Term
             (if different):                     N/A

PREMISES ADDRESS:                                2828 Trade Center, Suite Number 100,
                                                 Carrollton, Texas 75007

PREMISES RENTABLE AREA:                          approximately 147,638 sq. ft. (for outline of
                                                 Premises see Exhibit A)

USE:                                             Warehouse, storage and distribution of home
                                                 accessories and gifts

SCHEDULED COMMENCEMENT DATE:                     July 23, 2002

TERM OF LEASE:                                   Approximately one (1) year, zero (0) months and
                                                 eight (8) days beginning on the Commencement Date
                                                 and ending on the Termination Date. The period from
                                                 the Commencement Date to the last day of the same
                                                 month is the "Commencement Month"

TERMINATION DATE:                                July 31, 2003

ANNUAL RENT and MONTHLY INSTALLMENT OF
RENT(Article 3):
</Table>

<Table>
<Caption>
                           RENTABLE                                                     MONTHLY
                            SQUARE          ANNUAL RENT PER       ANNUAL             INSTALLMENT OF
     PERIOD                FOOTAGE            SQUARE FOOT          RENT                   RENT
------------------         --------         ---------------       ------             --------------
from       through
----       -------
<S>       <C>              <C>              <C>                 <C>                  <C>
7/23/02   7/31/03           147,638              $3.00          $442,914.00            $36,909.50
</Table>

<Table>
<S>                                              <C>
INITIAL ESTIMATED MONTHLY INSTALLMENT            $11,072.86 ($3,321.86 Common Area Maintenance;
OF RENT ADJUSTMENTS (Article 4)                  $7,012.81 Tax; $738.19 Insurance)

TENANT'S PROPORTIONATE SHARE:                    21%
</Table>



MTIN
                                       iii
<PAGE>
<Table>
<S>                                              <C>
SECURITY DEPOSIT:                                $36,909.50

ASSIGNMENT/SUBLETTING FEE                        N/A

REAL ESTATE BROKER DUE COMMISSION:               The Staubach Companies and Cushman & Wakefield of
                                                 Texas, Inc.

TENANT'S SIC CODE:                               5023

AMORTIZATION RATE:                               N/A
</Table>

The Reference Pages information is incorporated into and made a part of the
Lease. In the event of any conflict between any Reference Pages information and
the Lease, the Lease shall control. This Lease includes Exhibits A through F,
all of which are made a part of this Lease.

LANDLORD:                                   TENANT:

CALWEST INDUSTRIAL HOLDINGS TEXAS,          HOME INTERIORS AND GIFTS, INC.
L.P., A DELAWARE LIMITED PARTNERSHIP

By:    CalWest Texas, LLC, a Delaware
       limited liability company

Its:   General Partner

By:    RREEF Management Company, a
       Delaware corporation

Its:   Property Manager

By:    /s/ CYNTHIA PRENDERGAST              By:    /s/ KENNETH J. CICHOCKI
       --------------------------------            -----------------------------

Name:  Cynthia Prendergast                  Name:  Kenneth J. Cichocki

Title: District Manager                     Title: Chief Financial Officer

Dated: July 29, 2002                        Dated: July 25, 2002



                                                             --------
                                                             Initials
MTIN
                                       iv
<PAGE>

                                      LEASE

         By this Lease Landlord leases to Tenant and Tenant leases from Landlord
the Premises in the Building as set forth and described on the Reference Pages.
The Premises are depicted on the floor plan attached hereto as Exhibit A, and
the Building is depicted on the site plan attached hereto as Exhibit A-1. The
Reference Pages, including all terms defined thereon, are incorporated as part
of this Lease.

1. USE AND RESTRICTIONS ON USE.

         1.1 The Premises are to be used solely for the purposes set forth on
the Reference Pages. Notwithstanding anything contained herein to the contrary,
Tenant may change the use set forth on the Reference Pages with Landlord's
consent, which consent shall not be unreasonably withheld. Tenant shall not do
or permit anything to be done in or about the Premises which will in any way
obstruct or interfere with the rights of other tenants or occupants of the
Building or injure, annoy, or disturb them, or allow the Premises to be used for
any improper, immoral, unlawful, or objectionable purpose, or commit any waste.
Tenant shall not do, permit or suffer in, on, or about the Premises the sale of
any alcoholic liquor without the written consent of Landlord first obtained.
Tenant shall comply with all governmental laws, ordinances and regulations
applicable to the use of the Premises and its occupancy and shall promptly
comply with all governmental orders and directions for the correction,
prevention and abatement of any violations in the Building or appurtenant land,
caused or permitted by, or resulting from the specific use by, Tenant or in or
upon, or in connection with, the Premises, all at Tenant's sole expense. Tenant
shall not do or permit anything to be done on or about the Premises or bring or
keep anything into the Premises which will in any way increase the rate of,
invalidate or prevent the procuring of any insurance protecting against loss or
damage to the Building or any of its contents by fire or other casualty or
against liability for damage to property or injury to persons in or about the
Building or any part thereof.

         1.2 Tenant shall not, and shall not direct, suffer or permit any of its
agents, contractors, employee's, licensees or invitees (collectively, the
"Tenant Entities") to at any time handle, use, manufacture, store or dispose of
in or about the Premises or the Building any (collectively "Hazardous
Materials") flammables, explosives, radioactive materials, hazardous wastes or
materials, toxic wastes or materials, or other similar substances, petroleum
products or derivatives or any substance subject to regulation by or under any
federal, state and local laws and ordinances relating to the protection of the
environment or the keeping, use or disposition of environmentally hazardous
materials, substances, or wastes, presently in effect or hereafter adopted, all
amendments to any of them, and all rules and regulations issued pursuant to any
of such laws or ordinances (collectively "Environmental Laws"), nor shall Tenant
suffer or permit any Hazardous Materials to be used in any manner not fully in
compliance with all Environmental Laws, in the Premises or the Building and
appurtenant land or allow the environment to become contaminated with any
Hazardous Materials. Notwithstanding the foregoing, Tenant may handle, store,
use or dispose of products containing small quantities of Hazardous Materials
(such as aerosol cans containing insecticides, toner for copiers, paints, paint
remover and the like) to the extent customary and necessary for the use of the
Premises for general office purposes; provided that Tenant shall always handle,
store, use, and dispose of any such Hazardous Materials in a safe and lawful
manner and never allow such Hazardous Materials to contaminate the Premises,
Building and appurtenant land or the environment. Tenant shall protect, defend,
indemnify and hold each and all of the Landlord Entities (as defined in Article
30) harmless from and against any and all loss, claims, liability or costs
(including court costs and attorney's fees) incurred by reason of any actual or
asserted failure of Tenant to fully comply with all applicable Environmental
Laws, or the presence, handling, use or disposition in or from the Premises of
any Hazardous Materials by Tenant or any Tenant Entity (even though permissible
under all applicable Environmental Laws or the provisions of this Lease), or by
reason of any actual or asserted failure of Tenant to keep, observe, or perform
any provision of this Section 1.2. Tenant hereby acknowledges that Tenant has
completed, executed and delivered to Landlord the Environmental Questionnaire
attached hereto and incorporated herein as Exhibit F and reaffirms that all
information provided in such Environmental Questionnaire is true and complete in
all respects as of the date hereof. Tenant shall not have any liability to
Landlord or to any third party under this Section 1.2 resulting from any
conditions existing, or events occurring, or any Hazardous Materials existing or
generated, at, in, on, under or in connection with the Premises prior to the
Commencement Date (herein defined).

         1.3 Tenant and the Tenant Entities will be entitled to the
non-exclusive use of the common areas of the Building as they exist from time to
time during the Term, including the parking facilities, subject to Landlord's
rules and regulations regarding such use. However, in no event will Tenant or
the Tenant Entities park more vehicles in the parking facilities than Tenant's
Proportionate Share of the total parking spaces available for common use. The
foregoing shall not be deemed to provide Tenant with an exclusive right to any
parking spaces or any guaranty of the availability of any particular parking
spaces or any specific number of parking spaces.


MTIN

                                       1
<PAGE>

2. TERM.

         2.1 The Term of this Lease shall begin on the date ("Commencement
Date") which shall be the Scheduled Commencement Date as shown on the Reference
Pages, and shall terminate on the date as shown on the Reference Pages
("Termination Date"), unless sooner terminated by the provisions of this Lease.
Landlord shall tender possession of the Premises on the Commencement Date and
all the work, if any, to be performed by Landlord pursuant to Exhibit B to this
Lease shall be completed within thirty (30) days of the Commencement Date.
Tenant shall deliver a punch list of items not completed within thirty (30) days
after Landlord tenders possession of the Premises and Landlord agrees to proceed
with due diligence to perform its obligations regarding such items. Tenant
shall, at Landlord's request, execute and deliver a memorandum agreement
provided by Landlord in the form of Exhibit C attached hereto, setting forth the
actual Commencement Date, Termination Date and, if necessary, a revised rent
schedule. Should Tenant fail to do so within thirty (30) days after Landlord's
request, the information set forth in such memorandum provided by Landlord shall
be conclusively presumed to be agreed and correct.

         2.2 Tenant agrees that in the event of the inability of Landlord to
deliver possession of the Premises on the Scheduled Commencement Date for any
reason, Landlord shall not be liable for any damage resulting from such
inability, but Tenant shall not be liable for any rent until the time when
Landlord can, after notice to Tenant, deliver possession of the Premises to
Tenant. No such failure to give possession on the Scheduled Commencement Date
shall affect the other obligations of Tenant under this Lease, except that if
Landlord is unable to deliver possession of the Premises within seven (7) days
after the Scheduled Commencement Date, Tenant shall have the option to terminate
this Lease unless said delay is as a result of: (a) Tenant's failure to agree to
plans and specifications and/or construction cost estimates or bids; (b)
Tenant's request for materials, finishes or installations other than Landlord's
standard except those, if any, that Landlord shall have expressly agreed to
furnish without extension of time agreed by Landlord; (c) Tenant's change in any
plans or specifications; or, (d) performance or completion by a party employed
by Tenant (each of the foregoing, a "Tenant Delay"). If any delay is the result
of a Tenant Delay, the Commencement Date and the payment of rent under this
Lease shall be accelerated by the number of days of such Tenant Delay.

         2.3 In the event Landlord permits Tenant, or any agent, employee or
contractor of Tenant, to enter, use or occupy the Premises prior to the
Commencement Date, such entry, use or occupancy shall be subject to all the
provisions of this Lease other than the payment of rent, including, without
limitation, Tenant's compliance with the insurance requirements of Article 11.
Said early possession shall not advance the Termination Date.

3. RENT.

         3.1 Tenant agrees to pay to Landlord the Annual Rent in effect from
time to time by paying the Monthly Installment of Rent then in effect on or
before the first day of each full calendar month during the Term, except that
the first full month's rent shall be paid upon the execution of this Lease. The
Monthly Installment of Rent in effect at any time shall be one-twelfth (1/12) of
the Annual Rent in effect at such time. Rent for any period during the Term
which is less than a full month shall be a prorated portion of the Monthly
Installment of Rent based upon the number of days in such month. Said rent shall
be paid to Landlord, without deduction or offset and without notice or demand,
at the Rent Payment Address, as set forth on the Reference Pages, or to such
other person or at such other place as Landlord may from time to time designate
in writing. If an Event of Default occurs, Landlord may require by notice to
Tenant that all subsequent rent payments be made by an automatic payment from
Tenant's bank account to Landlord's account, without cost to Landlord. Tenant
must implement such automatic payment system prior to the next scheduled rent
payment or within ten (10) days after Landlord's notice, whichever is later.
Unless specified in this Lease to the contrary, all amounts and sums payable by
Tenant to Landlord pursuant to this Lease shall be deemed additional rent.

         3.2 Tenant recognizes that late payment of any rent or other sum due
under this Lease will result in administrative expense to Landlord, the extent
of which additional expense is extremely difficult and economically impractical
to ascertain. Tenant therefore agrees that if rent or any other sum is not paid
within seven (7) days after due and payable pursuant to this Lease, a late
charge shall be imposed in an amount equal to the greater of: (a) Fifty Dollars
($50.00), or (b) four percent (4%) of the unpaid rent or other payment. The
amount of the late charge to be paid by Tenant shall be reassessed and added to
Tenant's obligation for each successive month until paid. The provisions of this
Section 3.2 in no way relieve Tenant of the obligation to pay rent or other
payments on or before the date on which they are due, nor do the terms of this
Section 3.2 in any way affect Landlord's remedies pursuant to Article 19 of this
Lease in the event said rent or other payment is unpaid after date due.

4. RENT ADJUSTMENTS.

         4.1 For the purpose of this Article 4, the following terms are defined
as follows:



MTIN
                                        2
<PAGE>

                  4.1.1 LEASE YEAR: Each fiscal year (as determined by Landlord
from time to time) falling partly or wholly within the Term.

                  4.1.2 EXPENSES: All reasonable and customary costs of
operation, maintenance, repair, replacement and management of the Building
(including the amount of any credits which Landlord may grant to particular
tenants of the Building in lieu of providing any standard services or paying any
standard costs described in this Section 4.1.2 for similar tenants), as
determined in accordance with generally accepted accounting principles,
including the following costs by way of illustration, but not limitation: water
and sewer charges; insurance charges of or relating to all insurance policies
and endorsements deemed by Landlord to be reasonably necessary or desirable and
relating in any manner to the protection, preservation, or operation of the
Building or any part thereof; utility costs, including, but not limited to, the
cost of heat, light, power, steam, gas; waste disposal; the cost of janitorial
services; the cost of security and alarm services (including any central station
signaling system); costs of cleaning, repairing, replacing and maintaining the
common areas, including parking and landscaping, window cleaning costs; labor
costs; costs and expenses of managing the Building including management and/or
administrative fees; air conditioning maintenance costs; elevator maintenance
fees and supplies; material costs; equipment costs including the cost of
maintenance, repair and service agreements and rental and leasing costs;
purchase costs of equipment; current rental and leasing costs of items which
would be capital items if purchased; tool costs; licenses, permits and
inspection fees; wages and salaries; employee benefits and payroll taxes;
accounting and legal fees; any sales, use or service taxes incurred in
connection therewith. In addition, Landlord shall be entitled to recover, as
additional rent (which, along with any other capital expenditures constituting
Expenses, Landlord may either include in Expenses or cause to be billed to
Tenant along with Expenses and Taxes but as a separate item), Tenant's
Proportionate Share of: (i) an allocable portion of the cost of capital
improvement items which are reasonably calculated to reduce operating expenses;
(ii) the cost of fire sprinklers and suppression systems and other life safety
systems; and (iii) other capital expenses which are required under any
governmental laws, regulations or ordinances which were not applicable to the
Building at the time it was constructed; but the costs described in this
sentence shall be amortized over the reasonable life of such expenditures in
accordance with such reasonable life and amortization schedules as shall be
determined by Landlord in accordance with generally accepted accounting
principles, with interest on the unamortized amount at one percent (1%) in
excess of the Wall Street Journal prime lending rate announced from time to
time. Expenses shall not include depreciation or amortization of the Building or
equipment in the Building except as provided herein, loan principal payments,
costs of alterations of tenants' premises, leasing commissions, interest
expenses on long-term borrowings or advertising costs.

                  4.1.3 TAXES: Real estate taxes and any other taxes, charges
and assessments which are levied with respect to the Building or the land
appurtenant to the Building, or with respect to any improvements, fixtures and
equipment or other property of Landlord, real or personal, located in the
Building and used in connection with the operation of the Building and said
land, any payments to any ground lessor in reimbursement of tax payments made by
such lessor and all fees, expenses and costs incurred by Landlord in
investigating, protesting, contesting or in any way seeking to reduce or avoid
increase in any assessments, levies or the tax rate pertaining to any Taxes to
be paid by Landlord in any Lease Year. Taxes shall not include any franchise, or
estate, inheritance or net income tax, or tax imposed upon any transfer by
Landlord of its interest in this Lease or the Building or any taxes to be paid
by Tenant pursuant to Article 28.

         4.2 Tenant shall pay as additional rent for each Lease Year Tenant's
Proportionate Share of Expenses and Taxes incurred for such Lease Year. Landlord
agrees to promptly pay any Expenses and Taxes when due.

         4.3 The annual determination of Expenses shall be made by Landlord and
shall be binding upon Landlord and Tenant, subject to the provisions of this
Section 4.3. During the Term, Tenant may review, at Tenant's sole cost and
expense, the books and records supporting such determination in an office of
Landlord, or Landlord's agent, during normal business hours, upon giving
Landlord five (5) days advance written notice within sixty (60) days after
receipt of such determination, but in no event more often than once in any one
(1) year period, subject to execution of a confidentiality agreement acceptable
to Landlord, and provided that if Tenant utilizes an independent accountant to
perform such review it shall be one of national standing which is reasonably
acceptable to Landlord, is not compensated on a contingency basis and is also
subject to such confidentiality agreement. If Tenant fails to object to
Landlord's determination of Expenses within one hundred eighty (180) days after
receipt, or if any such objection fails to state with specificity the reason for
the objection, Tenant shall be deemed to have approved such determination and
shall have no further right to object to or contest such determination. In the
event that during all or any portion of any Lease Year or Base Year, the
Building is not fully rented and occupied Landlord shall make an appropriate
adjustment in occupancy-related Expenses for such year for the purpose of
avoiding distortion of the amount of such Expenses to be attributed to Tenant by
reason of variation in total occupancy of the Building, by employing consistent
and sound accounting and management principles to determine Expenses that would
have been paid or incurred by Landlord had the Building been at least
ninety-five percent (95%) rented and occupied, and the amount so determined
shall be deemed to have been Expenses for such Lease Year.



MTIN
                                        3
<PAGE>

         4.4 Prior to the actual determination thereof for a Lease Year,
Landlord may from time to time estimate Tenant's liability for Expenses and/or
Taxes under Section 4.2, Article 6 and Article 28 for the Lease Year or portion
thereof. Landlord will give Tenant written notification of the amount of such
estimate and Tenant agrees that it will pay, by increase of its Monthly
Installments of Rent due in such Lease Year, additional rent in the amount of
such estimate. Any such increased rate of Monthly Installments of Rent pursuant
to this Section 4.4 shall remain in effect until further written notification to
Tenant pursuant hereto.

         4.5 When the above mentioned actual determination of Tenant's liability
for Expenses and/or Taxes is made for any Lease Year and when Tenant is so
notified in writing, then:

                  4.5.1 If the total additional rent Tenant actually paid
pursuant to Section 4.3 on account of Expenses and/or Taxes for the Lease Year
is less than Tenant's liability for Expenses and/or Taxes, then Tenant shall pay
such deficiency to Landlord as additional rent in one lump sum within thirty
(30) days of receipt of Landlord's bill therefor; and

                  4.5.2 If the total additional rent Tenant actually paid
pursuant to Section 4.3 on account of Expenses and/or Taxes for the Lease Year
is more than Tenant's liability for Expenses and/or Taxes, then Landlord shall
credit the difference against the then next due payments to be made by Tenant
under this Article 4, or, if the Lease has terminated, promptly refund the
difference in cash.

         4.6 If the Commencement Date is other than January 1 or if the
Termination Date is other than December 31, Tenant's liability for Expenses and
Taxes for the Lease Year in which said Date occurs shall be prorated based upon
a three hundred sixty-five (365) day year.

5. SECURITY DEPOSIT. Tenant shall deposit the Security Deposit with Landlord
upon the execution of this Lease. Said sum shall be held by Landlord as security
for the faithful performance by Tenant of all the terms, covenants and
conditions of this Lease to be kept and performed by Tenant and not as an
advance rental deposit or as a measure of Landlord's damage in case of Tenant's
default. If Tenant defaults with respect to any provision of this Lease,
Landlord may use any part of the Security Deposit for the payment of any rent or
any other sum in default, or for the payment of any amount which Landlord may
spend or become obligated to spend by reason of Tenant's default or to
compensate Landlord for any other loss or damage which Landlord may suffer by
reason of Tenant's default. If any portion is so used, Tenant shall within five
(5) days after written demand therefor, deposit with Landlord an amount
sufficient to restore the Security Deposit to its original amount and Tenant's
failure to do so shall be a material breach of this Lease. Except to such
extent, if any, as shall be required by law, Landlord shall not be required to
keep the Security Deposit separate from its general funds, and Tenant shall not
be entitled to interest on such deposit. If Tenant shall fully and faithfully
perform every provision of this Lease to be performed by it, the Security
Deposit or any balance thereof shall be returned to Tenant at such time after
termination of this Lease when Landlord shall have determined that all of
Tenant's obligations under this Lease have been fulfilled.

6. ALTERATIONS.

         6.1 Except for those, if any, specifically provided for in Exhibit B to
this Lease, Tenant shall not make or suffer to be made any alterations,
additions, or improvements, including, but not limited to, the attachment of any
fixtures or equipment in, on, or to the Premises or any part thereof or the
making of any improvements as required by Article 7, without the prior written
consent of Landlord. When applying for such consent, Tenant shall, if requested
by Landlord, furnish complete plans and specifications for such alterations,
additions and improvements. Landlord's consent shall not be unreasonably
withheld with respect to alterations which (i) are not structural in nature,
(ii) are not visible from the exterior of the Building, (iii) do not affect or
require modification of the Building's electrical, mechanical, plumbing, HVAC or
other systems, and (iv) in aggregate do not cost more than $5.00 per rentable
square foot of that portion of the Premises affected by the alterations in
question.

         6.2 In the event Landlord consents to the making of any such
alteration, addition or improvement by Tenant, the same shall be made by using
either Landlord's contractor or a contractor reasonably approved by Landlord, in
either event at Tenant's sole cost and expense. If Tenant shall employ any
contractor other than Landlord's contractor and such other contractor or any
subcontractor of such other contractor shall employ any non-union labor or
supplier, Tenant shall be responsible for and hold Landlord harmless from any
and all delays, damages and extra costs suffered by Landlord as a result of any
dispute with any labor unions concerning the wage, hours, terms or conditions of
the employment of any such labor. In any event Landlord may charge Tenant a
construction management fee not to exceed five percent (5%) of the cost of such
work to cover its overhead as it relates to such proposed work, plus third-party
costs actually incurred by Landlord in connection with the proposed work and the
design thereof, with all such amounts being due thirty (30) days after
Landlord's written demand.



MTIN
                                        4
<PAGE>

         6.3 All alterations, additions or improvements proposed by Tenant shall
be constructed in accordance with all government laws, ordinances, rules and
regulations, using Building standard materials where applicable, and Tenant
shall, prior to construction, provide the additional insurance required under
Article 11 in such case, and also all such assurances to Landlord as Landlord
shall reasonably require to assure payment of the costs thereof, including but
not limited to, notices of non-responsibility, waivers of lien, surety company
performance bonds and funded construction escrows and to protect Landlord and
the Building and appurtenant land against any loss from any mechanic's,
materialmen's or other liens. Tenant shall pay in addition to any sums due
pursuant to Article 4, any increase in real estate taxes attributable to any
such alteration, addition or improvement for so long, during the Term, as such
increase is ascertainable; at Landlord's election said sums shall be paid in the
same way as sums due under Article 4. Landlord may, as a condition to its
consent to any particular alterations or improvements, require Tenant to deposit
with Landlord the amount reasonably estimated by Landlord as sufficient to cover
the cost of removing such alterations or improvements and restoring the
Premises, to the extent required under Section 26.2

7. REPAIR.

7.1 Landlord shall have no obligation to alter, remodel, improve, repair,
decorate or paint the Premises, except as specified in Exhibit B if attached to
this Lease and except that Landlord shall repair and maintain the structural
portions of the roof, foundation and walls of the Building, sprinklers systems,
underground plumbing and sewer lines, water, gas and electric service lines to
the point where such service lines enter the Building of which the Premises are
a part. By taking possession of the Premises, Tenant accepts them as being in
good order, condition and repair and in the condition in which Landlord is
obligated to deliver them, except as set forth in the punch list to be delivered
pursuant to Section 2.1, except for latent defects, which Tenant shall have a
period of ninety (90) days after the Commencement Date to discover and promptly
report same to Landlord. It is hereby understood and agreed that no
representations respecting the condition of the Premises or the Building have
been made by Landlord to Tenant, except as specifically set forth in this Lease.
Landlord shall not be liable for any failure to make any repairs or to perform
any maintenance unless such failure shall persist for an unreasonable time after
written notice of the need of such repairs or maintenance is given to Landlord
by Tenant

         7.2 Tenant shall at its own cost and expense keep and maintain all
parts of the Premises and such portion of the Building and improvements as are
within the exclusive control of Tenant in good condition, promptly making all
necessary repairs and replacements, whether ordinary or extraordinary, with
materials and workmanship of the same character, kind and quality as the
original (including, but not limited to, repair and replacement of all fixtures
installed by Tenant, water heaters serving the Premises, windows, glass and
plate glass, doors, exterior stairs, skylights, any special office entries,
interior walls and finish work, floors and floor coverings, heating and air
conditioning systems serving the Premises, electrical systems and fixtures, dock
boards, truck doors, dock bumpers, plumbing work and fixtures, and performance
of regular removal of trash and debris). Tenant as part of its obligations
hereunder shall keep the Premises in a clean and sanitary condition. Tenant
will, as far as possible keep all such parts of the Premises from deterioration
due to ordinary wear and from falling temporarily out of repair, and upon
termination of this Lease in any way Tenant will yield up the Premises to
Landlord in good condition and repair, reasonable wear and tear and loss by fire
or other casualty excepted (but not excepting any damage to glass). Tenant
shall, at its own cost and expense, repair any damage to the Premises or the
Building resulting from and/or caused in whole or in part by the negligence or
misconduct of Tenant, its agents, employees, contractors, invitees, or any other
person entering upon the Premises as a result of Tenant's business activities or
caused by Tenant's default hereunder.

         7.3 Except as provided in Article 22, there shall be no abatement of
rent and no liability of Landlord by reason of any injury to or interference
with Tenant's business arising from the making of any repairs, alterations or
improvements in or to any portion of the Building or the Premises or to
fixtures, appurtenances and equipment in the Building. Except to the extent, if
any, prohibited by law, Tenant waives the right to make repairs at Landlord's
expense under any law, statute or ordinance now or hereafter in effect.

         7.4 Tenant shall, at its own cost and expense, enter into a regularly
scheduled preventive maintenance/service contract with a maintenance contractor
approved by Landlord for servicing all heating and air conditioning systems and
equipment serving the Premises (and a copy thereof shall be furnished to
Landlord). The service contract must include all services suggested by the
equipment manufacturer in the operation/maintenance manual and must become
effective within thirty (30) days of the date Tenant takes possession of the
Premises. Should Tenant fail to do so, Landlord may, upon notice to Tenant,
enter into such a maintenance/service contract on behalf of Tenant or perform
the work and in either case, charge Tenant the cost thereof along with a
reasonable amount for Landlord's overhead.

8. LIENS. Tenant shall keep the Premises, the Building and appurtenant land and
Tenant's leasehold interest in the Premises free from any liens arising out of
any services, work or materials performed, furnished, or contracted for by
Tenant, or obligations incurred by Tenant. In the event that Tenant fails,
within ten (10) days following the imposition of any such lien, to either cause
the


MTIN
                                        5
<PAGE>

same to be released of record or provide Landlord with insurance against the
same issued by a major title insurance company or such other protection against
the same as Landlord shall accept (such failure to constitute an Event of
Default), Landlord shall have the right to cause the same to be released by such
means as it shall deem proper, including payment of the claim giving rise to
such lien. All such sums paid by Landlord and all expenses incurred by it in
connection therewith shall be payable to it by Tenant within five (5) days
Landlord's demand.

9. ASSIGNMENT AND SUBLETTING.

         9.1 Tenant shall not have the right to assign or pledge this Lease or
to sublet the whole or any part of the Premises whether voluntarily or by
operation of law, or permit the use or occupancy of the Premises by anyone other
than Tenant, and shall not make, suffer or permit such assignment, subleasing or
occupancy.

10. INDEMNIFICATION. None of the Landlord Entities shall be liable and Tenant
hereby waives all claims against them for any damage to any property or any
injury to any person in or about the Premises or the Building by or from any
cause whatsoever (including without limiting the foregoing, rain or water
leakage of any character from the roof, windows, walls, basement, pipes,
plumbing works or appliances, the Building not being in good condition or
repair, gas, fire, oil, electricity or theft), except to the extent caused by or
arising from the gross negligence or willful misconduct of Landlord or its
agents, employees or contractors. Tenant shall protect, indemnify and hold the
Landlord Entities harmless from and against any and all loss, claims, liability
or costs (including court costs and attorney's fees) incurred by reason of (a)
any damage to any property (including but not limited to property of any
Landlord Entity) or any injury (including but not limited to death) to any
person occurring in, on or about the Premises or the Building to the extent that
such injury or damage shall be caused by or arise from any actual or alleged
act, neglect, fault, or omission by or of Tenant or any Tenant Entity to meet
any standards imposed by any duty with respect to the injury or damage; (b) the
conduct or management of any work or thing whatsoever done by the Tenant in or
about the Premises or from transactions of the Tenant concerning the Premises;
(c) Tenant's failure to comply with any and all governmental laws, ordinances
and regulations applicable to the condition or use of the Premises or its
occupancy; or (d) any breach or default on the part of Tenant in the performance
of any covenant or agreement on the part of the Tenant to be performed pursuant
to this Lease. The provisions of this Article shall survive the termination of
this Lease with respect to any claims or liability accruing prior to such
termination.

11. INSURANCE.

         11.1 Tenant shall keep in force throughout the Term: (a) a Commercial
General Liability insurance policy or policies to protect the Landlord Entities
against any liability to the public or to any invitee of Tenant or a Landlord
Entity incidental to the use of or resulting from any accident occurring in or
upon the Premises with a limit of not less than $1,000,000 per occurrence and
not less than $2,000,000 in the annual aggregate, or such larger amount as
Landlord may prudently require from time to time, covering bodily injury and
property damage liability and $1,000,000 products/completed operations
aggregate; (b) Business Auto Liability covering owned, non-owned and hired
vehicles with a limit of not less than $1,000,000 per accident; (c) insurance
protecting against liability under Worker's Compensation Laws with limits at
least as required by statute; (d) Employers Liability with limits of $500,000
each accident, $500,000 disease policy limit, $500,000 disease--each employee;
(e) All Risk or Special Form coverage protecting Tenant against loss of or
damage to Tenant's alterations, additions, improvements, carpeting, floor
coverings, panelings, decorations, fixtures, inventory and other business
personal property situated in or about the Premises to the full replacement
value of the property so insured, (f) Business Interruption Insurance for 100%
of the 12 months actual loss sustained, and (g) Excess Liability in the amount
of $5,000,000.

         11.2 The aforesaid policies shall (a) be provided at Tenant's expense;
(b) name the Landlord Entities as additional insureds (General Liability) and
loss payee (Property--Special Form); (c) be issued by an insurance company with
a minimum Best's rating of "A:VII" during the Term, and (d) provide that said
insurance shall not be canceled unless thirty (30) days prior written notice
(ten days for non-payment of premium) shall have been given to Landlord; a
certificate of Liability insurance on Accord Form 25 and a certificate of
Property insurance on Accord Form 27 shall be delivered to Landlord by Tenant
upon the Commencement Date and at least thirty (30) days prior to each renewal
of said insurance.

         11.3 Whenever Tenant shall undertake any alterations, additions or
improvements in, to or about the Premises ("Work") the aforesaid insurance
protection must extend to and include injuries to persons and damage to property
arising in connection with such Work, without limitation including liability
under any applicable structural work act, and such other insurance as Landlord
shall require; and the policies of or certificates evidencing such insurance
must be delivered to Landlord prior to the commencement of any such Work.

12. WAIVER OF SUBROGATION. So long as their respective insurers so permit,
Tenant and Landlord hereby mutually waive their respective rights of recovery
against each other for any loss insured by fire, extended coverage, All Risks or
other



MTIN
                                        6
<PAGE>

insurance now or hereafter existing for the benefit of the respective party but
only to the extent of the net insurance proceeds payable under such policies.
Each party shall obtain any special endorsements required by their insurer to
evidence compliance with the aforementioned waiver.

13. SERVICES AND UTILITIES. Tenant shall pay for all water, gas, heat, light,
power, telephone, sewer, sprinkler system charges and other utilities and
services used on or from the Premises, together with any taxes, penalties, and
surcharges or the like pertaining thereto and any maintenance charges for
utilities. Tenant shall furnish all electric light bulbs, tubes and ballasts,
battery packs for emergency lighting and fire extinguishers. If any such
services are not separately metered to Tenant, Tenant shall pay such proportion
of all charges jointly metered with other premises as determined by Landlord, in
its sole discretion, to be reasonable. Any such charges paid by Landlord and
assessed against Tenant shall be immediately payable to Landlord on demand and
shall be additional rent hereunder. Tenant will not, without the written consent
of Landlord, contract with a utility provider to service the Premises with any
utility, including, but not limited to, telecommunications, electricity, water,
sewer or gas, which is not previously providing such service to other tenants in
the Building. Landlord shall in no event be liable for any interruption or
failure of utility services on or to the Premises.

14. HOLDING OVER. Tenant shall pay Landlord for each day Tenant retains
possession of the Premises or part of them after termination of this Lease by
lapse of time or otherwise at the rate ("Holdover Rate") which shall be One
Hundred Fifty Percent (150%) of the amount of the Annual Rent for the last
period prior to the date of such termination plus all Rent Adjustments under
Article 4 prorated on a daily basis, and also pay all damages sustained by
Landlord by reason of such retention. If Landlord gives notice to Tenant of
Landlord's election to such effect, such holding over shall constitute renewal
of this Lease for a period from month to month at the Holdover Rate, but if the
Landlord does not so elect, no such renewal shall result notwithstanding
acceptance by Landlord of any sums due hereunder after such termination; and
instead, a tenancy at sufferance at the Holdover Rate shall be deemed to have
been created. In any event, no provision of this Article 14 shall be deemed to
waive Landlord's right of reentry or any other right under this Lease or at law.

15. SUBORDINATION. Without the necessity of any additional document being
executed by Tenant for the purpose of effecting a subordination, this Lease
shall be subject and subordinate at all times to ground or underlying leases and
to the lien of any mortgages or deeds of trust now or hereafter placed on,
against or affecting the Building, Landlord's interest or estate in the
Building, or any ground or underlying lease; provided, however, that if the
lessor, mortgagee, trustee, or holder of any such mortgage or deed of trust
elects to have Tenant's interest in this Lease be superior to any such
instrument, then, by notice to Tenant, this Lease shall be deemed superior,
whether this Lease was executed before or after said instrument. Notwithstanding
the foregoing, Tenant covenants and agrees to execute and deliver within ten
(10) days of Landlord's request such further instruments evidencing such
subordination or superiority of this Lease as may be required by Landlord.

16. RULES AND REGULATIONS. Tenant shall faithfully observe and comply with all
the rules and regulations as set forth in Exhibit D to this Lease and all
reasonable and non-discriminatory modifications of and additions to them from
time to time put into effect by Landlord. Landlord shall not be responsible to
Tenant for the non-performance by any other tenant or occupant of the Building
of any such rules and regulations.

17. REENTRY BY LANDLORD.

         17.1 Landlord reserves and shall at all times have the right to
re-enter the Premises to inspect the same, to show said Premises to prospective
purchasers, mortgagees or tenants, and to alter, improve or repair the Premises
and any portion of the Building, without abatement of rent, and may for that
purpose erect, use and maintain scaffolding, pipes, conduits and other necessary
structures and open any wall, ceiling or floor in and through the Building and
Premises where reasonably required by the character of the work to be performed,
provided entrance to the Premises shall not be blocked thereby, and further
provided that the business of Tenant shall not be interfered with unreasonably.
Landlord shall have the right at any time to change the arrangement and/or
locations of entrances, or passageways, doors and doorways, and corridors,
windows, elevators, stairs, toilets or other public parts of the Building and to
change the name, number or designation by which the Building is commonly known.
In the event that Landlord damages any portion of any wall or wall covering,
ceiling, or floor or floor covering within the Premises, Landlord shall repair
or replace the damaged portion to match the original as nearly as commercially
reasonable but shall not be required to repair or replace more than the portion
actually damaged. Tenant hereby waives any claim for damages for any injury or
inconvenience to or interference with Tenant's business, any loss of occupancy
or quiet enjoyment of the Premises, and any other loss occasioned by any action
of Landlord authorized by this Article 17.

         17.2 For each of the aforesaid purposes, Landlord shall at all times
have and retain a key with which to unlock all of the doors in the Premises,
excluding Tenant's vaults and safes or special security areas (designated in
advance), and Landlord shall have the right to use any and all means which
Landlord may deem proper to open said doors in an emergency to obtain entry to
any portion



MTIN
                                        7
<PAGE>

of the Premises. As to any portion to which access cannot be had by means of a
key or keys in Landlord's possession, Landlord is authorized to gain access by
such means as Landlord shall elect and the cost of repairing any damage
occurring in doing so shall be borne by Tenant and paid to Landlord within five
(5) days of Landlord's demand.

18. DEFAULT.

         18.1 Except as otherwise provided in Article 20, the following events
shall be deemed to be Events of Default under this Lease:

                  18.1.1 Tenant shall fail to pay when due any sum of money
becoming due to be paid to Landlord under this Lease, whether such sum be any
installment of the rent reserved by this Lease, any other amount treated as
additional rent under this Lease, or any other payment or reimbursement to
Landlord required by this Lease, whether or not treated as additional rent under
this Lease, and such failure shall continue for a period of five (5) days after
written notice that such payment was not made when due, but if any such notice
shall be given, for the twelve (12) month period commencing with the date of
such notice, the failure to pay within five (5) days after due any additional
sum of money becoming due to be paid to Landlord under this Lease during such
period shall be an Event of Default without notice.

                  18.1.2 Tenant shall fail to comply with any term, provision or
covenant of this Lease which is not provided for in another Section of this
Article and shall not cure such failure within twenty (20) days (forthwith, if
the failure involves a hazardous condition) after written notice of such failure
to Tenant provided, however, that such failure shall not be an event of default
if such failure could not reasonably be cured during such twenty (20) day
period, Tenant has commenced the cure within such twenty (20) day period and
thereafter is diligently pursuing such cure to completion, but the total
aggregate cure period shall not exceed ninety (90) days.

                  18.1.3 Tenant shall fail to vacate the Premises immediately
upon termination of this Lease, by lapse of time or otherwise, or upon
termination of Tenant's right to possession only.

                  18.l.4 Tenant shall become insolvent, admit in writing its
inability to pay its debts generally as they become due, file a petition in
bankruptcy or a petition to take advantage of any insolvency statute, make an
assignment for the benefit of creditors, make a transfer in fraud of creditors,
apply for or consent to the appointment of a receiver of itself or of the whole
or any substantial part of its property, or file a petition or answer seeking
reorganization or arrangement under the federal bankruptcy laws, as now in
effect or hereafter amended, or any other applicable law or statute of the
United States or any state thereof.

                  18.1.5 A court of competent jurisdiction shall enter an order,
judgment or decree adjudicating Tenant bankrupt, or appointing a receiver of
Tenant, or of the whole or any substantial part of its property, without the
consent of Tenant, or approving a petition filed against Tenant seeking
reorganization or arrangement of Tenant under the bankruptcy laws of the United
States, as now in effect or hereafter amended, or any state thereof, and such
order, judgment or decree shall not be vacated or set aside or stayed within
sixty (60) days from the date of entry thereof.

19. REMEDIES.

         19.1 Except as otherwise provided in Article 20, upon the occurrence of
any of the Events of Default described or referred to in Article 18, Landlord
shall have the option to pursue any one or more of the following remedies
without any notice or demand whatsoever, concurrently or consecutively and not
alternatively:

                  19.1.1 Landlord may, at its election, terminate this Lease or
terminate Tenant's right to possession only, without terminating the Lease.

                  19.1.2 Upon any termination of this Lease, whether by lapse of
time or otherwise, or upon any termination of Tenant's right to possession
without termination of the Lease, Tenant shall surrender possession and vacate
the Premises immediately, and deliver possession thereof to Landlord, and Tenant
hereby grants to Landlord full and free license to enter into and upon the
Premises in such event and to repossess Landlord of the Premises as of
Landlord's former estate and to expel or remove Tenant and any others who may be
occupying or be within the Premises and to remove Tenant's signs and other
evidence of tenancy and all other property of Tenant therefrom without being
deemed in any manner guilty of trespass, eviction or forcible entry or detainer,
and without incurring any liability for any damage resulting therefrom, Tenant
waiving any right to claim damages for such re-entry and expulsion, and without
relinquishing Landlord's right to rent or any other right given to Landlord
under this Lease or by operation of law.



MTIN
                                        8
<PAGE>

                  19.1.3 Upon any termination of this Lease, whether by lapse of
time or otherwise, Landlord shall be entitled to recover as damages, all rent,
including any amounts treated as additional rent under this Lease, and other
sums due and payable by Tenant on the date of termination, plus as liquidated
damages and not as a penalty, an amount equal to the sum of: (a) an amount equal
to the then present value of the rent reserved in this Lease for the residue of
the stated Term of this Lease including any amounts treated as additional rent
under this Lease and all other sums provided in this Lease to be paid by Tenant,
minus the fair rental value of the Premises for such residue; (b) the value of
the time and expense necessary to obtain a replacement tenant or tenants, and
the estimated expenses described in Section 19.1.4 relating to recovery of the
Premises, preparation for reletting and for reletting itself; and (c) the cost
of performing any other covenants which would have otherwise been performed by
Tenant.

                  19.1.4 Upon any termination of Tenant's right to possession
only without termination of the Lease:

                           19.1.4.1 Neither such termination of Tenant's right
to possession nor Landlord's taking and holding possession thereof as provided
in Section 19.1.2 shall terminate the Lease or release Tenant, in whole or in
part, from any obligation, including Tenant's obligation to pay the rent,
including any amounts treated as additional rent, under this Lease for the full
Term, and if Landlord so elects Tenant shall continue to pay to Landlord the
entire amount of the rent as and when it becomes due, including any amounts
treated as additional rent under this Lease, for the remainder of the Term plus
any other sums provided in this Lease to be paid by Tenant for the remainder of
the Term.

                           19.1.4.2 Landlord shall use commercially reasonable
efforts to relet the Premises or portions thereof to the extent required by
applicable law. Landlord and Tenant agree that nevertheless Landlord shall at
most be required to use only the same efforts Landlord then uses to lease
premises in the Building generally and that in any case that Landlord shall not
be required to give any preference or priority to the showing or leasing of the
Premises or portions thereof over any other space that Landlord may be leasing
or have available and may place a suitable prospective tenant in any such other
space regardless of when such other space becomes available and that Landlord
shall have the right to relet the Premises for a greater or lesser term than
that remaining under this Lease, the right to relet only a portion of the
Premises, or a portion of the Premises or the entire Premises as a part of a
larger area, and the right to change the character or use of the Premises. In
connection with or in preparation for any reletting, Landlord may, but shall not
be required to, make repairs, alterations and additions in or to the Premises
and redecorate the same to the extent Landlord deems necessary or desirable, and
Tenant shall pay the cost thereof, together with Landlord's expenses of
reletting, including, without limitation, any commission incurred by Landlord,
within five (5) days of Landlord's demand. Landlord shall not be required to
observe any instruction given by Tenant about any reletting or accept any tenant
offered by Tenant unless such offered tenant has a credit-worthiness acceptable
to Landlord and leases the entire Premises upon terms and conditions including a
rate of rent (after giving effect to all expenditures by Landlord for tenant
improvements, broker's commissions and other leasing costs) all no less
favorable to Landlord than as called for in this Lease, nor shall Landlord be
required to make or permit any assignment or sublease for more than the current
term or which Landlord would not be required to permit under the provisions of
Article 9.

                           19.1.4.3 Until such time as Landlord shall elect to
terminate the Lease and shall thereupon be entitled to recover the amounts
specified in such case in Section 19.1.3, Tenant shall pay to Landlord upon
demand the full amount of all rent, including any amounts treated as additional
rent under this Lease and other sums reserved in this Lease for the remaining
Term, together with the costs of repairs, alterations, additions, redecorating
and Landlord's expenses of reletting and the collection of the rent accruing
therefrom (including, reasonable attorney's fees and broker's commissions), as
the same shall then be due or become due from time to time, less only such
consideration as Landlord may have received from any reletting of the Premises;
and Tenant agrees that Landlord may file suits from time to time to recover any
sums falling due under this Article 19 as they become due. Any proceeds of
reletting by Landlord in excess of the amount then owed by Tenant to Landlord
from time to time shall be credited against Tenant's future obligations under
this Lease but shall not otherwise be refunded to Tenant or inure to Tenant's
benefit.

         19.2 Upon the occurrence of an Event of Default, Landlord may (but
shall not be obligated to) cure such default at Tenant's sole expense. Without
limiting the generality of the foregoing, Landlord may, at Landlord's option,
enter into and upon the Premises if Landlord determines in its sole discretion
that Tenant is not acting within a commercially reasonable time to maintain,
repair or replace anything for which Tenant is responsible under this Lease or
to otherwise effect compliance with its obligations under this Lease and correct
the same, without being deemed in any manner guilty of trespass, eviction or
forcible entry and detainer and without incurring any liability for any damage
or interruption of Tenant's business resulting therefrom and Tenant agrees to
reimburse Landlord within five (5) days of Landlord's demand as additional rent,
for any expenses which Landlord may incur in thus effecting compliance with
Tenant's obligations under this Lease, plus interest from the date of
expenditure by Landlord at the Wall Street Journal prime rate.

         19.3 Tenant understands and agrees that in entering into this Lease,
Landlord is relying upon receipt of all the Annual and Monthly Installments of
Rent to become due with respect to all the Premises originally leased hereunder
over the full Initial Term of this Lease for amortization, including interest at
the Amortization Rate. For purposes hereof, the "Concession Amount" shall be



MTIN
                                        9
<PAGE>

defined as the aggregate of all amounts forgone or expended by Landlord as free
rent under the lease, under Exhibit B hereof for construction allowances
(excluding therefrom any amounts expended by Landlord for Landlord's Work, as
defined in Exhibit B), and for brokers' commissions payable by reason of this
Lease. Accordingly, Tenant agrees that if this Lease or Tenant's right to
possession of the Premises leased hereunder shall be terminated as of any date
("Default Termination Date") prior to the expiration of the full Initial Term
hereof by reason of a default of Tenant, there shall be due and owing to
Landlord as of the day prior to the Default Termination Date, as rent in
addition to all other amounts owed by Tenant as of such Date, the amount
("Unamortized Amount") of the Concession Amount determined as set forth below;
provided, however, that in the event that such amounts are recovered by Landlord
pursuant to any other provision of this Article 19, Landlord agrees that it
shall not attempt to recover such amounts pursuant to this Paragraph 19.3. For
the purposes hereof, the Unamortized Amount shall be determined in the same
manner as the remaining principal balance of a mortgage with interest at the
Amortization Rate payable in level payments over the same length of time as from
the effectuation of the Concession concerned to the end of the full Initial Term
of this Lease would be determined. The foregoing provisions shall also apply to
and upon any reduction of space in the Premises, as though such reduction were a
termination for Tenant's default, except that (i) the Unamortized Amount shall
be reduced by any amounts paid by Tenant to Landlord to effectuate such
reduction and (ii) the manner of application shall be that the Unamortized
Amount shall first be determined as though for a full termination as of the
Effective Date of the elimination of the portion, but then the amount so
determined shall be multiplied by the fraction of which the numerator is the
rentable square footage of the eliminated portion and the denominator is the
rentable square footage of the Premises originally leased hereunder, and the
amount thus obtained shall be the Unamortized Amount.

         19.4 If, on account of any breach or default by Tenant in Tenant's
obligations under the terms and conditions of this Lease, it shall become
necessary or appropriate for Landlord to employ or consult with an attorney or
collection agency concerning or to enforce or defend any of Landlord's rights or
remedies arising under this Lease or to collect any sums due from Tenant, Tenant
agrees to pay all costs and fees so incurred by Landlord, including, without
limitation, reasonable attorneys' fees and costs.

         19.5 Pursuit of any of the foregoing remedies shall not preclude
pursuit of any of the other remedies provided in this Lease or any other
remedies provided by law (all such remedies being cumulative), nor shall
pursuit of any remedy provided in this Lease constitute a forfeiture or waiver
of any rent due to Landlord under this Lease or of any damages accruing to
Landlord by reason of the violation of any of the terms, provisions and
covenants contained in this Lease.

         19.6 No act or thing done by Landlord or its agents during the Term
shall be deemed a termination of this Lease or an acceptance of the surrender of
the Premises, and no agreement to terminate this Lease or accept a surrender of
said Premises shall be valid, unless in writing signed by Landlord. No waiver by
Landlord of any violation or breach of any of the terms, provisions and
covenants contained in this Lease shall be deemed or construed to constitute a
waiver of any other violation or breach of any of the terms, provisions and
covenants contained in this Lease. Landlord's acceptance of the payment of
rental or other payments after the occurrence of an Event of Default shall not
be construed as a waiver of such Default, unless Landlord so notifies Tenant in
writing. Forbearance by Landlord in enforcing one or more of the remedies
provided in this Lease upon an Event of Default shall not be deemed or construed
to constitute a waiver of such Default or of Landlord's right to enforce any
such remedies with respect to such Default or any subsequent Default

         19.7 Landlord hereby irrevocably waives to the fullest extent permitted
by applicable law, any right to claim a contractual or statutory landlord's lien
against any of Tenant's moveable personal property at the Premises.

         19.8 Any and all property which may be removed from the Premises by
Landlord pursuant to the authority of this Lease or of law, to which Tenant is
or may be entitled, may be handled, removed and/or stored, as the case may be,
by or at the direction of Landlord but at the risk, cost and expense of Tenant,
and Landlord shall in no event be responsible for the value, preservation or
safekeeping thereof. Tenant shall pay to Landlord, upon demand, any and all
expenses incurred in such removal and all storage charges against such property
so long as the same shall be in Landlord's possession or under Landlord's
control. Any such property of Tenant not retaken by Tenant from storage within
thirty (30) days after removal from the Premises shall, at Landlord's option, be
deemed conveyed by Tenant to Landlord under this Lease as by a bill of sale
without further payment or credit by Landlord to Tenant

20. TENANT'S BANKRUPTCY OR INSOLVENCY.

         20.1 If at any time and for so long as Tenant shall be subjected to the
provisions of the United States Bankruptcy Code or other law of the United
States or any state thereof for the protection of debtors as in effect at such
time (each a "Debtor's Law"):

                  20.1.1 Tenant, Tenant as debtor-in-possession, and any trustee
or receiver of Tenant's assets (each a "Tenant's Representative") shall have no
greater right to assume or assign this Lease or any interest in this Lease, or
to sublease any of the Premises than accorded to Tenant in Article 9, except to
the extent Landlord shall be required to permit such assumption, assignment



MTIN
                                       10
<PAGE>

or sublease by the provisions of such Debtor's Law. Without limitation of the
generality of the foregoing, any right of any Tenant's Representative to assume
or assign this Lease or to sublease any of the Premises shall be subject to the
conditions that:

                           20.1.1.1 Such Debtor's Law shall provide to Tenant's
Representative a right of assumption of this Lease which Tenant's Representative
shall have timely exercised and Tenant's Representative shall have fully cured
any default of Tenant under this Lease.

                           20.1.1.2 Tenant's Representative or the proposed
assignee, as the case shall be, shall have deposited with Landlord as security
for the timely payment of rent an amount equal to the larger of: (a) three (3)
months' rent and other monetary charges accruing under this Lease; and (b) any
sum specified in Article 5; and shall have provided Landlord with adequate other
assurance of the future performance of the obligations of the Tenant under this
Lease. Without limitation, such assurances shall include, at least, in the case
of assumption of this Lease, demonstration to the satisfaction of the Landlord
that Tenant's Representative has and will continue to have sufficient
unencumbered assets after the payment of all secured obligations and
administrative expenses to assure Landlord that Tenant's Representative will
have sufficient funds to fulfill the obligations of Tenant under this Lease;
and, in the case of assignment, submission of current financial statements of
the proposed assignee, audited by an independent certified public accountant
reasonably acceptable to Landlord and showing a net worth and working capital in
amounts determined by Landlord to be sufficient to assure the future performance
by such assignee of all of the Tenant's obligations under this Lease.

                           20.1.1.3 The assumption or any contemplated
assignment of this Lease or subleasing any part of the Premises, as shall be the
case, will not breach any provision in any other lease, mortgage, financing
agreement or other agreement by which Landlord is bound.

                           20.1.1.4 Landlord shall have, or would have had
absent the Debtor's Law, no right under Article 9 to refuse consent to the
proposed assignment or sublease by reason of the identity or nature of the
proposed assignee or sublessee or the proposed use of the Premises concerned.

21. QUIET ENJOYMENT. Landlord represents and warrants that it has full right and
authority to enter into this Lease and that Tenant, while paying the rental and
performing its other covenants and agreements contained in this Lease, shall
peaceably and quietly have, hold and enjoy the Premises for the Term without
hindrance or molestation from Landlord subject to the terms and provisions of
this Lease. Landlord shall not be liable for any interference or disturbance by
other tenants or third persons, nor shall Tenant be released from any of the
obligations of this Lease because of such interference or disturbance.

22. CASUALTY

         22.1 In the event the Premises or the Building are damaged by fire or
other cause and in Landlord's reasonable estimation such damage can be
materially restored within one hundred twenty (120) days, Landlord shall
forthwith repair the same and this Lease shall remain in full force and effect,
except that Tenant shall be entitled to a proportionate abatement in rent from
the date of such damage. Such abatement of rent shall be made pro rata in
accordance with the extent to which the damage and the making of such repairs
shall interfere with the use and occupancy by Tenant of the Premises from time
to time. Within forty-five (45) days from the date of such damage, Landlord
shall notify Tenant, in writing, of Landlord's reasonable estimation of the
length of time within which material restoration can be made, and Landlord's
determination shall be binding on Tenant. For purposes of this Lease, the
Building or Premises shall be deemed "materially restored" if they are in such
condition as would not prevent or materially interfere with Tenant's use of the
Premises for the purpose for which it was being used immediately before such
damage.

         22.2 If such repairs cannot, in Landlord's reasonable estimation, be
made within one hundred eighty (180) days, Landlord and Tenant shall each have
the option of giving the other, at any time within thirty (30) days after such
damage, notice terminating this Lease as of the date of such damage. In the
event of the giving of such notice, this Lease shall expire and all interest of
the Tenant in the Premises shall terminate as of the date of such damage as if
such date had been originally fixed in this Lease for the expiration of the
Term. In the event that neither Landlord nor Tenant exercises its option to
terminate this Lease, then Landlord shall repair or restore such damage, this
Lease continuing in full force and effect, and the rent hereunder shall be
proportionately abated as provided in Section 22.1.

         22.3 Landlord shall not be required to repair or replace any damage or
loss by or from fire or other cause to any panelings, decorations, partitions,
additions, railings, ceilings, floor coverings, office fixtures or any other
property or improvements installed on the Premises by, or belonging to, Tenant.
Any insurance which may be carried by Landlord or Tenant against loss or damage
to the Building or Premises shall be for the sole benefit of the party carrying
such insurance and under its sole control.



MTIN
                                       11
<PAGE>

         22.4 In the event that Landlord should fail to complete such repairs
and material restoration within sixty (60) days after the date estimated by
Landlord therefor as extended by this Section 22.4, Tenant may at its option and
as its sole remedy terminate this Lease by delivering written notice to
Landlord, within fifteen (15) days after the expiration of said period of time,
whereupon the Lease shall end on the date of such notice or such later date
fixed in such notice as if the date of such notice was the date originally fixed
in this Lease for the expiration of the Term; provided, however, that if
construction is delayed because of changes, deletions or additions in
construction requested by Tenant, strikes, lockouts, casualties, Acts of God,
war, material or labor shortages, government regulation or control or other
causes beyond the reasonable control of Landlord, the period for restoration,
repair or rebuilding shall be extended for the amount of time Landlord is so
delayed.

         22.5 Notwithstanding anything to the contrary contained in this
Article: (a) Landlord shall not have any obligation whatsoever to repair,
reconstruct, or restore the Premises when the damages resulting from any
casualty covered by the provisions of this Article 22 occur during the last
twelve (12) months of the Term or any extension thereof, but if Landlord
determines not to repair such damages Landlord shall notify Tenant and if such
damages shall render any material portion of the Premises untenantable Tenant
shall have the right to terminate this Lease by notice to Landlord within
fifteen (15) days after receipt of Landlord's notice; and (b) in the event the
holder of any indebtedness secured by a mortgage or deed of trust covering the
Premises or Building requires that any insurance proceeds be applied to such
indebtedness, then Landlord shall have the right to terminate this Lease by
delivering written notice of termination to Tenant within fifteen (15) days
after such requirement is made by any such holder, whereupon this Lease shall
end on the date of such damage as if the date of such damage were the date
originally fixed in this Lease for the expiration of the Term.

         22.6 In the event of any damage or destruction to the Building or
Premises by any peril covered by the provisions of this Article 22, it shall be
Tenant's responsibility to properly secure the Premises and upon notice from
Landlord to remove forthwith, at its sole cost and expense, such portion of all
of the property belonging to Tenant or its licensees from such portion or all
of the Building or Premises as Landlord shall request.

23. EMINENT DOMAIN. If all or any substantial part of the Premises shall be
taken or appropriated by any public or quasi-public authority under the power of
eminent domain, or conveyance in lieu of such appropriation, either party to
this Lease shall have the right, at its option, of giving the other, at any time
within thirty (30) days after such taking, notice terminating this Lease, except
that Tenant may only terminate this Lease by reason of taking or appropriation,
if such taking or appropriation shall be so substantial as to materially
interfere with Tenant's use and occupancy of the Premises. If neither party to
this Lease shall so elect to terminate this Lease, the rental thereafter to be
paid shall be adjusted on a fair and equitable basis under the circumstances. In
addition to the rights of Landlord above, if any substantial part of the
Building shall be taken or appropriated by any public or quasi-public authority
under the power of eminent domain or conveyance in lieu thereof, and regardless
of whether the Premises or any part thereof are so taken or appropriated,
Landlord shall have the right, at its sole option, to terminate this Lease.
Landlord shall be entitled to any and all income, rent, award, or any interest
whatsoever in or upon any such sum, which may be paid or made in connection with
any such public or quasi-public use or purpose, and Tenant hereby assigns to
Landlord any interest it may have in or claim to all or any part of such sums,
other than any separate award which may be made with respect to Tenant's trade
fixtures and moving expenses; Tenant shall make no claim for the value of any
unexpired Term.

24. SALE BY LANDLORD. In event of a sale or conveyance by Landlord of the
Building, the same shall operate to release Landlord from any future liability
upon any of the covenants or conditions, expressed or implied, contained in this
Lease in favor of Tenant, and in such event Tenant agrees to look solely to the
responsibility of the successor in interest of Landlord in and to this Lease.
Except as set forth in this Article 24, this Lease shall not be affected by any
such sale and Tenant agrees to attorn to the purchaser or assignee. If any
security has been given by Tenant to secure the faithful performance of any of
the covenants of this Lease, Landlord may transfer or deliver said security, as
such, to Landlord's successor in interest and thereupon Landlord shall be
discharged from any further liability with regard to said security.

25. ESTOPPEL CERTIFICATES. Within ten (10) days following any written request
which Landlord may make from time to time, Tenant shall execute and deliver to
Landlord or mortgagee or prospective mortgagee a sworn statement certifying: (a)
the date of commencement of this Lease; (b) the fact that this Lease is
unmodified and in full force and effect (or, if there have been modifications to
this Lease, that this lease is in full force and effect, as modified, and
stating the date and nature of such modifications); (c) the date to which the
rent and other sums payable under this Lease have been paid; (d) the fact that
there are no current defaults under this Lease by either Landlord or Tenant
except as specified in Tenant's statement; and (e) such other matters as may be
requested by Landlord. Landlord and Tenant intend that any statement delivered
pursuant to this Article 25 may be relied upon by any mortgagee, beneficiary or
purchaser, and Tenant shall be liable for all loss, cost or expense resulting
from the failure of any sale or funding of any loan caused by any material
misstatement contained in such estoppel certificate. Tenant irrevocably agrees
that if Tenant fails to execute and deliver such certificate within such ten
(10) day period Landlord or Landlord's beneficiary or agent may execute and
deliver such certificate on Tenant's behalf, and that such certificate shall be
fully binding on Tenant.



MTIN
                                       12
<PAGE>

26. SURRENDER OF PREMISES.

         26.1 Tenant shall arrange to meet Landlord for two (2) joint
inspections of the Premises as set forth in Exhibit E, the first to occur at
least thirty (30) days (but no more than sixty (60) days) before the last day of
the Term, and the second to occur not later than forty-eight (48) hours after
Tenant has vacated the Premises, as set forth in Exhibit E attached hereto and
incorporated herein. In the event of Tenant's failure to arrange such joint
inspections, if not due to Landlord's inability or uncooperation, and/or
participate in either such inspection, Landlord's inspection at or after
Tenant's vacating the Premises shall be conclusively deemed correct for purposes
of determining Tenant's responsibility for repairs and restoration.

         26.2 All alterations, additions, and improvements in, on, or to the
Premises made or installed by or for Tenant, including carpeting (collectively,
"Alterations"), shall be and remain the property of Tenant during the Term. Upon
the expiration or sooner termination of the Term, all Alterations shall become a
part of the realty and shall belong to Landlord without compensation, and title
shall pass to Landlord under this Lease as by a bill of sale. At the end of the
Term or any renewal of the Term or other sooner termination of this Lease,
Tenant will peaceably deliver up to Landlord possession of the Premises,
together with all Alterations by whomsoever made, in the same conditions
received or first installed, broom clean and free of all debris, excepting only
ordinary wear and tear and damage by fire or other casualty. Notwithstanding the
foregoing, if Landlord reasonably elects by notice given to Tenant at least ten
(10) days prior to expiration of the Term, Tenant shall, at Tenant's sole cost,
remove any Alterations, including carpeting, so designated by Landlord's notice,
and repair any damage caused by such removal. Tenant must, at Tenant's sole
cost, remove upon termination of this Lease, any and all of Tenant's furniture,
furnishings, movable partitions of less than full height from floor to ceiling
and other trade fixtures and personal property (collectively, "Personalty").
Personalty not so removed shall be deemed abandoned by the Tenant and title to
the same shall thereupon pass to Landlord under this Lease as by a bill of sale,
but Tenant shall remain responsible for the cost of removal and disposal of such
Personalty, as well as any damage caused by such removal. In lieu of requiring
Tenant to remove Alterations and Personalty and repair the Premises as
aforesaid, Landlord may, by written notice to Landlord delivered at least thirty
(30) days before the Termination Date, require Tenant to pay to Landlord, as
additional rent hereunder, the cost of such removal and repair in an amount
reasonably estimated by Landlord.

         26.3 All obligations of Tenant under this Lease not fully performed as
of the expiration or earlier termination of the Term shall survive the
expiration or earlier termination of the Term Upon the expiration or earlier
termination of the Term, Tenant shall pay to Landlord the amount, as estimated
by Landlord, necessary to repair and restore the Premises as provided in this
Lease and/or to discharge Tenant's obligation for unpaid amounts due or to
become due to Landlord. All such amounts shall be used and held by Landlord for
payment of such obligations of Tenant, with Tenant being liable for any
additional costs upon demand by Landlord, or with any excess to be returned to
Tenant after all such obligations have been determined and satisfied. Any
otherwise unused Security Deposit shall be credited against the amount payable
by Tenant under this Lease.

27. NOTICES. Any notice or document required or permitted to be delivered under
this Lease shall be addressed to the intended recipient, by fully prepaid
registered or certified United States Mail return receipt requested, or by
reputable independent contract delivery service furnishing a written record of
attempted or actual delivery, and shall be deemed to be delivered when tendered
for delivery to the addressee at its address set forth on the Reference Pages,
or at such other address as it has then last specified by written notice
delivered in accordance with this Article 27, or if to Tenant at either its
aforesaid address or its last known registered office or home of a general
partner or individual owner, whether or not actually accepted or received by the
addressee. Any such notice or document may also be personally delivered if a
receipt is signed by and received from, the individual, if any, named in
Tenant's Notice Address.

28. TAXES PAYABLE BY TENANT. In addition to rent and other charges to be paid by
Tenant under this Lease, Tenant shall reimburse to Landlord, upon demand, any
and all taxes payable by Landlord (other than net income taxes and franchise
taxes) whether or not now customary or within the contemplation of the parties
to this Lease: (a) upon, allocable to, or measured by or on the gross or net
rent payable under this Lease, including without limitation any gross income tax
or excise tax levied by the State, any political subdivision thereof, or the
Federal Government with respect to the receipt of such rent; (b) upon or with
respect to the possession, leasing, operation, management, maintenance,
alteration, repair, use or occupancy of the Premises or any portion thereof,
including any sales, use or service tax imposed as a result thereof; (c) upon or
measured by the Tenant's gross receipts or payroll or the value of Tenant's
equipment, furniture, fixtures and other personal property of Tenant or
leasehold improvements, alterations or additions located in the Premises; or (d)
upon this transaction or any document to which Tenant is a party creating or
transferring any interest of Tenant in this Lease or the Premises. In addition
to the foregoing, Tenant agrees to pay, before delinquency, any and all taxes
levied or assessed against Tenant and which become payable during the term
hereof upon Tenant's equipment, furniture, fixtures and other personal property
of Tenant located in the Premises.

29. INTENTIONALLY DELETED.



MTIN
                                       13
<PAGE>

30. DEFINED TERMS AND HEADINGS. The Article headings shown in this Lease are for
convenience of reference and shall in no way define, increase, limit or describe
the scope or intent of any provision of this Lease. Any indemnification or
insurance of Landlord shall apply to and inure to the benefit of all the
following "Landlord Entities", being Landlord, Landlord's investment manager,
and the trustees, boards of directors, officers, general partners,
beneficiaries, stockholders, employees and agents of each of them. Any option
granted to Landlord shall also include or be exercisable by Landlord's trustee,
beneficiary, agents and employees, as the case may be. In any case where this
Lease is signed by more than one person, the obligations under this Lease shall
be joint and several. The terms "Tenant" and "Landlord" or any pronoun used in
place thereof shall indicate and include the masculine or feminine, the singular
or plural number, individuals, firms or corporations, and their and each of
their respective successors, executors, administrators and permitted assigns,
according to the context hereof. The term "rentable area" shall mean the
rentable area of the Premises or the Building as calculated by the Landlord on
the basis of the plans and specifications of the Building including a
proportionate share of any common areas. Tenant hereby accepts and agrees to be
bound by the figures for the rentable space footage of the Premises and Tenant's
Proportionate Share shown on the Reference Pages; however, Landlord may adjust
either or both figures if there is manifest error, addition or subtraction to
the Building or any business park or complex of which the Building is a part,
remeasurement or other circumstance reasonably justifying adjustment. The term
"Building" refers to the structure in which the Premises are located and the
common areas (parking lots, sidewalks, landscaping, etc.) appurtenant thereto.
If the Building is part of a larger complex of structures, the term "Building"
may include the entire complex, where appropriate (such as shared Expenses or
Taxes) and subject to Landlord's reasonable discretion.

31. TENANT'S AUTHORITY. If Tenant signs as a corporation, partnership, trust or
other legal entity each of the persons executing this Lease on behalf of Tenant
represents and warrants that Tenant has been and is qualified to do business in
the state in which the Building is located, that the entity has full right and
authority to enter into this Lease, and that all persons signing on behalf of
the entity were authorized to do so by appropriate actions. Tenant agrees to
deliver to Landlord, simultaneously with the delivery of this Lease, a corporate
resolution, proof of due authorization by partners, opinion of counsel or other
appropriate documentation reasonably acceptable to Landlord evidencing the due
authorization of Tenant to enter into this Lease.

32. FINANCIAL STATEMENTS AND CREDIT REPORTS. At Landlord's request, which shall
not occur more than once during a twelve-month period, Tenant shall deliver to
Landlord a copy, certified by an officer of Tenant as being a true and correct
copy, of Tenant's most recent audited financial statement, or, if unaudited,
certified by Tenant's chief financial officer as being true, complete and
correct in all material respects. Landlord agrees that such financial reports
shall be kept confidential and shall only be disclosed to Landlord's
accountants, attorneys and other third parties as deemed reasonably necessary by
Landlord for making business decisions. Tenant hereby authorizes Landlord to
obtain one or more credit reports on Tenant at any time, and shall execute such
further authorizations as Landlord may reasonably require in order to obtain a
credit report.

33. COMMISSIONS. Each of the parties represents and warrants to the other that
it has not dealt with any broker or finder in connection with this Lease, except
as described on the Reference Pages.

34. TIME AND APPLICABLE LAW. Time is of the essence of this Lease and all of its
provisions. This Lease shall in all respects be governed by the laws of the
state in which the Building is located.

35. SUCCESSORS AND ASSIGNS. Subject to the provisions of Article 9, the terms,
covenants and conditions contained in this Lease shall be binding upon and inure
to the benefit of the heirs, successors, executors, administrators and assigns
of the parties to this Lease.

36. ENTIRE AGREEMENT. This Lease, together with its exhibits, contains all
agreements of the parties to this Lease and supersedes any previous
negotiations. There have been no representations made by the Landlord or any of
its representatives or understandings made between the parties other than those
set forth in this Lease and its exhibits. This Lease may not be modified except
by a written instrument duly executed by the parties to this Lease.

37. EXAMINATION NOT OPTION. Submission of this Lease shall not be deemed to be a
reservation of the Premises. Landlord shall not be bound by this Lease until it
has received a copy of this Lease duly executed by Tenant and has delivered to
Tenant a copy of this Lease duly executed by Landlord, and until such delivery
Landlord reserves the right to exhibit and lease the Premises to other
prospective tenants. Notwithstanding anything contained in this Lease to the
contrary, Landlord may withhold delivery of possession of the Premises from
Tenant until such time as Tenant has paid to Landlord any security deposit
required by Article 5, the first month's rent as set forth in Article 3 and any
sum owed pursuant to this Lease.

38. RECORDATION. Tenant shall not record or register this Lease or a short form
memorandum hereof without the prior written consent of Landlord, and then shall
pay all charges and taxes incident such recording or registration.



MTIN
                                       14
<PAGE>

39. LIMITATION OF LANDLORD'S LIABILITY. Redress for any claim against Landlord
under this Lease shall be limited to and enforceable only against and to the
extent of Landlord's interest in the Building. The obligations of Landlord under
this Lease are not intended to be and shall not be personally binding on, nor
shall any resort be had to the private properties of, any of its or its
investment manager's trustees, directors, officers, partners, beneficiaries,
members, stockholders, employees, or agents, and in no case shall Landlord be
liable to Tenant hereunder for any lost profits, damage to business, or any form
of special, indirect or consequential damages.

LANDLORD:                                   TENANT:

CALWEST INDUSTRIAL HOLDINGS TEXAS,          HOME INTERIORS AND GIFTS, INC.
L.P., A DELAWARE LIMITED PARTNERSHIP

By:    CalWest Texas, LLC, a Delaware
       limited liability company

Its:   General Partner

By:    RREEF Management Company, a
       Delaware corporation

Its:   Property Manager

By:    /s/ CYNTHIA PRENDERGAST              By:    /s/ KENNETH J. CICHOCKI
       --------------------------------            -----------------------------

Name:  Cynthia Prendergast                  Name:  Kenneth J. Cichocki

Title: District Manager                     Title: Chief Financial Officer

Dated: July 29, 2002                        Dated: July 25, 2002
       --------------------------------            -----------------------------



MTIN
                                       15
<PAGE>

                  EXHIBIT A - FLOOR PLAN DEPICTING THE PREMISES

                ATTACHED TO AND MADE A PART OF LEASE BEARING THE
                  LEASE REFERENCE DATE OF JULY 17, 2002 BETWEEN
            CALWEST INDUSTRIAL HOLDINGS TEXAS, L.P., AS LANDLORD AND
                    HOME INTERIORS AND GIFTS, INC., AS TENANT

Exhibit A is intended only to show the general layout of the Premises as of the
beginning of the Term of this Lease. It does not in any way supersede any of
Landlord's rights set forth in Article 17 with respect to arrangements and/or
locations of public parts of the Building and changes in such arrangements
and/or locations. It is not to be scaled; any measurements or distances shown
should be taken as approximate.

                                   [SITE PLAN]



                                                        CAP/[ILLEGIBLE]
                                                        ---------------
                                                            Initials
MTIN
                                       A-1
<PAGE>

                             EXHIBIT A-1 - SITE PLAN


                ATTACHED TO AND MADE A PART OF LEASE BEARING THE
                  LEASE REFERENCE DATE OF JULY 17, 2002 BETWEEN
            CALWEST INDUSTRIAL HOLDINGS TEXAS, L.P., AS LANDLORD AND
                    HOME INTERIORS AND GIFTS, INC., AS TENANT


                                   [SITE PLAN]



                                                        CAP/[ILLEGIBLE]
                                                        ---------------
                                                            Initials
10/31/01 CALWEST TX MTIN
REVISED 6/27/02
<PAGE>

                        EXHIBIT B -- INITIAL ALTERATIONS

                ATTACHED TO AND MADE A PART OF LEASE BEARING THE
                  LEASE REFERENCE DATE OF JULY 17, 2002 BETWEEN
            CALWEST INDUSTRIAL HOLDINGS TEXAS, L.P., AS LANDLORD AND
                    HOME INTERIORS AND GIFTS, INC., AS TENANT


Tenant shall take the Premises in its "as-is" condition except for certain
Leasehold Improvements (herein so called) to the Premises which are to be
completed within thirty days of the Commencement Date of the Lease.

         Rewire existing high-bay lights approximately 500' to existing panel.
         Install three toggle switches for light control.

         Rewire existing transformer approximately 500' to existing panel. Add
         three 120v dedicated circuits.

         Remove transformer, disconnects, conduit and wire previously used for
         temporary power. Patch wall where conduit enters the building.

         Construct to code restroom at sanitary sewer stubbed area. Install
         water heater and HV/AC for restroom.

         Sheetrock, fire tape and bed existing demising wall with Suite 120.
         Paint demising wall to 10' above finish floor with Kelly-Moore Blanco
         #25.

         Paint all columns silver to 10' above finish floor.



                                                        CAP/[ILLEGIBLE]
                                                        ---------------
                                                            Initials
10/31/01 CALWEST TX MTIN
REVISED 6/27/02
<PAGE>

                    EXHIBIT C -- COMMENCEMENT DATE MEMORANDUM

                ATTACHED TO AND MADE A PART OF LEASE BEARING THE
                  LEASE REFERENCE DATE OF JULY 17, 2002 BETWEEN
            CALWEST INDUSTRIAL HOLDINGS TEXAS, L.P., AS LANDLORD AND
                    HOME INTERIORS AND GIFTS, INC., AS TENANT

                          COMMENCEMENT DATE MEMORANDUM

         THIS MEMORANDUM, made as of      , 20  , by and between
("Landlord") and        ("Tenant").

                                    Recitals:

         A.       Landlord and Tenant are parties to that certain Lease, dated
                  for reference         , 20   (the "Lease") for certain
                  premises (the "Premises") consisting of approximately
                  square feet at the building commonly known as         .

         B.       Tenant is in possession of the Premises and the Term of the
                  Lease has commenced.

         C.       Landlord and Tenant desire to enter into this Memorandum
                  confirming the Commencement Date, the Termination Date and
                  other matters under the Lease.

          NOW, THEREFORE, Landlord and Tenant agree as follows:

         1.       The actual Commencement Date is       .

         2.       The actual Termination Date is       .

         3.       Capitalized terms not defined herein shall have the same
                  meaning as set forth in the Lease.

         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the date and year first above written.

LANDLORD:                                   TENANT:

CALWEST INDUSTRIAL HOLDINGS TEXAS,          HOME INTERIORS AND GIFTS, INC.
L.P., A DELAWARE LIMITED PARTNERSHIP

BY:    CALWEST TEXAS, LLC, A DELAWARE
       LIMITED LIABILITY COMPANY

ITS:   GENERAL PARTNER

By:    RREEF Management Company, a
       Delaware corporation

Its:   Property Manager

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

Name:  Cynthia Prendergast                  Name:  Kenneth J. Cichocki

Title: District Manager                     Title: Chief Financial Officer

Dated:                           , 20       Dated:                        , 20



                                                        CAP/[ILLEGIBLE]
                                                        ---------------
                                                            Initials
10/31/01 CALWEST TX MTIN
REVISED 6/27/02
                                       C-1
<PAGE>

                        EXHIBIT D - RULES AND REGULATIONS

                ATTACHED TO AND MADE A PART OF LEASE BEARING THE
                  LEASE REFERENCE DATE OF JULY 17, 2002 BETWEEN
            CAIWEST INDUSTRIAL HOLDINGS TEXAS, L.P., AS LANDLORD AND
                    HOME INTERIORS AND GIFTS, INC., AS TENANT

1. No sign, placard, picture, advertisement, name or notice (collectively
referred to as "Signs") shall be installed or displayed on any part of the
outside of the Building without the prior written consent of the Landlord which
consent shall be in Landlord's sole discretion. All approved Signs shall be
printed, painted, affixed or inscribed at Tenant's expense by a person or vendor
approved by Landlord and shall be removed by Tenant at Tenant's expense upon
vacating the Premises. Landlord shall have the right to remove any Sign
installed or displayed in violation of this rule at Tenant's expense and without
notice.

2. If Landlord objects in writing to any curtains, blinds, shades or screens
attached to or hung in or used in connection with any window or door of the
Premises or Building, Tenant shall immediately discontinue such use. No awning
shall be permitted on any part of the Premises. 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 opinion of Landlord, from outside the
Premises.

3. Tenant shall not alter any lock or other access device or install a new or
additional lock or access device or bolt on any door of its Premises without the
prior written consent of Landlord. Tenant, upon the termination of its tenancy,
shall deliver to Landlord the keys or other means of access to all doors.

4. If Tenant requires telephone, data, burglar alarm or similar service, the
cost of purchasing, installing and maintaining such service shall be borne
solely by Tenant. No boring or cutting for wires will be allowed without the
prior written consent of Landlord. Landlord shall direct electricians as to
where and how telephone, data, and electrical wires are to be introduced or
installed. The location of burglar alarms, telephones, call boxes or other
office equipment affixed to the Premises shall be subject to the prior written
approval of Landlord.

5. Tenant shall not place a load upon any floor of its Premises, including
mezzanine area, if any, which exceeds the load per square foot that such floor
was designed to carry and that is allowed by law. Heavy objects shall stand on
such platforms as determined by Landlord to be necessary to properly distribute
the weight. 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.

6. Tenant shall not install any radio or television antenna, satellite dish,
loudspeaker or other device on the roof or exterior walls of the Building
without Landlord's prior written consent which consent shall be in Landlord's
sole discretion.

7. Tenant shall not mark, drive nails, screw or drill into the partitions,
woodwork, plaster or drywall (except for pictures and general office uses) or in
any way deface the Premises or any part thereof. Tenant shall not affix any
floor covering to the floor of the Premises or paint or seal any floors in any
manner except as approved by Landlord. Tenant shall repair any damage resulting
from noncompliance with this rule.

8. No cooking shall be done or permitted on the Premises, except that
Underwriters' Laboratory approved microwave ovens or equipment for brewing
coffee, tea, hot chocolate and similar beverages shall be permitted, provided
that such equipment and use is in accordance with all applicable federal, state
and city laws, codes, ordinances, rules and regulations.

9. Tenant shall not use any hand trucks except those equipped with the rubber
tires and side guards, and may use such other material-handling equipment as
Landlord may approve. Tenant shall not bring any other vehicles of any kind into
the Building. Forklifts which operate on asphalt areas shall only use tires that
do not damage the asphalt.

10. Tenant shall not use the name of the Building or any photograph or other
likeness of the Building in connection with or in promoting or advertising
Tenant's business except that Tenant may include the Building name in Tenant's
address. Landlord shall have the right, exercisable without notice and without
liability to any tenant, to change the name and address of the Building.



                                                        CAP/[ILLEGIBLE]
                                                        ---------------
                                                            Initials
MTIN
                                       D-1
<PAGE>

11. All trash and refuse shall be contained in suitable receptacles at locations
approved by Landlord. Tenant shall not place in the trash receptacles any
personal trash or material that cannot be disposed of in the ordinary and
customary manner of removing such trash without violation of any law or
ordinance governing such disposal.

12. Tenant shall comply with all safety, fire protection and evacuation
procedures and regulations established by Landlord or any governing authority.

13. Tenant assumes all responsibility for securing and protecting its Premises
and its contents including keeping doors locked and other means of entry to the
Premises closed.

14. Tenant shall not use any method of heating or air conditioning other than
that supplied by Landlord without Landlord's prior written consent.

15. No person shall go on the roof without Landlord's permission.

16. Tenant shall not permit any animals, other than seeing-eye dogs, to be
brought or kept in or about the Premises or any common area of the property.

17. Tenant shall not permit any motor vehicles to be washed or mechanical work
or maintenance of motor vehicles to be performed on any portion of the Premises
or parking lot.

18. 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 any premises in the Building. Landlord
may waive any one or more of these Rules and Regulations for the benefit of any
tenant or tenants, and any such waiver by Landlord shall not be construed as a
waiver of such Rules and Regulations for any or all tenants.

19. Landlord reserves the right to make such other and reasonable rules and
regulations as in its judgment may 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 herein stated and any additional rules and regulations which are
adopted. Tenant shall be responsible for the observance of all of the foregoing
rules by Tenant's employees, agents, clients, customers, invitees and guests.

20. Any toilet rooms, toilets, urinals, wash bowls and other apparatus shall not
be used for any purpose other than that for which they were constructed and no
foreign substance of any kind whatsoever shall be thrown into them. The expense
of any breakage, stoppage or damage resulting from the violation of this rule
shall be borne by the Tenant who, or whose employees or invitees, shall have
caused it.

21. Tenant shall not permit smoking or carrying of lighted cigarettes or cigars
in areas reasonably designated by Landlord or any applicable governmental
agencies as non-smoking areas.

22. Any directory of the Building or project of which the Building is a part
("Project Area"), if provided, will be exclusively for the display of the name
and location of tenants only and Landlord reserves the right to charge for the
use thereof and to exclude any other names.

23. Canvassing, soliciting, distribution of handbills or any other written
material in the Building or Project Area is prohibited and each tenant shall
cooperate to prevent the same. No tenant shall solicit business from other
tenants or permit the sale of any goods or merchandise in the Building or
Project Area without the written consent of Landlord.

24. Any equipment belonging to Tenant which causes noise or vibration that may
be transmitted to the structure of the Building or to any space therein to such
a degree as to be objectionable to Landlord or to any tenants in the Building
shall be placed and maintained by Tenant, at Tenant's expense, on vibration
eliminators or other devices sufficient to eliminate the noise or vibration.

25. Driveways, sidewalks, halls, passages, exits, entrances and stairways
("Access Areas") shall not be obstructed by tenants or used by tenants for any
purpose other than for ingress to and egress from their respective premises.
Access areas are not for the use of the general public and Landlord shall in all
cases retain the right to control and prevent access thereto by



                                                        CAP/[ILLEGIBLE]
                                                        ---------------
                                                            Initials
MTIN
                                       D-2
<PAGE>

all persons whose presence, in the judgement of Landlord, shall be prejudicial
to the safety, character, reputation and interests of the Building or its
tenants.

26. Landlord reserves the right to designate the use of parking areas and
spaces. Tenant shall not park in visitor, reserved, or unauthorized parking
areas. Tenant and Tenant's guests shall park between designated parking lines
only and shall not park motor vehicles in those areas designated by Landlord for
loading and unloading. Vehicles in violation of the above shall be subject to
being towed at the vehicle owner's expense. Vehicles parked overnight without
prior written consent of the Landlord shall be deemed abandoned and shall be
subject to being towed at vehicle owner's expense. Tenant will from time to
time, upon the request of Landlord, supply Landlord with a list of license plate
numbers of vehicles owned or operated by its employees or agents.

27. No trucks, tractors or similar vehicles can be parked anywhere other than in
Tenant's own truck dock area. Tractor-trailers which must be unhooked or parked
with dolly wheels beyond the concrete loading areas must use steel plates or
wood blocks under the dolly wheels to prevent damage to the asphalt paving
surfaces. No parking or storing of such trailers will be permitted in the
parking areas or on streets adjacent thereto.

28. During periods of loading and unloading, Tenant shall not unreasonably
interfere with traffic flow and loading and unloading areas of other tenants.
All products, materials or goods must be stored within the Tenant's Premises and
not in any exterior areas, including, but not limited to, exterior dock
platforms, against the exterior of the Building, parking areas and driveway
areas. Tenant agrees to keep the exterior of the Premises clean and free of
nails, wood, pellets, packing materials, barrels and any other debris produced
from their operation.



                                                        CAP/[ILLEGIBLE]
                                                        ---------------
                                                            Initials
MTIN
                                       D-3
<PAGE>

                   EXHIBIT E - ADDITIONAL SURRENDER CONDITIONS

                ATTACHED TO AND MADE A PART OF LEASE BEARING THE
                  LEASE REFERENCE DATE OF JULY 17, 2002 BETWEEN
            CALWEST INDUSTRIAL HOLDINGS TEXAS, L.P., AS LANDLORD AND
                    HOME INTERIORS AND GIFTS, INC., AS TENANT

Prior to vacating the Premises, it must be left in good, clean condition with
all systems in good working order. The items that will be inspected by Landlord
are listed below, but are not limited to the following:

1. Service and repair all heating and air conditioning equipment, exhaust fans
and hot water heater. Provide Landlord's office with a copy of the inspection
and service report provided by the mechanical contractor.

2. All lights in the office and warehouse must be working. Relamp and/or
reballast the fixtures as necessary.

3. Overhead doors must be serviced and repaired.

4. All exterior metal doors, including hardware should be serviced or replaced
as necessary.

5. Repair all damaged sheetrock in the office area and in the warehouse along
the demising walls.

6. Office and warehouse floors should be left in good, clean condition.

7. Fire sprinkler system (if available) must have a current year inspection.

8. Any exterior signage must be removed; repair and repaint the fascia as
necessary.

If the Tenant elects not to do any of the above, please note that the Landlord
will have the necessary repairs made and deduct the expenses from the Security
Deposit.



                                                        CAP/[ILLEGIBLE]
                                                        ---------------
                                                            Initials
MTIN
<PAGE>

        EXHIBIT F - ENVIRONMENTAL QUESTIONNAIRE AND DISCLOSURE STATEMENT

                ATTACHED TO AND MADE A PART OF LEASE BEARING THE
                  LEASE REFERENCE DATE OF JULY 17, 2002 BETWEEN
            CALWEST INDUSTRIAL HOLDINGS TEXAS, L.P., AS LANDLORD AND
                    HOME INTERIORS AND GIFTS, INC., AS TENANT

The purpose of this questionnaire is to obtain information regarding the
environmental impact your company or business may have on the building located
at 2828 Trade Center Blvd., Carrollton, Texas, neighboring properties or the
atmosphere based upon your use, storage, treatment, generation, handling,
transportation or disposal of hazardous materials or chemicals, diesel fuel,
gasoline, and other petroleum products. Prospective tenants should answer the
questions in light of their proposed operations on the premises. Existing
tenants should answer the questions as they relate to on-going operations on the
premises and should update any information previously submitted. If additional
space is needed to answer the questions, you may attach separate sheets of paper
to this questionnarre.

         If any answers to this questionnaire require further investigation,
please complete the investigation before answering the question. Your answers
should be complete and include any information which you believe pertinent to
the questions asked.

         Your cooperation in this matter is appreciated. Any questions should be
directed to, and when completed, the form should be mailed to:

RREEF Management Company
1406 Halsey Way, Suite 110
Carrollton, Texas 75007
Ann: Cynthia Prendergast
Phone: (972)323-8400

1. GENERAL INFORMATION

         1.1 Name of responding company or business (this entity will be
referred to as "you" or "your"):

                  Check the Applicable Status:

                  Prospective Tenant [ ]         Existing Tenant [ ]

         1.2 Mailing Address:
                             ---------------------------------------------------

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

                  Contact Person and Title:
                                           -------------------------------------

                  Telephone Number: (   )
                                     --- ---------------------------------------

                  Address of Leased Premises (the "premises"):
                                                              ------------------

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



                                                        CAP/[ILLEGIBLE]
                                                        ---------------
                                                            Initials
10/31/01 CALWEST TX MTIN
Revised 6/02
<PAGE>

                  Length of Lease Term:
                                       -----------------------------------------

         1.3 Describe the proposed operations to take place on the property,
including principal products manufactured or services to be conducted. Existing
tenants should describe any proposed changes to on-going operations.

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

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

         1.4 Will a company or business other than you occupy the premises?

                  Yes [ ]           No [ ]

                  If your answer is yes, complete a separate questionnaire for
                  each additional occupant.

         1.5 Provide the name, title and address of the person who is
responsible for ensuring you are in compliance with environmental laws and
regulations pertaining to the use, storage, treatment, generation, handling,
transportation or disposal of hazardous materials or hazardous wastes.

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

         1.6 Provide the name, title and address of the person completing this
questionnaire.

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

                  If, the person who complete this questionnaire is not the same
                  person identified in Section 1.5, did the person identified in
                  Section 1.5 assist in completing this questionnaire?

                  Yes [ ]           No [ ]

                  If your answer is no, explain why.
                                                     ---------------------------

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

         1.7 How many employees will be employed at the premises.

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

2. STORAGE OF HAZARDOUS MATERIALS

         2.1 Will any hazardous materials be treated, used, stored or present
on-site?

                  Yes [ ]           No [ ]

         2.2 If you answered yes to Section 2.1, provide the following
information for each hazardous material. Also, provide a copy of the MSDSs for
each hazardous material.

                  Name or Description:
                                      ------------------------------------------

                  Nature of Material:
                                     -------------------------------------------



                                                        CAP/[ILLEGIBLE]
                                                        ---------------
                                                            Initials
10/31/01 CALWEST TX MTIN
Revised 6/02
<PAGE>

                  Maximum Volume stored at one time:
                                                    ----------------------------

                  Total amount used per year:
                                             -----------------------------------

                  Location of Storage:
                                      ------------------------------------------

                  Maximum time stored:
                                      ------------------------------------------

                  Describe the manner in which each hazardous material is used
                  on the premises:
                                  ----------------------------------------------

         2.3 If you answered yes to Section 2.1, describe the containers and
storage areas. Your description should provide the following information:

                  Number of Storage Areas:
                                          --------------------------------------

                  Type of Containers:
                                     -------------------------------------------

                  Capacity of Containers:
                                         ---------------------------------------

                  Secondary Containment: Yes [ ]        No [ ]

                           Type/Composition:
                                            ------------------------------------

                           Maximum Volume:
                                          --------------------------------------

                  Location of Storage Areas:
                                            ------------------------------------

         2.4 If you answered yes to Section 2.1, provide a map showing where
each hazardous material, container and storage area is located on the premises.

3. STORAGE TANKS & SUMPS

         3.1 Is any above or below ground storage of hazardous materials in
tanks proposed or currently conducted on the premises?

                  Yes [ ]           No [ ]

                  If yes, describe the hazardous materials to be stored, the
                  type, size and construction of each tank, and describe the
                  secondary containment. Identify the location of each tank.

         3.2 Do you have all federal, state or local (including local fire
department) permits required to operate each above or below ground tank?

                  Yes [ ]           No [ ]

                  If yes, please attach copies of the permits. If not, please
                  explain why not

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

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

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



                                                        CAP/[ILLEGIBLE]
                                                        ---------------
                                                            Initials
10/31/01 CALWEST TX MTIN
Revised 6/02
<PAGE>

         3.3 Do you have or intend to have any sumps on the premises?

                  Yes [ ]           No [ ]

                  If yes, how many sumps are there, or do you intend to have, on
                  the premises?

                  Yes [ ]           No [ ]

                  Provide the following information for each sump: (i) its
                  intended use, (ii) the hazardous material it contains, (iii)
                  whether or not it is used for storage, (iv) its type, size and
                  construction, and (v) its location.

         3.4 Have any of the tanks or sumps been monitored, inspected or tested
for leakage?

                  Yes [ ]           No [ ]

                  If so, attach the results.

         3.5 Have any spills or leaks occurred from such tanks or sumps?

                  Yes [ ]           No [ ]

                  If so, describe (e.g., date, location, hazardous material and
                  quantity released).

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

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

         3.6 Were any regulatory agencies notified of the spill or leak?

                  Yes [ ]           No [ ]

                  If so, attach copies of any spill reports filed, any clearance
                  letters or other correspondence from regulatory agencies
                  relating to the spill or leak.

         3.7 Have any underground or above ground storage tanks or sumps been
taken out of service or removed?

                  Yes [ ]           No [ ]

                  If yes, attach copies of any closure permits and clearance
                  obtained from regulatory agencies relating to closure or
                  removal of such tanks.

4. SPILLS AND RELEASES

         4.1 During the past five years, have any spills or releases occurred on
the premises?

                  Yes [ ]           No [ ]

                  If so, please describe each spill or release (e.g., date,
                  location, hazardous material and quantity) and attach the
                  results of any testing conducted to determine the extent of
                  such spills or release?



                                                        CAP/[ILLEGIBLE]
                                                        ---------------
                                                            Initials
10/31/01 CALWEST TX MTIN
Revised 6/02
<PAGE>
                  Yes [ ]           No [ ]

         4.2 Were any agencies notified in connection with such spills or
releases?

                  Yes [ ]           No [ ]

                  If so, attach copies of any spill or release reports or other
                  correspondence with regulatory agencies.

         4.3 Were any clean-up actions undertaken in connection with the spills
or releases?

                  Yes [ ]           No [ ]

                  If so, briefly describe the actions taken. Attach copies of
                  any clearance letters obtained from any regulatory agencies
                  involved and the results of any final air, soil or groundwater
                  sampling done upon completion of the clean-up work.

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

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

5. HAZARDOUS WASTE MANAGEMENT

         5.1 Have you been issued an EP Hazardous Waste Generator I.D. Number?

                  Yes [ ]           No [ ]

                  If yes, provide the number:
                                              ----------------------------------

         5.2 Have you filed a biennial report as a hazardous waste generator?

                  Yes [ ]           No [ ]

                  If so, attach a copy of the most recent report filed.

         5.3 For each hazardous waste generated or to be generated provide (i)
its hazard class and waste code, (ii) describe the process generating the waste,
and (iii) state the quantity generated on a monthly basis.

         5.4 Describe the method(s) of disposal for each hazardous waste.
Indicate where and how often disposal will take place and provide the name and
telephone number of your hazardous waste recycling and/or disposal company and
the name and telephone number of your hazardous waste transporter.

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

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

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

         5.5 Indicate the name of the person(s) responsible for maintaining
copies of hazardous waste manifests completed for off-site shipments of
hazardous waste.

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

         5.6 Is any treatment or processing of hazardous wastes currently
conducted or proposed to be conducted at the premises?



                                                        CAP/[ILLEGIBLE]
                                                        ---------------
                                                            Initials
10/31/01 CALWEST TX MTIN
Revised 6/02
<PAGE>
                  Yes [ ]           No [ ]

                  If yes, please describe any existing or proposed treatment
                  methods.

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

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

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

                  Provide the name, telephone number and agency (local, state or
                  federal) which supervises your waste management operation in
                  this state or region:

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

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

         5.7 Attach copies of any hazardous waste permits or licenses issued to
you with respect to the operations on the premises.

                  If no permit is required to conduct the activities on the
                  premises, so indicate.

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

         5.8 Are you are in the process of obtaining a hazardous waste permit?

                  Yes [ ]           No [ ]

                  If yes, provide the information requested in Section 5.3.

6. WASTEWATER TREATMENT/DISCHARGE

         6.1 Do you discharge wastewater to:

                      storm drain?            other? Describe.
                  ----                    ----                -----------------

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

                      surface water?          no industrial discharge
                  ----                    ----
                      sewer?
                  ----

         6.2 Is your wastewater treated before discharge?

                  Yes [ ]           No [ ]

                  If yes, describe the type of treatment conducted. If no,
                  explain why treatment is not required.

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

         6.3 Attach copies of any wastewater discharge permits issued to you
with respect to the operations on the premises.

         6.4 Provide the name, telephone number and agency (local, state or
federal) which supervises your wastewater discharge practices:

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

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

7. AIR EMISSIONS



                                                        CAP/[ILLEGIBLE]
                                                        ---------------
                                                            Initials
10/31/01 CALWEST TX MTIN
Revised 6/02
<PAGE>

         7.1 Do you have any air pollution control systems or stacks?

                  Yes [ ]           No [ ]

                  Please describe (e.g., type of system, purpose, height of
                  stacks, venting, quantity of emissions):

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

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

         7.2 Do you operate any of the following types of equipment or type of
process, or any other equipment or process requiring an air emissions permit
from an air pollution control district or agency:

                      Spray booth             Generator
                  ----                    ----

                      Dip tank                Storage Tank
                  ----                    ----

                      Drying oven             Degreaser
                  ----                    ----

                      Incinerator             No Equipment or Process
                  ----                    ----

                                 Requires an Air Permit

                                 Other (Please Describe):
                             ----

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

                  Are you required to prepare any air emission inventory reports
                  and/or risk assessments for any equipment or process?

                  Yes [ ]           No [ ]

                  If yes, attach a copy of the report or assessment

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

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

         7.3 Are air emissions from your operations monitored?

                  Yes [ ]           No [ ]

                  If so, indicate the frequency of monitoring and a description
                  of the monitoring results.

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

         7.4 Attach copies of any air emissions permits pertaining to your
operations on the premises.

         7.5 Provide the name, telephone number, and agency (local, state or
federal) which issues your air pollution permits.



                                                        CAP/[ILLEGIBLE]
                                                        ---------------
                                                            Initials
10/31/01 CALWEST TX MTIN
Revised 6/02
<PAGE>

8. WORKER SAFETY

         8.1 Describe the procedures followed to comply with OSHA Hazard
Communication Standard requirements.

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

         8.2 Describe any protective or special equipment or clothing (e.g.,
respirators) which your employees wear, or are required to wear, in order to
reduce exposures to hazardous substances on the premises. Also indicate the
purpose of such equipment or clothing.

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

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

9. ENVIRONMENTAL ENFORCEMENT ACTIONS, COMPLAINTS

         9.1 Have you ever been subject to (i) any local, state or federal
agency environmental enforcement actions, administrative orders, or consent
decrees (civil, criminal or administrative) or permit revocation within the last
five years, or (ii) any local, state or federal agency or private party
notifications identifying you as a potentially responsible party for an
environmental cleanup or environmental related claim?

                  Yes [ ]           No [ ]

                  If so, describe the actions and any continuing compliance
                  obligations imposed as a result of these actions.

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

         9.2 Other than governmental action addressed in Section 10.1, have
there ever been, or are there now pending or threatened, any lawsuits or claims
against you regarding compliance with any environmental or health and safety
laws or regulations concerns?

                  Yes [ ]           No [ ]

                  If so, provide the following: (i) the nature of the claim,
                  (ii) the date when the claim was first asserted, (iii) the
                  name(s) of the party(ies) asserting the claim, and (iv) the
                  history and current status of such claim, including what
                  actions you have taken to address and/or remediate the claim.

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

         9.3 Has an environmental audit ever been conducted at your current
facility?

                  Yes [ ]           No [ ]

                  If so, specify the number of audits, identify the person who
                  conducted the audit, the date of each audit, and discuss the
                  results of such audits or attach a copy of each audit.

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



                                                        CAP/[ILLEGIBLE]
                                                        ---------------
                                                            Initials
10/31/01 CALWEST TX MTIN
Revised 6/02
<PAGE>

         9.4 Have there been any problems or complaints from employees or
neighbors regarding environmental issues (e.g., odor, emissions, nuisance, etc.)
resulting from the operation of your current facility?

                  Yes [ ]           No [ ]

If so, describe the source and nature of the complaint.

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

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

10. ADDITIONAL INFORMATION

         10.1 Please provide any additional information which you believe is
relevant to assess the environmental impact which your use, storage, treatment,
generation, handling, transportation or disposal of hazardous materials or
hazardous waste may have on the premises.

11. TENANT DISCLOSURE AND REPRESENTATIONS

         11.1 The undersigned understands that it has an ongoing obligation,
according to the terms of the lease, to report in writing any changes to the
information it provides in this questionnaire and to update this questionnaire,
as necessary, with any new information which may impact the health and safety of
people on or in the vicinity of the premises or which may impact the
environment.

         11.2 The undersigned warrants and represents that it is, as of the date
set forth below, in compliance with all environmental laws and regulations
governing its activities on the premises, except as expressly set forth in this
questionnaire.

         11.3 The information contained in this questionnaire is true and
correct.

                                       TENANT:


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



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



                                                        CAP/[ILLEGIBLE]
                                                        ---------------
                                                            Initials
10/31/01 CALWEST TX MTIN
Revised 6/02