<PAGE>   1

                                                                    EXHIBIT 10.8


                                INDUSTRIAL LEASE

                                     BETWEEN

                           PARKER METROPOLITAN, L.P.,

                                  AS LANDLORD,

                                       AND

                          HOME INTERIORS & GIFTS, INC.,

                                    AS TENANT


<PAGE>   2


                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                          Page
                                                                                          ----
<S>                                                                                      <C>
1.    Definitions and Basic Lease Provisions................................................1
2.    Leased Premises.......................................................................3
3.    Acceptance of Leased Premises.........................................................3
4.    Tenant Finish Work....................................................................3
5.    Lease Term............................................................................3
6.    Rent Payments.........................................................................3
7.    Utilities.............................................................................4
8.    Financial Statements..................................................................4
9.    Intentionally Deleted.................................................................4
10.   Assignment and Subletting.............................................................4
11.   Additional Rent.......................................................................6
12.   Repair and Maintenance................................................................7
13.   Alterations and Additions by Tenant...................................................9
14.   Surrender Upon Termination or Expiration; Holdover....................................9
15.   Tenant's Service Providers............................................................9
16.   Tenant's Property.....................................................................9
17.   Mechanics' Liens.....................................................................10
18.   Use and Occupancy....................................................................10
19.   Limitations on Liability of Landlord Parties; Waiver.................................11
20.   Tenant's Indemnification of Landlord Parties; Assumption; Employees' Claims..........12
21.   Tenant's Insurance...................................................................13
22.   Fire or Other Casualty...............................................................15
23.   Waiver of Subrogation................................................................15
24.   Condemnation.........................................................................16
25.   Rights Reserved by Landlord..........................................................16
26.   Events of Default....................................................................17
27.   Landlord's Remedies..................................................................18
28.   Notice of Landlord's Default.........................................................19
29.   No Implied Waiver....................................................................20
30.   Waiver by Tenant.....................................................................20
31.   Legal Fees...........................................................................20
32.   Subordination........................................................................20
33.   Intentionally Deleted................................................................21
34.   Rules and Regulations................................................................21
35.   Estoppel Certificate.................................................................21
36.   Notices..............................................................................21
37.   Hazardous Substances.................................................................22
38.   Severability.........................................................................22
39.   Force Majeure........................................................................23
40.   Brokerage............................................................................23
41.   Joint and Several Liability..........................................................23
42.   No Representations...................................................................23
43.   Entire Agreement; Amendments.........................................................23
44.   Paragraph Headings...................................................................24
45.   Binding Effect.......................................................................24
46.   Counterparts; Facsimile Signatures...................................................24
</TABLE>


INDUSTRIAL LEASE                                                             -i-
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<TABLE>
<S>                                                                                      <C>
47.  Rental Tax............................................................................24
48.  Landlord's Lien.......................................................................24
49.  Timeliness............................................................................24
50.  Security Disclaimer...................................................................25
51.  Signage...............................................................................25
52.  Execution and Approval of Lease.......................................................25
53.  Leasehold Mortgages...................................................................26
54.  Governing Law; Venue..................................................................26
55.  The Existing Lease....................................................................26
56.  Exhibits..............................................................................26

EXHIBITS:

A:   Leased Premises
B:   Legal Description of the Land
C:   Building Rules and Regulations
D:   Contractor Insurance Requirements
E:   Insurance Minimums
F:   Insurance Questionnaire
</TABLE>


INDUSTRIAL LEASE                                                            -ii-

<PAGE>   4


                                INDUSTRIAL LEASE

         This Industrial Lease (this LEASE) is entered into effective as of
__________________, 2000 (the DATE OF THIS LEASE), by PARKER METROPOLITAN, L.P.,
a Texas limited partnership (LANDLORD), and HOME INTERIORS & GIFTS, INC., a
Texas corporation (TENANT).

1.       Definitions and Basic Lease Provisions.


         Some of the basic provisions and defined terms of this Lease are as
follows:

         BUILDING:                  815 South Coppell, Coppell, Texas, described
                                    on EXHIBIT A The Building contains
                                    approximately 78,750 rentable square feet.

         LEASED PREMISES:           The Building and related facilities, and the
                                    land (the LAND) described on EXHIBIT B.

         COMMENCEMENT DATE:         August 1, 2000.

         EXPIRATION DATE:           July 31, 2005.

         LEASE TERM:                60 months, beginning on the Commencement
                                    Date and ending on the Expiration Date.

         BASE RENT:                 See table below.

         ADDITIONAL RENT:           [See Paragraph 11].

         RENT:                      The total of Base Rent as set forth in the
                                    following table, Additional Rent, and all
                                    other amounts payable by Tenant to Landlord
                                    under this Lease:

<TABLE>
<CAPTION>
                  Periods in Lease Term           Base Rent Per Month
                  ---------------------           -------------------
<S>                                               <C>
                  8/1/00 - 9/30/00: 2 months           $19,687.50

                  10/1/00 - 12/31/00: 3 months         ABATED

                  1/1/01 - 7/31/02: 19 months          $20,343.75

                  8/1/02 - 7/31/05: 36 months          $22,968.75
</TABLE>

                  It is the purpose and intent of Landlord and Tenant that Base
                  Rent shall be net to Landlord and that all reasonable and
                  necessary costs, expenses, and charges related to Tenant's
                  operations of the Leased Premises, which may arise or become
                  due during the Lease, shall be paid by Tenant, and that Tenant
                  shall indemnify, defend, and hold Landlord harmless against
                  same.


INDUSTRIAL LEASE                                                          PAGE 1
<PAGE>   5


         TENANT'S BROKER:           None.


         LANDLORD'S BROKER:         Willis Realty Advisors.

         PERMITTED USE:             Any lawful use, specifically excluding
                                    operating as an Internet services provider
                                    through equipment located in the Leased
                                    Premises.

         TENANT PARTY(IES):         Tenant and its officers, agents,
                                    contractors, subcontractors, employees,
                                    licensees, servants, invitees, and all
                                    persons and entities claiming through any of
                                    these person or entities.

         LANDLORD PARTY(IES):       Landlord and its authorized representatives
                                    and their respective officers, directors,
                                    shareholders, partners, trustees, members,
                                    agents, employees, property manager,
                                    contractors, and all persons, and entities
                                    claiming through any of these persons or
                                    entities.

         Addresses for notices under this Lease:

         LANDLORD:        Parker Metropolitan, L.P.
                          c/o Parker Equities, Inc.
                          5956 Sherry Lane, Suite 1620
                          Dallas, Texas 75225
                          Attn:   Jeff P. Howle
                          Fax:    (214) 987-6095

                          With a copy to:

                          Munsch Hardt Kopf & Harr, P.C.
                          4000 Fountain Place
                          1445 Ross Avenue
                          Dallas, Texas 75202
                          Attn:   Katherine W. Harmon
                          Fax:    (214) 855-7584

         LANDLORD'S MORTGAGEE:

                          Column Financial
                          5100 Tennyson Parkway, Suite 2400
                          Plano, Texas 75024
                          Attn:   Greg Golden
                          Fax:    (972) 473-8111

         TENANT:          Home Interiors & Gifts, Inc.
                          4055 Valley View
                          Dallas, Texas  75244
                          Attn:   Mike Lohner, C.O.O.
                          Fax:    (972) 386-1008


INDUSTRIAL LEASE                                                          PAGE 2
<PAGE>   6

                          With a copy to:

                          Home Interiors & Gifts, Inc.
                          4055 Valley View
                          Dallas, Texas  75244
                          Attn:  Bettina Simon, General Counsel
                          Fax: (972) 386-1106

2.       Leased Premises.

         Landlord, in consideration of the Rent and the obligations of Tenant
         under this Lease, leases the Leased Premises to Tenant, and Tenant
         leases the Leased Premises from Landlord, under the terms of this
         Lease.

3.       Acceptance of Leased Premises.

         Tenant currently occupies the Leased Premises, and accepts the Leased
         Premises in their present condition, on an "AS IS, WHERE IS" basis, and
         Landlord has no obligation to improve, repair, restore, or refurbish
         the Leased Premises. Tenant's continued occupancy of the Leased
         Premises is conclusive evidence that Tenant: (a) accepts the Leased
         Premises as suitable for the purposes for which they are leased; (b)
         accepts the Leased Premises as being in a good and satisfactory
         condition; (c) waives any defects in the Leased Premises; and (d)
         agrees that the square footage numbers used in this Lease are
         conclusive and binding. Tenant acknowledges that neither Landlord nor
         any other Landlord Party has made, and Tenant waives, any
         representation or warranty with respect to the Leased Premises,
         including, without limitation, any representation or warranty with
         respect to the suitability or fitness of the Leased Premises for the
         conduct of Tenant's business.

4.       Tenant Finish Work.

         If Tenant desires to make leasehold improvements to the Leased Premises
         (the TENANT FINISH WORK) after the beginning of the Lease Term, then
         Tenant shall, at Tenant's sole cost and expense, perform or cause to be
         performed the Tenant Finish Work strictly in accordance with Paragraph
         13 of this Lease.

5.       Lease Term.

         The Lease Term begins on the Commencement Date and ends on the
         Expiration Date.

6.       Rent Payments.

         (a)      The first installment of Base Rent is payable by Tenant when
                  this Lease is executed. Subsequent installments of Base Rent
                  are payable by Tenant in advance on the first day of each
                  calendar month during the Lease Term beginning on the first
                  day of the first full calendar month after the beginning of
                  the Lease Term. Base Rent for any partial calendar month is
                  prorated on a per diem basis.

         (b)      All Rent (which includes Base Rent and Additional Rent, as
                  defined in Paragraph 1) is payable by Tenant in legal U.S.
                  tender to Landlord at the following


INDUSTRIAL LEASE                                                          PAGE 3

<PAGE>   7

                  address, or to any other person or at any other address as
                  Landlord may designate by notice to Tenant:

                                   Parker Metropolitan, L.P.
                                   c/o Parker Equities, Inc.
                                   5956 Sherry Lane, Suite 1620
                                   Dallas, TX  75225
                                   Attn:    Jeff P. Howle

         (c)      Rent is payable by Tenant without notice, demand, abatement,
                  deduction, or setoff except as expressly specified in this
                  Lease. Tenant's obligation to pay Rent is independent of any
                  obligation of Landlord under this Lease. If any installment of
                  Rent is not paid within 7 days after it is due, Tenant shall
                  pay a late charge in an amount equal to 5% of the delinquent
                  installment of Rent when it pays the delinquent installment.
                  In addition, any Rent not paid when due (and which represents
                  amounts not already specified as bearing interest under other
                  provisions of this Lease) bears interest from the due date
                  until the date paid at a rate (the INTEREST RATE) equal to the
                  lesser of the highest rate allowable under applicable law or
                  18% per annum.

7.       Utilities.

         Landlord shall provide water, electricity, gas, and telephone
         connections to the Leased Premises. Tenant shall pay for all water,
         gas, heat, light, power, telephone, sewer, sprinkler charges, and other
         utilities and services used on or from the Leased Premises, together
         with any taxes, penalties, surcharges, or the like pertaining thereto,
         and any maintenance charges for utilities. Tenant shall furnish all
         electric light bulbs and tubes. Tenant's obligation to pay for utility
         services provided during the Lease Term survives the termination or
         expiration of the Lease. Landlord is not liable for any interruption or
         failure of utility services on or to the Leased Premises.

8.       Financial Statements.

         Unless Tenant is a publicly-traded entity and Tenant publicly files its
         financial statements on a regular basis, Tenant shall, from time to
         time within 20 days after request by Landlord, but no more often than 4
         times in any calendar year, deliver to Landlord certified financial
         statements for Tenant, in a reasonably acceptable form.

9.       Intentionally Deleted.

10.      Assignment and Subletting.

         (a)      Except as specified in Paragraph 10(c) below, Tenant may not
                  assign this Lease or sublease all or any part of the Leased
                  Premises without the prior written consent of Landlord, which
                  shall not be unreasonably withheld, delayed, or conditioned.
                  If Tenant wants to assign this Lease or sublease all or part
                  of the Leased Premises, it shall deliver a notice to Landlord
                  specifying the name of, financial information for, and the
                  nature of the business of the proposed assignee or subtenant,
                  the proposed effective date of the assignment or sublease and
                  the amount of the commission, if any that Tenant is obligated
                  to pay in connection with such assignment or sublease. Tenant
                  may not assign or sublease all or any part


INDUSTRIAL LEASE                                                          PAGE 4
<PAGE>   8

                  of the Leased Premises at any time when Tenant is in default
                  under this Lease, whether or not an Event of Default (defined
                  in Paragraph 26) has occurred.

         (b)      Landlord has a period of 14 days from receipt of Tenant's
                  notice to notify Tenant that Landlord elects, in Landlord's
                  sole discretion, to:

                  (1)      terminate this Lease as to the space that is the
                           subject of Tenant's notice as of the date specified
                           by Tenant provided, however, that Landlord shall pay
                           any broker's fee or commission for which Tenant is
                           liable in connection with such proposed assignment or
                           sublease;

                  (2)      consent to the assignment or sublease. If the rent
                           payable to the Tenant by the sublessee is greater
                           than the Base Rent, then the excess rent, after
                           deducting all actual costs incurred by Tenant with
                           respect to the sublease, including but not limited to
                           brokerage commissions, legal fees, rent concessions
                           and tenant improvement costs incurred by Tenant with
                           respect to the sublease, is payable by Tenant as
                           additional Rent to Landlord within five (5) days of
                           the date on which Tenant receives the excess rent
                           from the sublessee; or

                  (3)      reasonably refuse to consent to Tenant's assignment
                           or sublease of that space and to continue this Lease
                           in effect.

                  If Landlord elects to terminate this Lease as provided under
                  option (1), Tenant has 5 business days following receipt of
                  Landlord's notice to terminate within which to rescind its
                  notice of its proposed assignment or sublease and avoid a
                  termination of this Lease. If Landlord does not notify Tenant
                  of Landlord's election within the 14-day period, Landlord is
                  deemed to elect option (3).

         (c)      Tenant may, without the prior consent of Landlord, sublet all
                  or any part of the Leased Premises to an Affiliate (defined
                  below), or assign this Lease to an Affiliate, if (1) Tenant
                  provides Landlord a copy of the sublease or the assignment
                  within 10 days after its execution, (2) the transaction was
                  not entered into as a subterfuge to avoid the obligations and
                  restrictions of this Lease and (3) the net worth of the
                  assignee or sublessee is sufficient, in Landlord's reasonable
                  discretion, to satisfy Tenant's obligations under this Lease.
                  Landlord has no obligation to recognize an Affiliate that is
                  an assignee of this Lease, as the tenant under this Lease
                  unless Landlord timely receives a complete copy of the
                  assignment and Tenant pays Landlord its reasonable
                  administrative and legal costs, pursuant to Paragraph 10(d)
                  below. Tenant remains liable for the payment of Rent and
                  performance of all other obligations under this Lease after
                  any assignment or subletting to an Affiliate. The term
                  AFFILIATE means any entity that acquires all or part of
                  Tenant, or that is acquired in whole or in part by Tenant, or
                  which entity, directly or indirectly, controls, is controlled
                  by, or is under common control with Tenant. For purposes of
                  this Paragraph 10(c), CONTROL means the possession, directly
                  or indirectly, of the power to direct or cause the direction
                  of the management and policies of an entity, whether through
                  the ownership of voting securities or by contract or
                  otherwise.


INDUSTRIAL LEASE                                                          PAGE 5

<PAGE>   9

         (d)      As a condition to the effectiveness of each assignment or
                  subletting, Tenant shall pay to Landlord its reasonable
                  administrative and legal costs in connection therewith, not to
                  exceed $500.

         (e)      Any attempted assignment or sublease by Tenant in violation of
                  the terms of this Paragraph is void and is an Event of Default
                  (defined in Paragraph 26).

         (f)      Tenant remains liable for the payment of Rent and performance
                  of all other obligations under this Lease after any assignment
                  or subletting.

11.      Additional Rent.

         (a)      Tenant shall pay to third parties (or to Landlord in the case
                  of ad valorem taxes and property insurance for the Leased
                  Premises, and otherwise as applicable), as ADDITIONAL RENT
                  (herein called): (i) all taxes, insurance, charges, costs and
                  expenses which are reasonable and necessary for the operation
                  and use of the Leased Premises by Tenant, or which Tenant
                  assumes or agrees to pay under any provisions of this Lease,
                  together with all interest and penalties that may accrue
                  thereon in the event of Tenant's failure to pay the same as
                  herein provided; (ii) all other damages, costs and expenses
                  which Landlord may suffer or incur and is entitled to
                  reimbursement by Tenant as provided in this Lease; and (iii)
                  any and all other sums which may become due, by reason of any
                  default of Tenant or failure by Tenant to comply with the
                  agreements, terms, covenants, and conditions of this Lease. If
                  Tenant fails to provide Landlord with satisfactory evidence of
                  the full payment of Additional Rent to third parties (where
                  applicable) within thirty (30) days following written request
                  by Landlord for such evidence, then except as otherwise
                  provided, Landlord may at its option, but is under no
                  obligation to, pay directly all past due amounts of Additional
                  Rent to be paid by Tenant to any third party, and Tenant shall
                  reimburse Landlord on demand for the Additional Rent so paid
                  by Landlord.

         (b)      Without limiting the generality of the foregoing, Tenant shall
                  pay ad valorem taxes and insurance for the Leased Premises to
                  Landlord in the same manner that Tenant is obligated to pay
                  those expenses under that certain lease agreement dated as of
                  December 1, 1999 (the EXISTING LEASE) between Landlord and
                  Tenant relating to the Leased Premises. Tenant shall pay
                  directly, as they become due and payable, and before they
                  become delinquent, AND SHALL INDEMNIFY, DEFEND, AND HOLD
                  LANDLORD PARTIES HARMLESS AGAINST, all taxes, special
                  assessments, and other governmental charges of every kind
                  levied or assessed against the personal property, furniture,
                  fixtures, and other improvements placed by or for Tenant in
                  the Leased Premises, and shall promptly submit to Landlord
                  evidence of such payment. During the Lease Term and at its
                  sole cost and expense, Tenant may contest, on behalf of
                  Landlord, any reappraisals of the Leased Premises for ad
                  valorem tax purposes.

         (c)      Tenant, at its expense, may elect to inspect, audit, and copy
                  Landlord's books and records concerning any Additional Rent
                  which is reimbursed to Landlord, at Landlord's (or other
                  designated) offices during normal office hours, within 90 days
                  after the date of any demand by Landlord for the applicable
                  Additional Rent (the ADDITIONAL RENT STATEMENT), by giving
                  Landlord at least 30 days' prior notice and


INDUSTRIAL LEASE                                                          PAGE 6
<PAGE>   10

                  specifying in that notice the particular documents which
                  Tenant will require for its audit (the AUDIT INFORMATION). Any
                  audit by Tenant is subject to the following:

                  (1)      No audit may be conducted if Tenant is in default
                           under this Lease at the time Tenant delivers its
                           notice to Landlord requesting the audit or at the
                           time the audit would be conducted.

                  (2)      No subtenant or assignee may conduct an audit under
                           this subparagraph or otherwise.

                  (3)      If Tenant retains a third party (the AUDITOR) to
                           audit any Additional Rent, the Auditor must be a
                           nationally recognized accounting firm that is not
                           being compensated by Tenant on a contingent fee basis
                           or other "savings" based fee structure. Prior to
                           conducting an audit, Tenant and the Auditor must
                           execute a reasonably acceptable form of
                           confidentiality agreement relating to the audit.

                  (4)      Tenant may not be in the Landlord's (or other
                           designated) offices for more than a total of 3 days.
                           Landlord shall make reasonable efforts to provide
                           Tenant on the first of those 3 days with any Audit
                           Information which was requested in accordance with
                           this Paragraph 11(c) and which is in Landlord's
                           control. Tenant shall minimize any disruption to
                           Landlord's business while in Landlord's (or other
                           designated) offices.

                  (5)      Tenant shall deliver a copy of the audit to Landlord
                           within 10 days after it is finalized. If Tenant
                           disputes any Additional Rent Statement as a result of
                           its audit and Landlord does not contest the accuracy
                           of Tenant's dispute within 15 business days after
                           Landlord's receipt of Tenant's dispute notice, then
                           Landlord shall revise the Additional Rent Statement
                           accordingly.

         (d)      Tenant's payment of Additional Rent to Landlord is governed by
                  Paragraph 6(c). TENANT SHALL INDEMNIFY, DEFEND, AND HOLD ALL
                  LANDLORD PARTIES HARMLESS FROM ALL CLAIMS, FINES, SUITS,
                  LOSSES, COSTS, LIABILITIES, DEMANDS, EXPENSES, ACTIONS, AND
                  JUDGMENTS (COLLECTIVELY, CLAIMS) OF EVERY KIND AND CHARACTER
                  ARISING OUT OF OR RELATING TO ADDITIONAL RENT.

12.      Repair and Maintenance.

         (a)      Tenant shall [to the extent the repair is not the obligation
                  of Landlord under Paragraph 12(e) below], at its sole cost and
                  expense, keep and maintain all parts of the Leased Premises
                  (including the Building and related facilities and the Land)
                  in the same condition as on December 1, 1999. Tenant shall
                  cause the Leased Premises [except those components of the
                  Leased Premises that are the obligation of Landlord under
                  Paragraph 12(e) below] to comply with Applicable Laws (defined
                  in Paragraph 18) at all times, promptly making all necessary
                  non-structural repairs and replacements, ordinary and
                  extraordinary. Tenant's obligations and expenses hereunder
                  include but are not limited to the windows, glass and plate
                  glass, doors, any special office entries, walls, finish work,
                  floors, floor coverings, ceilings, heating and air
                  conditioning systems, janitorial service, dock boards, truck
                  doors, dock bumpers, plumbing work and fixtures, pest

INDUSTRIAL LEASE                                                          PAGE 7

<PAGE>   11

                  extermination, landscaping, parking lot repair, and regular
                  removal of trash and debris.

         (b)      Tenant shall, at its sole cost and expense, enter into a
                  regularly scheduled preventive maintenance/service contract
                  with a maintenance contractor for servicing all hot water,
                  heating and air conditioning systems, and equipment within or
                  serving the Leased Premises. The maintenance contractor and
                  the contract must be approved by Landlord. The service
                  contract must include all services suggested by the equipment
                  manufacturer within the operation/maintenance manual and must
                  become effective (and a copy thereof delivered to Landlord)
                  within 30 days after the date Tenant takes possession of the
                  Leased Premises.

         (c)      Notwithstanding anything herein to the contrary, Tenant shall
                  repair and pay for any damage to the Leased Premises caused by
                  any Tenant Party or caused by Tenant's default under this
                  Lease.

         (d)      All repairs and replacements by Tenant must be equal in
                  quality and class to the original work, made to restore the
                  Leased Premises to the same condition as on December 1, 1999,
                  reasonable wear and tear excepted. Without diminishing this
                  obligation of Tenant, if Tenant does not make any repairs and
                  replacements required hereunder within 15 days after the date
                  of Landlord's notice of same (or, if the repairs or
                  replacements cannot reasonably be completed within the 15-day
                  period, and Tenant commences them promptly and then diligently
                  completes them within a reasonable time, not to exceed 40 days
                  after the date of Landlord's notice), Landlord may at its
                  option, but is under no obligation to, make the repairs and
                  replacements. Tenant shall pay Landlord on demand as
                  additional Rent the costs incurred by Landlord hereunder plus
                  an administrative fee equal to 10% of the costs.

         (e)      Landlord shall (except as expressly provided in this Lease),
                  at its sole cost and expense, keep and maintain the
                  foundation, exterior walls, roof, and other structural
                  elements of the Leased Premises in good condition and repair
                  as reasonably determined to be necessary by Landlord,
                  consistent with the condition existing on December 1, 1999.
                  Upon written notice given by Tenant to Landlord of the need
                  for repairs for which Landlord is responsible hereunder,
                  Landlord shall promptly repair the Leased Premises in a good,
                  workmanlike manner. Landlord shall have thirty (30) days after
                  written notice from Tenant to commence to perform its
                  obligations under this paragraph, unless, in the reasonable
                  judgment of Tenant, such existing condition constitutes an
                  emergency or hazard to persons or to the inventory of Tenant,
                  in which event Landlord shall commence to perform its
                  obligations hereunder immediately and shall diligently proceed
                  with such work until completed. If Landlord fails to commence
                  to perform its obligations hereunder in the event of an
                  emergency within 24 hours notice from Tenant, Tenant shall
                  have the right to act as needed to prevent the danger to
                  persons continuing or to prevent spoilage of its inventory,
                  and Landlord shall promptly pay the reasonable cost thereof to
                  Tenant upon written demand therefor. Tenant shall not have the
                  right to undertake permanent repairs to the foundation,
                  exterior walls, roof, and other structural elements of the
                  Leased Premises. Nothing in this paragraph shall be construed
                  as a waiver of Tenant's right to a claim against Landlord
                  arising from Landlord's failure or delay to make repairs
                  required to be made by Landlord

INDUSTRIAL LEASE                                                          PAGE 8
<PAGE>   12

                  hereunder; further, nothing contained herein shall be deemed
                  to require Tenant to make any repairs for which Landlord is
                  obligated under this Lease.

13.      Alterations and Additions by Tenant.

         Tenant may not make or permit any alterations, improvements, or
         additions in or to the Leased Premises without Landlord's prior
         consent, which consent may not be unreasonably withheld, except that
         Landlord's consent to any alterations, improvements, or additions that
         affect any structural or MEP (defined below) elements or systems, or
         the external appearance or common areas, of the Leased Premises, is in
         Landlord's sole discretion. Specifically, Tenant may not make
         penetrations or alterations to the roof, exterior walls, or the
         foundation without express written consent from Landlord. No equipment
         or antenna of any kind may be installed on any portion of the roof or
         exterior portion of the Building without express written consent from
         Landlord. All alterations, additions, and improvements made to, or
         fixtures or other improvements placed in or upon, the Leased Premises
         become the property of Landlord upon the expiration or earlier
         termination of the Lease Term. Alterations, improvements, and additions
         in and to the Leased Premises requested by Tenant must be made in
         accordance with complete and accurate plans and specifications and
         construction documents [including, without limitation, complete
         mechanical, electrical and plumbing (MEP) requirements] prepared by
         Tenant or Tenant's contractor and approved in advance by Landlord. All
         work must be performed at Tenant's expense either by Landlord or by
         contractors and subcontractors reasonably approved in advance by
         Landlord and in accordance with any conditions required by Landlord,
         including compliance with the Contractor Insurance Requirements set
         forth in EXHIBIT D. All alterations and improvements must comply with
         all Applicable Laws. This Paragraph 13 applies to Tenant Finish Work,
         if any, under this Lease.

14.      Surrender Upon Termination or Expiration; Holdover.

         (a)      Upon the Expiration Date or any earlier termination of this
                  Lease, Tenant shall: (1) surrender to Landlord possession of
                  the Leased Premises in the same condition as on December 1,
                  1999, reasonable wear and tear and damages or destruction by
                  any insured casualty excepted, and (2) deliver to Landlord all
                  keys to the Building.

         (b)      If Tenant continues to hold any part of the Leased Premises
                  after the termination of this Lease, the holding over is a
                  tenancy from month-to-month at a monthly rental equal to 150%
                  of the monthly Base Rent payable at the time of termination,
                  plus the payment of Additional Rent and all other Rent payable
                  under this Lease. Any month-to-month tenancy is terminable
                  upon 30 days' notice from Landlord.

15.      Tenant's Service Providers.

         Tenant shall cause all contractors, moving companies, and other
         entities providing services to Tenant to deliver evidence satisfactory
         to Landlord that the insurance specified in EXHIBIT D is in force prior
         to entering the Building.

16.      Tenant's Property.

         All furniture, movable trade fixtures, data and phone cables, and
         equipment installed by or on behalf of Tenant remains the property of
         Tenant and must be removed by Tenant at its


INDUSTRIAL LEASE                                                          PAGE 9

<PAGE>   13

         expense at the termination of this Lease. Any removal of Tenant's
         property must be accomplished in a good and workmanlike manner so as
         not to damage the Leased Premises. Tenant, or Landlord at Tenant's
         expense, shall repair any damage to the Leased Premises caused by any
         removal. All furniture, movable trade fixtures, and equipment installed
         by Tenant not removed within 15 days after termination of the Lease are
         conclusively presumed to be abandoned by Tenant. Landlord may, at its
         option, take the possession of the property and either (1) declare it
         to be the property of Landlord by notice to Tenant or (2) at the sole
         risk and expense of Tenant and without payment of any compensation to
         Tenant, remove it or any part thereof in any manner that Landlord
         chooses and store, sell, or otherwise dispose of it without incurring
         liability to Tenant or any other person. All amounts payable to
         Landlord under this subparagraph, plus interest at the Interest Rate
         from date of payment by Landlord until paid by Tenant, are due on
         demand as additional Rent.

17.      Mechanics' Liens.

         Tenant may not cause or permit any mechanic's or materialmen's liens to
         be placed upon Landlord's interest in the Leased Premises or any part
         thereof or against Landlord's interest under this Lease. If any lien is
         filed on Landlord's or Tenant's interest in the Leased Premises, Tenant
         shall cause the same to be discharged of record within 20 days after
         filing. If Tenant does not discharge the lien within the 20-day period,
         then, in addition to any other right or remedy of Landlord, Landlord
         may, but is not obligated to, discharge the lien by paying the amount
         claimed to be due or by procuring the discharge of the lien by deposit
         in court or bonding. Any amount paid by Landlord relating to any lien
         not caused by Landlord, and all reasonable legal and other expenses of
         Landlord, including reasonable legal fees, in defending any action or
         in procuring the discharge of any lien, with interest thereon at the
         Interest Rate from date of payment by Landlord until paid by Tenant, is
         payable by Tenant to Landlord on demand as additional Rent.

18.      Use and Occupancy.

         (a)      The Leased Premises may be occupied and used by Tenant only
                  for the Permitted Use and for no other purpose without
                  Landlord's prior written consent, in its sole discretion.
                  Tenant shall use and maintain the Leased Premises in a clean,
                  careful, safe, and proper manner and shall comply with all
                  existing and future laws, ordinances, orders, rules, and
                  regulations of all governmental bodies (state, federal, and
                  municipal) applicable to or having jurisdiction over the use,
                  occupancy, and maintenance of the Leased Premises, including
                  without limitation, all applicable environmental laws and the
                  Americans With Disabilities Act of 1990 (as amended), the
                  Texas Architectural Barriers Act (as amended) [Tex. Rev. Civ.
                  Stat. Ann. Art. 9102] and any similar law, rule or regulation
                  relating to access by disabled persons to the Leased Premises
                  (collectively, ACCESS LAWS) and all applicable environmental
                  laws (those laws, ordinances, orders, rules, decisions, and
                  regulations being called APPLICABLE LAWS). Landlord represents
                  and warrants that, as of the date of this Lease, Landlord has
                  received no actual notice that the Leased Premises is not in
                  compliance with Applicable Laws.

         (b)      Tenant may not deface or injure the Leased Premises or any
                  part thereof or overload the floors of the Leased Premises.
                  Tenant may not commit waste or permit waste to be committed or
                  cause or permit any nuisance on or in the Leased Premises.
                  Tenant shall pay Landlord on demand as additional Rent for any


INDUSTRIAL LEASE                                                         PAGE 10

<PAGE>   14

                  damage to the Leased Premises caused by any negligence or
                  willful act or any misuse or abuse (whether the misuse or
                  abuse results from negligence or willful acts) by Tenant or
                  any Tenant Party or any other person (except Landlord Parties)
                  not prohibited by Tenant from entering upon the Leased
                  Premises.

         (c)      Tenant may not use or allow the Leased Premises to be used for
                  any purpose prohibited by any Applicable Law or by any
                  restrictive covenants applicable to the Leased Premises.
                  Tenant shall conduct its business and occupy the Leased
                  Premises and control all Tenant Parties so as not to create
                  any nuisance and so as not to injure the reputation of the
                  Leased Premises.

         (d)      Tenant may not use or allow or permit the Leased Premises to
                  be used in any way or for any purpose that (1) Landlord deems
                  hazardous on account of the possibility of fire or other
                  casualty; (2) increases the rate of fire or other insurance
                  for the Building or its contents or in respect of the
                  operation of the Building; or (3) renders the Building
                  uninsurable at normal rates by responsible insurance carriers
                  authorized to do business in the State of Texas or renders
                  void or voidable any insurance on the Building. If insurance
                  premiums are increased because of Tenant's use of the Leased
                  Premises, then, in addition to any other remedies Landlord may
                  have, Tenant shall pay the amount of the increase to Landlord
                  as additional Rent within 5 days after demand.

         (e)      Use of or access to the roof of the Building by Tenant is
                  prohibited except when necessary for Tenant Parties to perform
                  repairs and maintenance as required under this Lease,
                  including but not limited to HVAC maintenance and repair.

19.      LIMITATIONS ON LIABILITY OF LANDLORD PARTIES; WAIVER.

         (a)      TO THE FULLEST EXTENT PERMITTED BY LAW, TENANT, ON ITS BEHALF
                  AND ON BEHALF OF ALL TENANT PARTIES, WAIVES ALL CLAIMS AGAINST
                  ALL LANDLORD PARTIES ARISING OUT OF, KNOWINGLY AND VOLUNTARILY
                  ASSUMES THE RISK OF, AND AGREES THAT LANDLORD PARTIES ARE NOT
                  LIABLE TO ANY TENANT PARTIES FOR ANY OF THE FOLLOWING EVEN IF
                  THE CLAIMS ARE CAUSED SOLELY OR IN PART BY THE NEGLIGENCE, BUT
                  NOT THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, OF ANY
                  LANDLORD PARTY:

                  (1)      ANY INJURY OR DAMAGE TO PERSON OR PROPERTY (INCLUDING
                           THE RESULTING LOSS OF USE, ECONOMIC LOSSES AND
                           CONSEQUENTIAL OR RESULTING DAMAGES OF ANY KIND FROM
                           ANY CAUSE) DUE TO THE CONDITION OR DESIGN OF, OR ANY
                           DEFECT IN, THE LEASED PREMISES OR BUILDING THAT
                           EXISTS NOW OR OCCURS IN THE FUTURE;

                  (2)      ANY INJURY OR DAMAGE TO PERSON OR PROPERTY (INCLUDING
                           THE RESULTING LOSS OF USE, ECONOMIC LOSSES AND
                           CONSEQUENTIAL OR RESULTING DAMAGES OF ANY KIND FROM
                           ANY CAUSE) DUE TO THE LEASED PREMISES OR BUILDING OR
                           RELATED IMPROVEMENTS OR APPURTENANCES BEING OUT OF
                           REPAIR, OR DEFECTS IN OR FAILURE OF PIPES OR WIRING,
                           OR BACKING UP OF DRAINS, OR THE BURSTING OR LEAKING
                           OF PIPES, FAUCETS, AND PLUMBING FIXTURES, OR GAS,
                           WATER, STEAM, ELECTRICITY, OR OIL LEAKING, ESCAPING,
                           OR FLOWING INTO THE LEASED PREMISES;


INDUSTRIAL LEASE                                                         PAGE 11
<PAGE>   15

                  (3)      ANY LOSS OR DAMAGE CAUSED BY THE ACTS OR OMISSIONS OF
                           ANY OTHER PERSONS; OR

                  (4)      ANY LOSS OR DAMAGE TO PROPERTY OR PERSON OCCASIONED
                           BY THEFT, FIRE, ACT OF GOD, PUBLIC ENEMY, INJUNCTION,
                           RIOT, INSURRECTION, WAR, COURT ORDER, REQUISITION,
                           ORDER OF GOVERNMENTAL AUTHORITY, AND ANY OTHER CAUSE
                           BEYOND THE CONTROL OF LANDLORD PARTIES.

         (b)      NOTWITHSTANDING THE FOREGOING OR ANYTHING ELSE TO THE CONTRARY
                  CONTAINED IN THIS LEASE, THE LIABILITY OF LANDLORD TO ANY
                  TENANT PARTY FOR ANY DEFAULT OR INDEMNITY BY LANDLORD UNDER
                  THIS LEASE IS LIMITED TO THE INTEREST OF LANDLORD IN THE
                  LEASED PREMISES. NO LANDLORD PARTY HAS ANY PERSONAL LIABILITY
                  FOR ANY AMOUNTS PAYABLE OR OBLIGATIONS PERFORMABLE BY LANDLORD
                  UNDER THIS LEASE.

         (c)      THE PROVISIONS OF THIS PARAGRAPH 19 SHALL SURVIVE THE
                  EXPIRATION OR EARLIER TERMINATION OF THIS LEASE.

20.      TENANT'S INDEMNIFICATION OF LANDLORD PARTIES; ASSUMPTION; EMPLOYEES'
         CLAIMS.

         (a)      TENANT SHALL INDEMNIFY, DEFEND, AND HOLD ALL LANDLORD PARTIES
                  HARMLESS FROM ALL CLAIMS OF EVERY KIND AND CHARACTER
                  (INCLUDING THOSE CLAIMS RESULTING SOLELY OR IN PART FROM
                  NEGLIGENCE, BUT NOT THE GROSS NEGLIGENCE OR WILLFUL
                  MISCONDUCT, OF ANY LANDLORD PARTY) ARISING OUT OF OR RELATING
                  (DIRECTLY OR INDIRECTLY) TO THIS LEASE, THE TENANCY CREATED
                  UNDER THIS LEASE OR THE LEASED PREMISES, INCLUDING, WITHOUT
                  LIMITATION:

                  (1)      ANY BREACH OR DEFAULT IN PERFORMANCE OF ANY
                           OBLIGATION ON TENANT'S PART TO BE PERFORMED UNDER
                           THIS LEASE, WHETHER DURING THE LEASE TERM OR AFTER
                           ITS EXPIRATION OR EARLIER TERMINATION;

                  (2)      ANY ACT, OMISSION, NEGLIGENCE, OR MISCONDUCT OF
                           TENANT OR ANY TENANT PARTY, OR OF ANY OTHER PERSON
                           ENTERING UPON THE LEASED PREMISES UNDER OR WITH THE
                           EXPRESS OR IMPLIED INVITATION OR PERMISSION OF
                           TENANT;

                  (3)      ANY ALTERATIONS, ACTIVITIES, WORK, OR THINGS DONE,
                           PERMITTED, ALLOWED, OR SUFFERED BY TENANT PARTIES IN,
                           AT, OR ABOUT THE LEASED PREMISES, INCLUDING THE
                           VIOLATION BY TENANT OR ANY TENANT PARTY OF ANY LAW,
                           ORDINANCE, OR GOVERNMENTAL ORDER OF ANY KIND; AND

                  (4)      THE OCCUPANCY OR USE BY TENANT OR ANY TENANT PARTY OF
                           THE LEASED PREMISES.

         (b)      TENANT SHALL INDEMNIFY, DEFEND, AND HOLD ALL LANDLORD PARTIES
                  HARMLESS FROM ANY CLAIM FOR DAMAGE TO TENANT'S LEASEHOLD
                  IMPROVEMENTS OR PERSONAL PROPERTY, FIXTURES, FURNITURE, AND
                  EQUIPMENT IN THE LEASED PREMISES (INCLUDING THOSE CLAIMS
                  RESULTING SOLELY OR IN PART FROM NEGLIGENCE, BUT NOT THE GROSS
                  NEGLIGENCE OR WILLFUL MISCONDUCT, OF ANY LANDLORD PARTY), TO
                  THE EXTENT THAT THE DAMAGE IS COVERED BY INSURANCE (INCLUDING
                  ANY DEDUCTIBLE) THAT TENANT IS REQUIRED TO CARRY UNDER THIS
                  LEASE (OR WOULD HAVE


INDUSTRIAL LEASE                                                         PAGE 12
<PAGE>   16

                  BEEN COVERED HAD TENANT CARRIED THE INSURANCE REQUIRED UNDER
                  THE PROVISIONS OF THIS LEASE).

         (c)      IF ANY LANDLORD PARTY IS MADE A PARTY TO ANY LITIGATION
                  COMMENCED AGAINST ANY TENANT PARTY OR RELATING TO THIS LEASE
                  OR TO THE LEASED PREMISES, THEN TENANT SHALL PAY ALL COSTS AND
                  EXPENSES, INCLUDING REASONABLE LEGAL FEES AND COURT COSTS,
                  INCURRED BY OR IMPOSED UPON THE LANDLORD PARTY BY VIRTUE OF
                  THE LITIGATION. THE AMOUNT OF ALL COSTS AND EXPENSES,
                  INCLUDING REASONABLE LEGAL FEES AND COURT COSTS, IS A DEMAND
                  OBLIGATION PAYABLE BY TENANT TO LANDLORD AS ADDITIONAL RENT
                  BEARING INTEREST AT THE INTEREST RATE FROM THE DATE OF DEMAND
                  BY LANDLORD UNTIL PAID BY TENANT.

         (d)      IF AN EMPLOYEE (FULL-TIME, PART-TIME, OR TEMPORARY) OF ANY
                  TENANT PARTY SUFFERS AN INJURY AT THE LEASED PREMISES, TENANT
                  SHALL USE REASONABLE EFFORTS TO CAUSE THE INJURED EMPLOYEE TO
                  EXHAUST ALL RIGHTS UNDER THE APPLICABLE WORKERS' COMPENSATION
                  LAWS BEFORE ANY CLAIM ARISING FROM THE INJURY IS ASSERTED
                  AGAINST ANY LANDLORD PARTY. TENANT SHALL INDEMNIFY, DEFEND,
                  AND HOLD LANDLORD PARTIES HARMLESS FROM ALL CLAIMS, DEMANDS,
                  ACTIONS, DAMAGES, LOSSES, COSTS, LIABILITIES, EXPENSES, AND
                  JUDGMENTS SUFFERED BY LANDLORD PARTIES ARISING FROM TENANT'S
                  FAILURE TO CAUSE ITS INJURED EMPLOYEE TO EXHAUST ALL RIGHTS
                  UNDER THE APPLICABLE WORKERS' COMPENSATION LAWS BEFORE MAKING
                  ANY CLAIM AGAINST LANDLORD PARTIES.

         (e)      THE PROVISIONS OF THIS PARAGRAPH 20 SURVIVE THE EXPIRATION OR
                  EARLIER TERMINATION OF THIS LEASE.

         (f)      THE INDEMNIFICATION PROVISIONS OF THIS PARAGRAPH 20 SHALL NOT
                  BE CONSTRUED OR INTERPRETED AS IN ANY WAY RESTRICTING,
                  LIMITING, OR MODIFYING TENANT'S INSURANCE OR OTHER OBLIGATIONS
                  UNDER THIS LEASE AND IS INDEPENDENT OF TENANT'S INSURANCE AND
                  OTHER OBLIGATIONS UNDER THIS LEASE.

21.      Tenant's Insurance.

         (a)      Tenant shall, at its expense, maintain at all times during the
                  Lease Term (and prior to the Lease Term with respect to
                  activities of Tenant under the Lease at the Building)
                  insurance as set forth below:

                  (1)      Commercial General Liability Insurance (1986 ISO Form
                           or its equivalent) written on an "occurrence" basis
                           with respect to the business carried on, in or from
                           the Leased Premises and Tenant's use and occupancy of
                           the Leased Premises (including a contractual
                           liability) in an amount not less than $2,000,000 per
                           occurrence and $4,000,000 general aggregate per
                           location for bodily injury and property damages (or
                           with increased limits as may be required from time to
                           time by Landlord by giving notice to Tenant) and
                           without any deductible;

                  (2)      Statutory Workers' Compensation Insurance including
                           at least $100/500/100,000 Employers Liability
                           Insurance;

INDUSTRIAL LEASE                                                         PAGE 13
<PAGE>   17


                  (3)      Excess/Umbrella Liability Insurance, applying on at
                           least a "following form" basis, with a minimum limit
                           of $3,000,000 each Occurrence and Aggregate, where
                           applicable;

                  (4)      "ISO Special Form" Property Insurance (the PROPERTY
                           INSURANCE), including but not limited to, coverage
                           for all office furniture, trade fixtures, office
                           equipment, merchandise, and all other items of
                           Tenant's property in, on, at, or about the Leased
                           Premises and the Building, including property
                           installed by, for, or at the expense of Tenant; and

                           Tenant's Property Insurance must also fulfill the
                           following requirements:

                           (A)      It must be written on the equivalent of an
                                    ISO "Special Form" Property Insurance Form
                                    or an equivalent form acceptable to
                                    Landlord;

                           (B)      It must include an agreed amount endorsement
                                    for not less than one-hundred percent (100%)
                                    of the full replacement cost (new without
                                    deduction for depreciation) of the covered
                                    items and property; and

                           (C)      It must have a deductible no greater than
                                    $50,000 for each loss.

                  It is the parties' intent that Tenant structure its Property
                  Insurance program so that no coinsurance penalty is imposed
                  and there are no valuation disputes with any insurer or with
                  Landlord. The Property Insurance coverage must include
                  vandalism and malicious mischief coverage.

         (b)      Tenant's policies must be written by an insurance company or
                  companies reasonably satisfactory to Landlord and with a
                  current A.M. Best Company rating of A-/IX or better and be
                  admitted to do business in the State of Texas. Landlord and
                  Landlord's property management company, if any, must be named
                  as additional insureds without restriction under the
                  liability, property and umbrella policies, using ISO
                  endorsement Form CG 2026 1185. Tenant shall obtain a written
                  obligation on the part of each insurance company to notify
                  Landlord at least 30 days prior to cancellation, non-renewal,
                  or material reduction of the coverage. In addition, all of the
                  policies of insurance required in this Lease shall be written
                  in a form and with deductibles reasonably satisfactory to
                  Landlord and shall satisfy the requirements of any ground
                  lease, mortgage, security agreement or other financing lien on
                  the Leased Premises.

         (c)      Tenant shall deliver copies of all required insurance
                  policies, or certificates thereof (Acord Form 27, modified as
                  necessary for liability coverage), to Landlord within 5 days
                  after the date of this Lease (and, with respect to any renewal
                  policy, 30 days prior to the expiration of the existing
                  policy). If Tenant fails either to effect any insurance
                  required in this Lease, or to pay the premiums therefor, or to
                  deliver such polices or certificates thereof to Landlord at
                  the times required, then Landlord may, but has no obligation
                  to, after 10 days' notice to Tenant (or sooner if required to
                  prevent the expiration of any existing policy), effect such
                  insurance and pay the premiums therefor, in which case Tenant
                  shall upon demand reimburse Landlord as Additional Rent for
                  any such premiums.


INDUSTRIAL LEASE                                                         PAGE 14
<PAGE>   18

         (d)      Tenant has completed the insurance questionnaire attached
                  hereto as EXHIBIT F and represents to Landlord that it
                  accurately reflects Tenant's intended use of the Leased
                  Premises.

22.      Fire or Other Casualty.

         (a)      If the Leased Premises or any part thereof are damaged by fire
                  or other casualty, Tenant shall give prompt notice thereof to
                  Landlord. If the Building is so damaged by fire or other
                  casualty that substantial alteration or reconstruction of the
                  Building is, in Landlord's sole opinion, required, or if any
                  mortgagee under a mortgage or deed of trust covering the
                  Leased Premises requires that the insurance proceeds payable
                  as a result of the fire or other casualty be used to retire
                  the mortgage debt, Landlord may, in its sole discretion,
                  terminate this Lease by giving Tenant notice of termination
                  within 60 days after the date of the damage, in which event
                  the Rent abates as of the date of the damage.

         (b)      If Landlord does not elect to terminate this Lease, Landlord
                  shall within 90 days after the date of the damage commence to
                  repair and restore the Building (except that Landlord is not
                  responsible for delays outside its control) to substantially
                  the same condition in which it was immediately prior to the
                  casualty. Landlord is not required to rebuild, repair, or
                  replace any part of Tenant's furniture or furnishings or
                  fixtures and equipment removable by Tenant under the
                  provisions of this Lease. No Landlord Party is liable for any
                  inconvenience or annoyance to any Tenant Party or injury to
                  the business of Tenant resulting in any way from casualty
                  damage or the repairs (INCLUDING ANY INCONVENIENCE, ANNOYANCE
                  OR INJURY RESULTING SOLELY OR IN PART FROM THE NEGLIGENCE, BUT
                  NOT THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, OF ANY
                  LANDLORD PARTY); provided, during the time and to the extent
                  the Building is unfit for occupancy, Landlord shall grant to
                  Tenant a fair reduction in Rent.

         (c)      If the damages are caused by the negligence or willful
                  misconduct of any Tenant Party, Rent does not reduce and
                  Tenant shall pay to Landlord on demand as additional Rent any
                  damages in excess of the amount paid by insurance proceeds
                  received by Landlord.

23.      Waiver of Subrogation.

         Each party waives all claims that arise or may arise in its favor
         against the other party, or anyone claiming through or under them, by
         way of subrogation or otherwise, during the Lease Term or any extension
         or renewal thereof, for all losses of, or damage to, any of its
         property (EVEN IF THE LOSS OR DAMAGE IS CAUSED BY THE FAULT OR
         NEGLIGENCE OF THE OTHER PARTY OR ANYONE FOR WHOM THE OTHER PARTY IS
         RESPONSIBLE), which loss or damage is covered by valid and collectible
         Special Form Property insurance policies, to the extent that the loss
         or damage is recovered under the insurance policies. These waivers are
         in addition to, and not in limitation of, any other waiver or release
         in this Lease with respect to any loss or damage to property of the
         parties. Since these mutual waivers preclude the assignment of any
         claim by way of subrogation (or otherwise) to an insurance company (or
         any other person), each party shall immediately give each insurance
         company issuing to it policies of Special Form Property insurance
         written notice of the terms of these mutual waivers, and have the
         insurance policies properly endorsed,


INDUSTRIAL LEASE                                                         PAGE 15
<PAGE>   19

         if necessary, to prevent the invalidation of the insurance coverages by
         reason of these waivers.

24.      Condemnation.

         (a)      If all or substantially all of the Building is taken for any
                  public or quasi-public use under any governmental law,
                  ordinance, or regulation or by right of eminent domain or is
                  sold to the condemning authority in lieu of condemnation, then
                  this Lease terminates as of the date when physical possession
                  of the portion of the Building is taken by the condemning
                  authority. If less than substantially all of the Building is
                  taken or sold, Landlord (whether or not the Leased Premises
                  are affected) may terminate this Lease by giving written
                  notice to Tenant within 60 days after the right of election
                  accrues, in which event this Lease terminates as of the date
                  when physical possession of the portion of the Building is
                  taken by the condemning authority.

         (b)      If this Lease is not terminated upon any taking or sale of
                  less than substantially all of the Building:

                  (1)      the Rent reduces by an amount representing that
                           portion of the Rent allocable to the portion of the
                           Leased Premises taken or sold; and

                  (2)      Landlord shall, at Landlord's sole expense, restore
                           the Building to substantially its former condition to
                           the extent reasonably deemed feasible by Landlord,
                           but:

                           (A)      Landlord's restoration obligation shall not
                                    include installing tenant finish
                                    improvements, if any, in the Leased
                                    Premises; and

                           (B)      Landlord shall not be required to expend an
                                    amount in excess of the amount received by
                                    Landlord as compensation or damages (over
                                    and above amounts going to the mortgagee of
                                    the property taken) for the part of the
                                    Building so taken.

         (c)      Landlord is entitled to receive all of the compensation
                  awarded upon a taking of any part or all of the Building,
                  including any award for the value of the unexpired Lease Term.
                  Tenant is not entitled to and expressly waives all claim to
                  any compensation; provided, Tenant is entitled to receive any
                  award for damages to Tenant's leasehold improvements.

25.      Rights Reserved by Landlord.

         Landlord reserves the following rights, exercisable without notice and
         without liability to any Tenant Party for damage or injury to property,
         persons, or business and without effecting an eviction, constructive or
         actual, or disturbance of Tenant's use or possession or giving rise to
         any claim for set-off or abatement of Rent:

         (a)      To change the Building's name or street address.

         (b)      To install, affix, and maintain any signs on the exterior and
                  interior of the Building.


INDUSTRIAL LEASE                                                         PAGE 16
<PAGE>   20


         (c)      To designate and approve, prior to installation, all types of
                  window covers and similar equipment, and to control all
                  internal lighting that is visible from the exterior of the
                  Building.

         (d)      To enter upon the Leased Premises at reasonable hours to
                  inspect, clean, or make repairs or alterations to the Leased
                  Premises (but without any obligation to do so, except as
                  expressly specified in this Lease), to make repairs or
                  alterations to any part of the Building or the Building
                  systems (including adjacent premises), to show the Leased
                  Premises to prospective lenders, purchasers, and, during the
                  last 12 months of the Lease Term, to show the Leased Premises
                  to prospective tenants and, if the Leased Premises are vacant,
                  to prepare them for re-occupancy.

         (e)      To decorate and make repairs, alterations, additions, changes,
                  or improvements, whether structural or otherwise, in and about
                  the Building and for those purposes to enter upon the Leased
                  Premises and, during the continuance of the work, temporarily
                  close doors, entryways, public space, and corridors in the
                  Building, to interrupt or temporarily suspend Building
                  services and facilities, and to change the arrangement and
                  location of entrances or passageways, doors and doorways,
                  corridors, elevators, stairs, toilets, or other public parts
                  of the Building, all without abatement or setoff of Rent or
                  affecting any of Tenant's obligations under this Lease, so
                  long as the Leased Premises are reasonably accessible.

         (f)      To have and retain a paramount title to the Leased Premises
                  free and clear of any act of Tenant purporting to burden or
                  encumber the Leased Premises.

         (g)      To approve the weight, size, and location of safes, heavy
                  equipment, file cabinets, book shelves, and other heavy items
                  in and about the Leased Premises, to require all those items
                  and all furniture to be moved into and out of the Leased
                  Premises only at times and in a manner specified by Landlord,
                  and to require permits before allowing Tenant's property to be
                  moved into or out of the Leased Premises. Movements of
                  Tenant's property into or out of the Leased Premises and
                  within the Leased Premises are entirely at the risk and
                  responsibility of Tenant.

         (h)      To transfer, assign, or convey, in whole or in part, the
                  Leased Premises and Landlord's rights under this Lease. If
                  Landlord transfers, assigns, or conveys its rights under this
                  Lease, Landlord is released from any further obligations under
                  this Lease and Tenant shall look solely to the successor in
                  interest of Landlord for performance of the obligations of
                  "Landlord" under this Lease.

26.      Events of Default.

         The following are events of default (EVENTS OF DEFAULT) by Tenant under
         this Lease:

         (a)      Tenant fails to pay any Rent when due and the failure
                  continues for a period of 7 days after notice from Landlord.
                  Landlord is required to give notice under this Paragraph 26(a)
                  only twice in any 12-month period. Landlord is not required to
                  give Tenant notice of default for the third and subsequent
                  Rent payment defaults during any 12-month period and, for
                  those defaults, an Event of Default occurs if Tenant fails to
                  pay any Rent when due and the failure continues for a period
                  of 7 days. Landlord is not required to give any notice that
                  any payment of Rent is due except as specified in the first
                  sentence of this Paragraph 26(a).


INDUSTRIAL LEASE                                                         PAGE 17
<PAGE>   21

         (b)      Tenant fails to comply with any of the terms of this Lease,
                  other than the payment of Rent, and does not cure the failure
                  within 20 days after Landlord delivers notice of the failure
                  to Tenant, except that no Event of Default occurs if the
                  failure cannot reasonably be cured within the 20-day period
                  and Tenant commences the cure promptly and diligently
                  completes the cure within a reasonable time, not to exceed 60
                  days after Landlord first delivers notice of the failure to
                  Tenant.

         (c)      Tenant fails to unconditionally surrender to Landlord
                  possession of that certain property identified as 10351 Home
                  Road, Frisco, Texas, which Tenant currently leases from
                  Landlord under that certain Lease Agreement dated as of
                  December 1, 1999 (the FRISCO LEASE), by October 31, 2000.

         (d)      Tenant becomes insolvent, makes a transfer in fraud of
                  creditors, commits any act of bankruptcy, makes an assignment
                  for the benefit of creditors, or admits in writing its
                  inability to pay its debts as they become due.

         (e)      Tenant files a petition under any section or chapter of the
                  Bankruptcy Code of the United States, as amended, or under any
                  similar law or statute of the United States or any state
                  thereof, or Tenant is adjudged bankrupt or insolvent in
                  proceedings filed against Tenant, or a petition or answer
                  proposing the adjudication of Tenant as a bankrupt or its
                  reorganization under any present or future federal or state
                  bankruptcy or similar law is filed in any court and the
                  petition or answer is not discharged or denied within 60 days
                  after filing.

         (f)      A receiver or trustee is appointed for all or substantially
                  all of the assets of Tenant or of the Leased Premises or of
                  any of Tenant's property located therein in any proceeding
                  brought by Tenant, or any receiver or trustee is appointed in
                  any proceeding brought against Tenant, and is not discharged
                  within 60 days after appointment or Tenant shall consent to
                  the appointment.

27.      Landlord's Remedies.

         If an Event of Default occurs, Landlord may then or any time thereafter
         pursue any one or more of the following remedies:

         (a)      Terminate this Lease by giving notice to Tenant, in which
                  event Tenant shall immediately surrender the Leased Premises
                  to Landlord. If Tenant fails to surrender the Leased Premises
                  immediately, Landlord may, without prejudice to any other
                  remedy it has for possession or arrearages in Rent, take
                  possession of the Leased Premises and expel or remove Tenant
                  and any other person occupying the Leased Premises, or any
                  part thereof, without being liable for prosecution or any
                  claim of damages. Tenant shall pay to Landlord on demand as
                  additional Rent the amount of all loss and damage Landlord
                  suffers by reason of the termination, whether through
                  inability to re-let the Leased Premises on satisfactory terms
                  or otherwise. Landlord has no duty to re-let the Leased
                  Premises except as required by Applicable Laws.

         (b)      Take possession of the Leased Premises and remove Tenant or
                  any other person occupying the Leased Premises, or any part
                  thereof, without having any civil or criminal liability and
                  without terminating this Lease. Landlord may (but is under no
                  obligation except as required by Applicable Laws to) re-let
                  the Leased Premises or


INDUSTRIAL LEASE                                                         PAGE 18
<PAGE>   22

                  any part thereof for the account of Tenant, in the name of
                  Tenant or Landlord or otherwise, without notice to Tenant for
                  a term or terms, and on conditions, and for uses as Landlord
                  in its sole discretion may determine. Landlord may collect and
                  receive any rents payable by reason of any re-letting. Tenant
                  shall pay Landlord on demand as additional Rent all reasonable
                  expenses necessary to re-let the Leased Premises, including
                  the cost of renovating, repairing, and altering the Leased
                  Premises for a new tenant or tenants, advertisements, and
                  brokerage fees, as well as any deficiency that may arise by
                  reason of the re-letting. No taking of possession of the
                  Leased Premises by Landlord is an election on Landlord's part
                  to terminate this Lease unless a notice of termination is
                  given to Tenant under subparagraph (a).

         (c)      Enter upon the Leased Premises without having any civil or
                  criminal liability and do whatever Tenant is obligated to do
                  under the terms of this Lease. Tenant shall reimburse Landlord
                  on demand as additional Rent for any expenses Landlord incurs
                  in performing Tenant's obligations under this Lease, together
                  with interest at the Interest Rate from the date incurred
                  until repaid by Tenant. LANDLORD IS NOT LIABLE FOR ANY DAMAGES
                  RESULTING TO TENANT FROM ANY LANDLORD PARTY'S ACTIONS OR
                  OMISSIONS IN PERFORMING TENANT'S OBLIGATIONS, WHETHER CAUSED
                  BY THE NEGLIGENCE, BUT NOT THE GROSS NEGLIGENCE OR WILLFUL
                  MISCONDUCT, OF ANY LANDLORD PARTY, OR OTHERWISE.

         No repossession or re-entering of all or any part of the Leased
         Premises under subparagraphs (b) or (c) above or otherwise and no
         re-letting of the Leased Premises or any part thereof under
         subparagraph (b) relieves Tenant of any liabilities or obligations
         under this Lease, all of which survive repossession or re-entering by
         Landlord. No right or remedy of Landlord under this Lease is exclusive
         of any other right or remedy. Each right and remedy of Landlord is
         cumulative along with all other rights or remedies under this Lease or
         now or hereafter existing at law, in equity or by statute. In addition
         to other remedies provided in this Lease, Landlord is entitled, to the
         extent permitted by Applicable Laws, to injunctive relief in case of
         the violation, or attempted or threatened violation, of any of the
         terms of this Lease, or to a decree compelling specific performance of
         the terms of this Lease. Notwithstanding the foregoing or anything else
         to the contrary contained in this Lease, the liability of Tenant for
         any default under this Lease is limited to the assets owned by Tenant
         in its capacity as a Texas corporation. No Tenant Party has any
         personal liability for any amounts payable or obligations performable
         by Tenant under this Lease.

28.      Notice of Landlord's Default.

         If any act or omission by any Landlord Party occurs that would give
         Tenant the right to damages from Landlord or the right to terminate
         this Lease due to constructive or actual eviction from all or part of
         the Leased Premises or otherwise, Tenant may not sue for damages or
         exercise any right to terminate or other remedy for Landlord default
         until (a) it gives notice of the act or omission to Landlord and
         Landlord's mortgagee, if any, whose name and address Landlord has
         provided to Tenant, and (b) a period of 30 days following the giving of
         the notice, during which time Landlord, its agents, employees, and
         mortgagee are entitled to enter the Leased Premises upon prior notice
         to Tenant and cure the act or omission. Such 30-day period will be
         extended as may be reasonably necessary provided that Landlord, its
         agents, employees or mortgagee, as applicable, commences to cure within
         such period and proceeds diligently to completion.


INDUSTRIAL LEASE                                                         PAGE 19
<PAGE>   23

29.      No Implied Waiver.

         The failure of Landlord to insist at any time upon the strict
         performance of any of the terms of this Lease or to exercise any
         option, right, power, or remedy contained in this Lease is not a waiver
         of the right or remedy for the future. The waiver of any breach of this
         Lease or violation of the Rules and Regulations attached to this Lease
         does not prevent a subsequent act, which would have originally
         constituted a breach or violation, from having all the force and effect
         of an original breach or violation. No express waiver affects any terms
         other than the ones specified in the waiver and those only for the time
         and in the manner specifically stated. Acceptance by Landlord of any
         Rent after the breach of any of the terms of this Lease or violation of
         any Rule or Regulation is not a waiver of the breach or violation, and
         no waiver by Landlord of any of the terms of this Lease is effective
         unless expressed in writing and signed by Landlord.

30.      WAIVER BY TENANT.

         TENANT WAIVES AND SURRENDERS FOR ITSELF AND ALL PERSONS OR ENTITIES
         CLAIMING BY, THROUGH, AND UNDER IT, INCLUDING CREDITORS OF ALL KINDS,
         ANY RIGHTS, PRIVILEGES, AND LIENS SET OUT UNDER SECTION 91.004 OF THE
         TEXAS PROPERTY CODE (AS AMENDED).

31.      Legal Fees.

         If either party commences legal action concerning the interpretation or
         enforcement of this Lease, the prevailing party is entitled to recover
         from the losing party the prevailing party's reasonable legal fees.

32.      Subordination.

         (a)      This Lease and all rights of Tenant under this Lease are
                  subject and subordinate to:

                  (1)      any mortgage or deed of trust now or hereafter
                           secured by a lien against the Leased Premises;

                  (2)      all increases, renewals, modifications,
                           consolidations, replacements, and extensions of any
                           mortgage or deed of trust; and

                  (3)      all leases, restrictions, easements, and encumbrances
                           recorded in the Real Property Records of Dallas
                           County, Texas, to the extent they validly affect the
                           Leased Premises.

                  Tenant shall, upon demand at any time or times, execute,
                  acknowledge, and deliver to Landlord, or to Landlord's
                  mortgagee, any instruments that may be necessary or proper to
                  more effectively effect or evidence this subordination to any
                  mortgage or deed of trust.

         (b)      If any mortgage or deed of trust against the Leased Premises
                  is foreclosed, Tenant shall, upon request by the purchaser at
                  the foreclosure sale:

                  (1)      attorn to the purchaser and recognize the purchaser
                           as "Landlord" under this Lease; and


INDUSTRIAL LEASE                                                         PAGE 20
<PAGE>   24

                  (2)      execute, acknowledge, and deliver to the purchaser an
                           instrument in appropriate form acknowledging the
                           attornment.

         (c)      Tenant waives the provisions of any statute or rule of law,
                  now or hereafter in effect, that may give or purport to give
                  Tenant any right or election to terminate or otherwise
                  adversely affect this Lease and the obligations of Tenant
                  under this Lease if any foreclosure sale occurs. This Lease is
                  not affected in any way whatsoever by any foreclosure sale
                  unless the holder(s) of the indebtedness or other obligations
                  secured by the mortgages or deeds of trust declare otherwise.

         (d)      Landlord shall make commercially reasonable efforts to cause
                  Landlord's first mortgagee to execute and deliver to Tenant a
                  non-disturbance agreement on the mortgagee's approved form,
                  but Landlord's failure to obtain a non-disturbance agreement
                  will not be a default by Landlord under this Lease. Tenant may
                  directly contact Landlord's first mortgagee at the notice
                  address specified in Paragraph 1 and request a non-disturbance
                  agreement, and Landlord will reasonably cooperate with Tenant
                  with respect to the request.

33.      Intentionally Deleted.

34.      Rules and Regulations.

         All Tenant Parties must comply with the Rules and Regulations (as
         changed from time to time as hereinafter provided) attached as EXHIBIT
         C. Landlord may at any time change the Rules and Regulations or
         promulgate other Rules and Regulations as Landlord deems advisable for
         the safety, care, cleanliness, or orderliness of the Leased Premises.
         No changes are effective until a copy of the changes is delivered to
         Tenant. Tenant is responsible for the compliance with the Rules and
         Regulations by all Tenant Parties. Landlord shall use reasonable
         efforts uniformly to enforce compliance by all other tenants with the
         Rules and Regulations from time to time in effect, but Landlord is not
         responsible to Tenant for failure of any person to comply with the
         Rules and Regulations. The provisions of this Lease prevail if there is
         a conflict with the provisions of the Rules and Regulations.

35.      Estoppel Certificate.

         Tenant shall, from time to time upon not less than 20 days' prior
         notice by Landlord, execute, acknowledge, and deliver to Landlord an
         Estoppel Certificate containing certifications relating to this Lease
         as requested by Landlord, in a form reasonably required by Landlord.

36.      Notices.

         All notices, requests, approvals, and other communications required or
         permitted to be delivered under this Lease must be in writing and are
         effective:

         (a)      on the business day sent if sent by telecopier prior to 4:00
                  p.m., Dallas, Texas time, and the sending telecopier generates
                  a written confirmation of sending;

         (b)      the next business day after delivery to a
                  nationally-recognized overnight-courier service for prepaid
                  overnight delivery;


INDUSTRIAL LEASE                                                         PAGE 21
<PAGE>   25


         (c)      3 days after being deposited in the United States mail,
                  certified, return receipt requested, postage prepaid; or

         (d)      upon receipt if delivered personally or by any method other
                  than those listed above;

         in each instance addressed to Landlord or Tenant, as the case may be,
         at the address specified in Paragraph 1 of this Lease, or to any other
         address either party may designate by 10 days' prior notice to the
         other party.

37.      Hazardous Substances.

         (a)      Tenant may not:

                  (1)      cause or permit the escape, disposal, or release in
                           the Leased Premises of any biologically active,
                           chemically active, or hazardous substances or
                           materials (collectively, HAZARDOUS SUBSTANCES); or

                  (2)      bring, or permit any other Tenant Party to bring, any
                           Hazardous Substances into the Leased Premises.


         The term HAZARDOUS SUBSTANCES includes, but is not limited to, those
         described in the Comprehensive Environmental Response Compensation and
         Liability Act of 1980, as amended, 42 U.S.C. Section 9601 et seq., the
         Resource Conservation and Recovery Act, as amended, 42 U.S.C. Section
         6901 et seq., the Texas Water Code, the Texas Solid Waste Disposal Act,
         and other applicable existing or future state or local environmental
         laws and the regulations adopted under those acts.

         (b)      Tenant shall execute affidavits, representations, and the like
                  from time to time at Landlord's re-quest concerning Tenant's
                  best knowledge and belief regarding the presence of Hazardous
                  Substances in the Leased Premises.

         (c)      TENANT SHALL INDEMNIFY AND HOLD ALL LANDLORD PARTIES HARMLESS,
                  IN THE MANNER PROVIDED IN PARAGRAPH 20 OF THIS LEASE, FROM AND
                  AGAINST ANY AND ALL CLAIMS ARISING FROM THE STORAGE,
                  GENERATION, RELEASE, HANDLING, TREATMENT, TRANSPORTATION, OR
                  DISPOSAL OF ANY HAZARDOUS SUBSTANCES IN OR ON THE LEASED
                  PREMISES CAUSED OR PERMITTED (WHETHER ACCIDENTAL, INTENTIONAL,
                  OR NEGLIGENTLY) BY ANY TENANT PARTY. Expenses related to such
                  Claims may include, without limitation, any and all expenses
                  (including legal and professional fees) Landlord may incur (i)
                  to comply with Applicable Laws, (ii) in studying or remedying
                  any Hazardous Substances in or from the Leased Premises, and
                  (iii) for any fines, penalties, or other sanctions assessed
                  upon Landlord.

         (d)      These covenants survive the expiration or earlier termination
                  of this Lease.

38.      Severability.

         Each of the terms of this Lease is, and must be construed to be,
         separate and independent. If any of the terms of this Lease or its
         application to any person or circumstances is to any extent invalid and
         unenforceable, the remainder of this Lease, or


INDUSTRIAL LEASE                                                         PAGE 22
<PAGE>   26

         the application of that term to persons or circumstances other than
         those as to which it is invalid or unenforceable, are not affected
         thereby.

39.      Force Majeure.

         When this Lease prescribes a period of time for action to be taken by
         either party, then that party is not liable or responsible for, and
         there is excluded from the computation for the period of time, any
         delays due to strikes, acts of God, shortages of labor or materials,
         war, governmental laws, regulations, restrictions, or any other cause
         of any kind that is beyond the control of that party. The prior
         sentence does not apply to the obligation to pay Rent or any other sum
         due under this Lease.

40.      Brokerage.

         (a)      Tenant warrants that it has had no dealings with any broker or
                  agent in connection with the negotiation or execution of this
                  Lease other than Landlord's Broker and Tenant's Broker
                  (collectively, BROKERS). TENANT SHALL INDEMNIFY, DEFEND, AND
                  HOLD LANDLORD HARMLESS AGAINST ALL COSTS, EXPENSES, LEGAL
                  FEES, OR OTHER LIABILITY FOR COMMISSIONS OR OTHER COMPENSATION
                  OR CHARGES CLAIMED BY ANY BROKER OR AGENT OTHER THAN BROKERS
                  CLAIMING BY, THROUGH, OR UNDER TENANT WITH RESPECT TO THIS
                  LEASE OR ANY RENEWAL OR EXTENSION OR WITH RESPECT TO ANY
                  EXPANSION OF THE LEASED PREMISES.

         (b)      Landlord war-rants that it has had no dealings with any broker
                  or agent in connection with the negotiation or execution of
                  this Lease other than Brokers. LANDLORD SHALL INDEMNIFY,
                  DEFEND, AND HOLD TENANT HARMLESS AGAINST ALL COSTS, EXPENSES,
                  LEGAL FEES, OR OTHER LIABILITY FOR COMMISSIONS OR OTHER
                  COMPENSATION OR CHARGES CLAIMED BY ANY BROKER OR AGENT,
                  INCLUDING BROKERS, CLAIMING BY, THROUGH OR UNDER LANDLORD WITH
                  RESPECT TO THIS LEASE OR ANY RENEWAL OR EXTENSION OR WITH
                  RESPECT TO ANY EXPANSION OF THE LEASED PREMISES.

         (c)      Any brokerage commissions payable to Brokers are payable by
                  Landlord under the terms of separate agreements between
                  Landlord and Brokers.

41.      Joint and Several Liability.

         If there is more than one Tenant, the obligations imposed upon Tenant
         under this Lease are joint and several.

42.      No Representations.

         Landlord and Landlord's agents have made no, and Tenant waives any,
         representations or promises with respect to the Leased Premises except
         as expressly set forth in this Lease. No rights, easements, or licenses
         are acquired by Tenant by implication or otherwise except as expressly
         set forth in this Lease.

43.      Entire Agreement; Amendments.

         This Lease is the entire agreement between the parties. All
         negotiations, considerations, representations, and understandings
         between Landlord and Tenant are incorporated in


INDUSTRIAL LEASE                                                         PAGE 23
<PAGE>   27

         this Lease. No act or omission of any employee or agent of Landlord or
         of Landlord's Broker may alter, change, or modify any of the terms of
         this Lease. No amendment or modification of this Lease is binding
         unless expressed in a written instrument executed by Landlord and
         Tenant.

44.      Paragraph Headings.

         The paragraph headings in this Lease are for convenience only and in no
         way enlarge or limit the scope or meaning of the paragraphs in this
         Lease.

45.      Binding Effect.

         All terms of this Lease are binding upon the respective heirs, personal
         representatives, successors, and assigns (to the extent assignment is
         permitted) of Landlord and Tenant.

46.      Counterparts; Facsimile Signatures.

         This Lease may be executed in two or more counterparts, each of which
         is deemed an original and all of which together constitute one and the
         same instrument. Facsimile signatures are binding upon the party
         providing them.

47.      Rental Tax.

         Tenant shall pay as additional Rent all licenses, charges, and other
         fees of every kind and nature as and when they become due arising out
         of or in connection with Tenant's use and occupancy of the Leased
         Premises, including but not limited to license fees, business license
         taxes, and privilege, sales, excise, or other taxes (other than income)
         imposed upon Rent or upon services provided by Landlord or upon
         Landlord in an amount measured by Rent received by Landlord.

48.      Landlord's Lien.

         To secure payment of all Rent and any damages or losses Landlord
         suffers by reason of the breach by Tenant of this Lease, Tenant grants
         to Landlord a security interest in, and an express contractual lien on,
         all goods, wares, equipment, fixtures, furniture, improvements, and
         other personal property of Tenant presently or hereafter situated in
         the Leased Premises (except parts of the property exchanged, replaced,
         or sold from time to time in the ordinary course of Tenant's
         operations) and all proceeds therefrom. The property may not be removed
         from the Leased Premises without the written consent of Landlord until
         all arrearages in Rent are paid and any other defaults cured by Tenant.
         This security interest is governed by Article 9 of the Texas Business &
         Commerce Code (the CODE). Upon request by Landlord, Tenant shall
         execute and deliver to Landlord a financing statement in form
         sufficient to perfect the security interest of Landlord in the property
         and proceeds under the provisions of the Code. The security interest
         granted in this Paragraph is in addition to Landlord's statutory and
         constitutional liens.

49.      Timeliness.

         Time is of the essence in the performance of all terms of this Lease.
         Landlord and Tenant must strictly conform with all time limits
         specified in this Lease.


INDUSTRIAL LEASE                                                         PAGE 24
<PAGE>   28

50.      SECURITY DISCLAIMER.

         LANDLORD DOES NOT MAKE, AND TENANT WAIVES, ANY GUARANTY OR WARRANTY,
         EXPRESSED OR IMPLIED, WITH RESPECT TO SECURITY AT OR IN THE LEASED
         PREMISES, OR THAT ANY SECURITY MEASURES WILL PREVENT OCCURRENCES OR
         CONSEQUENCES OF CRIMINAL ACTIVITY. TENANT ACKNOWLEDGES THAT ANY
         MECHANICAL SECURITY DEVICES CAN BE RENDERED INOPERATIVE AT ANY TIME.
         LANDLORD IS NOT RESPONSIBLE FOR A TEMPORARY FAILURE OF SUCH DEVICES.
         LANDLORD DOES NOT MAKE, AND TENANT WAIVES, ANY GUARANTY OR WARRANTY
         THAT THE PRESENCE OF ANY SECURITY MEASURE AT OR IN THE LEASED PREMISES
         IN ANY WAY INCREASES THE PERSONAL SECURITY OF ANY TENANT PARTY OR ITS
         PROPERTY. LANDLORD PARTIES ARE NOT LIABLE TO ANY TENANT PARTY FOR ANY
         INJURY, DAMAGE OR LOSS WHATSOEVER WHICH IS CAUSED (a) AS A RESULT OF
         ANY PROBLEM, DEFECT, MALFUNCTION OR THE FAILURE OF THE PERFORMANCE OF
         ANY SECURITY MEASURE OR (b) BY ANY PERSON ENGAGING IN CRIMINAL
         ACTIVITY.

51.      Signage.

         Tenant may erect one sign in good taste only on the front face of the
         entrance canopy or sign plaque of the Building, (or such other location
         as may be designated or approved in writing by Landlord), subject to
         all applicable laws, deed restrictions and regulations. Tenant shall
         obtain and provide to Landlord copies of all necessary permits for
         installation of the sign. The composition, location, and manner of
         installation of the sign shall be subject to Landlord's approval for
         the purposes of maintaining safety, architectural continuity,
         compliance with law, and quality of design. The sign may not be
         attached to the Building or canopy at right angles suspended by guy
         wires, but rather shall be attached flush to the Building or canopy in
         a safe and secure manner. The sign shall advertise Tenant's business
         only; no revenue-producing advertising shall be placed on the Building
         without express written consent of Landlord. Tenant shall not paint any
         signs directly on the walls of the Building or otherwise deface, damage
         or overload the Building. Tenant may place lettering upon the entrance
         doors or upon the plate glass windows of the Leased Premises; provided,
         however, that the lettering shall not exceed six inches in height and
         shall be subject to Landlord's written approval. Tenant shall maintain
         all signage in good condition and repair at all times. Tenant shall
         remove all signs at the termination of this Lease at Tenant's sole risk
         and expense and shall in a workmanlike manner properly repair any
         damage and close any holes caused by the removal.

52.      Execution and Approval of Lease.

         Employees and agents of Landlord and of Landlord's Broker have no
         authority to make or agree to make a lease or any other agreement or
         undertaking in connection herewith. The submission of this Lease for
         examination and negotiation is not an offer to lease or option to lease
         the Leased Premises. This Lease is effective and binding on Landlord
         only upon the execution and delivery of this Lease by Landlord and
         Tenant. If Landlord's mortgagee requires any modifications of the terms
         of this Lease as a condition to approving this Lease, other than a
         modification of the Base Rent, then Tenant shall, within 10 days after
         receipt of Landlord's demand, execute and deliver any required
         modifications that do not materially increase Tenant's obligations or
         materially decrease Tenant's rights under this Lease, and which are not
         reasonably prohibited by Tenant's lender.


INDUSTRIAL LEASE                                                         PAGE 25
<PAGE>   29

53.      Leasehold Mortgages.

         Tenant may, at any time and from time to time with Landlord's prior
         written consent (which shall not be unreasonably withheld), mortgage,
         encumber, assign, and hypothecate by mortgage, deed of trust, or
         similar instrument (a MORTGAGE) all or any portion of Tenant's right,
         title, and interest in the Leased Premises, and Tenant may grant or
         pledge security interests and liens (collectively, LIENS) upon and
         against any of Tenant's inventory, fixtures, machinery, equipment, and
         other personal property located in the Leased Premises, to a lender or
         lenders (or their successors) (collectively, MORTGAGEE). Except as
         expressly provided in this Lease, the Mortgage and Liens and all rights
         thereunder shall be subordinate to this Lease and subject to each and
         every covenant, condition, and restriction of this Lease, and shall be
         subject to all rights and interests of Landlord in the Leased Premises
         and under this Lease.

54.      Governing Law; Venue.

         This Lease shall be governed by, and construed in accordance with, the
         laws of the State of Texas, without regard to choice of law principals.
         By entering into this Lease, Tenant consents to the jurisdiction of the
         courts of the State of Texas for any and all purposes related to or
         arising out of this Lease. The subject property of this Lease is real
         property located in Dallas County, Texas, and this Lease is performable
         only in Dallas County, Texas.

55.      The Existing Lease.

         This Lease supersedes and replaces the Existing Lease as of the
         Commencement Date, except with respect to the provisions in the
         Existing Lease relating to the payment of ad valorem taxes and
         insurance, as described in Paragraph 11(b) above.

56.      Exhibits.

         All exhibits attached to this Lease are incorporated into and made a
         part of this Lease as if set forth in the body of this Lease.




                         [SIGNATURES ON FOLLOWING PAGE.]


INDUSTRIAL LEASE                                                         PAGE 26
<PAGE>   30



                  This Lease is executed in multiple originals as of the date
                  first above set forth.

                                  LANDLORD:

                                  PARKER METROPOLITAN, L.P.,
                                  a Texas limited partnership

                                  By: Parker (Texas) Metropolitan, Inc., a Texas
                                      corporation, its general partner


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


                                  TENANT:

                                  Home Interiors & Gifts, Inc.,
                                  a Texas corporation


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



INDUSTRIAL LEASE                                                         PAGE 27