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                                                                   EXHIBIT 10.7

[VECTRIX LOGO]

                               CUSTOMER AGREEMENT

                                TABLE OF CONTENTS

<TABLE>
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Section      Title                                               Page
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PART I - GENERAL..................................................2

1.1   Definitions ................................................2

1.2   Agreement Structure ........................................3

1.3   Charges and Payment ........................................3

1.4   Changes to the Agreement Terms..............................4

1.5   Mutual Responsibilities ....................................4

1.6   Your Other Responsibilities ................................5

1.7   Patents and Copyrights .....................................5

1.8   Limitation of Liability ....................................6

1.9   Indemnification ............................................6

1.10  Solicitation of Employees...................................6

1.11  Confidentiality.............................................6

1.12  Agreement Termination.......................................6

1.13  Geographic Scope ...........................................7

1.14  Governing Law ..............................................7

1.15  Survival Clause.............................................7

1.16  Timing......................................................7

PART 2 - WARRANTIES...............................................8

2.1   The VECTRIX Warranties......................................8

2.2   Extent of Warranty..........................................8

2.3   Items Not Covered by Warranty...............................9

PART 3 - SERVICES................................................10

3.1   VECTRIX Services...........................................10

3.2   Personnel..................................................10

3.3   Materials Ownership and License............................10

3.4   Renewal....................................................11

3.5   Termination & Withdrawal...................................11

PART 4 - SOFTWARE ...............................................12

4.1   License for Packaged Software..............................13

4.2   Intentionally Omitted......................................13

4.3   Customized Software License Details........................13

4.4   Intentionally Omitted......................................13

4.5   Software Testing ..........................................13

4.6   Software Protection .......................................13
</TABLE>

Schedules

A  Deliverable Document

B  Milestones

C  Vectrix Project Team

D  Competitors

E  Common Software / Commercial Software
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[VECTRIX LOGO]


                               CUSTOMER AGREEMENT

Thank you for doing business with us. We strive to provide you with high quality
products and services. If, at any time, you have any questions or problems, or
are not completely satisfied, please let us know. Our goal is to do our best for
you.

This VECTRIX Customer Agreement (called the "Agreement") covers business
transactions you (Home Interiors & Gifts, Inc. or "HIG") may do with us to
license software and acquire services.

This Agreement and its applicable Attachments and Transaction Documents are the
complete agreement regarding these transactions, and replace any prior oral or
written communications between us.

PART I - GENERAL

1.1    DEFINITIONS

       COMMERCIAL SOFTWARE is defined in Section 3.3.

       COMMON SOFTWARE is defined in Section 3.3.

       CONFIDENTIAL INFORMATION is Software and all information proprietary to
       the disclosing party contained in or related to the disclosing party's
       Software, materials or products including, but not limited to, HIG's
       sales methods, customer lists, market surveys, marketing plans,
       identities of customers and hostesses, financial plans, and sales
       information provided by the disclosing party hereunder or created by or
       proprietary to the disclosing party, the disclosing party's software
       development tools, and calculations and data formats which have been
       created by the disclosing party or are proprietary to the disclosing
       party. Confidential Information excludes such information which is in the
       public domain at the time of its disclosure to the other party; which has
       been rightfully received from a third party without restrictions, or
       which the disclosing party has agreed in writing to permit you to
       disclose to third parties.

       CONSENT is the prior, express, and written consent of a party and which
       may be given or withheld in such party's sole discretion.

       CUSTOM SOFTWARE is defined in Section 3.3.

       DATE OF INSTALLATION is the following:

       1.     for Software, the latest of:

              a.     the day after its testing period ends;

              b.     the second business day after the Software's standard
                     transit allowance period;

              c.     the date, specified in a Transaction Document, on which we
                     authorize you to make a copy of the Software; or

              d.     the date you distribute a copy of a chargeable component in
                     support of your authorized use of the Software.

       DESIGNATED HARDWARE is either 1) the hardware on which you will use
       Software for processing and which we require you to identify to us by
       type/model and serial number, or 2) any hardware on which you use the
       Software if we do not require you to provide this identification to us.

       ENTERPRISE is any legal entity (such as a corporation) and the
       subsidiaries it owns by more than 50 percent.

       MATERIALS are literary works or other works of authorship (such as
       Software listings, Software tools, documentation, reports, drawings and
       similar works) that we may deliver to you as part of a Service. The term
       "Materials" does not include Software or licensed internal code or source
       code.

       PRODUCT is Software or any other tangible item you purchase from us.

       SOFTWARE is the following, including the original and all whole or
       partial copies:

       1.     hardware-readable instructions and data;


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       2.     components;

       3.     audio-visual or multi-media content (such as images, text,
              recordings, or pictures);

       4.     printed content;

       5.     related licensed materials.

       The term "Software" includes VECTRIX Software and any non-VECTRIX
       Software that we may provide to you.

       SERVICE is performance of a task, provision of advice and counsel,
       assistance, or access to a resource (including, but not limited to,
       access to an information database, advertising, transactions) we make
       available to you.

       SPECIFICATIONS is a document that provides information specific to a
       Product. For VECTRIX Software, we call it "Licensed Software
       Specifications" or "License Information."

       SPECIFIED OPERATING ENVIRONMENT is the Designated Hardware and Software
       with which Software is designed to operate, as described in the
       Software's Specifications.

       TRANSACTION DOCUMENT is defined in Section 1.2.

1.2    AGREEMENT STRUCTURE

       ATTACHMENTS

       Some Products and Services have terms in addition to those we specify in
       this Agreement. We provide the additional terms in documents called
       "Attachments," which are also part of this Agreement. Provisions to the
       contrary notwithstanding, no Attachment shall be binding on HIG unless
       HIG has given its Consent to such Attachment.

       TRANSACTION DOCUMENTS

       For each business transaction, we will provide you with the appropriate
       "Transaction Documents" that confirm the specific details of the
       transaction. Provisions to the contrary notwithstanding, no Transaction
       Document shall be binding on HIG unless HIG has given its Consent to such
       Transaction Document. The following are examples of Transaction Documents
       with examples of the information they may contain:

       1.     agenda (contract-period duration, start date and total quantity);

       2.     exhibits (eligible Products by category);

       3.     invoices (item, quantity, and amount due);

       4.     proposal (scope of Services, responsibilities, deliverables,
              completion criteria, estimated schedule or contract period, and
              charges);

       5.     the Schedules hereto.

       CONFLICTING TERMS

       If there is a conflict among the terms in the various documents, those of
       this Agreement prevail over a Transaction Document and an Attachment; and
       the terms of a Transaction Document prevail over those of an Attachment.

       In addition to the provisions of Section 1.12 Agreement Termination, HIG
       may terminate this Agreement upon thirty (30) days written notice in the
       event that HIG and Vectrix are unable to agree in writing to any
       Attachment or Transaction Document.

1.3    CHARGES AND PAYMENT

       The amount payable for a Product or Service will be based on one or more
       of the following types of charges:

       1.     one-time (for example, the price of Software);

       2.     recurring (for example, a periodic charge for Custom Software or
              measured use of Services);


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       3.     time and materials (for example, charges for hourly Services); or

       4.     fixed price (for example, a specific amount agreed to between us
              for a custom Service).

       Depending on the particular Product, Service, or circumstance, additional
       charges may apply (such as special handling or travel related expenses).
       We will inform you in advance whenever additional charges apply.
       Provisions to the contrary notwithstanding, in no event shall additional
       charges apply without HIG's Consent.

       Recurring charges for a Product begin on its date of installation.
       Charges for Services are billed as expressly agreed in writing by the
       parties.

       Amounts due, as set forth in Transaction Documents, shall be billed by
       bi-weekly invoice and shall be payable within thirty (30) days of receipt
       of invoice. You agree to pay accordingly including interest on any late
       payment at an annual rate of ten percent (10%) of the late portion of the
       amount due.

       If any authority imposes a duty, tax, levy or fee, excluding those based
       on our net income, upon any transaction under this Agreement, then you
       agree to pay that amount as specified in the invoice or supply exemption
       documentation. You are responsible for personal property taxes for each
       Product from the date we ship it to you.

       One-time and recurring charges may be based on measurements of actual or
       authorized use (for example, number of users or processor size for
       Software, meter readings for maintenance Services.) You agree to provide
       actual usage data if we specify. If you make changes to your environment
       that impact use charges (for example, change processor size or
       configuration for Software), you agree to promptly notify us and pay any
       applicable charges. Recurring charges will be adjusted accordingly.
       Unless we agree otherwise, we do not give credits or refunds for charges
       already due or paid. In the event that we change the basis of
       measurement, our terms for changing charges will apply.

       If you make any modifications to the Products or Services set forth in
       Schedule A hereto that result in an extension in the Launch Date or if
       you otherwise extend the Launch Date, we may increase one-time charges
       relating to such modification upon prior notice. However, an increase to
       one-time charges does not apply to you if: 1) we receive your order
       before the announcement date of the increase and 2) one of the following
       occurs within three months after our receipt of your order:

       1.     we make the Software available to you;

       2.     you make an authorized copy of Software or distribute a chargeable
              component of the Software to Designated Hardware; or

       3.     the Software's increased use charge becomes due.

       You receive the benefit of a decrease in charges for amounts that become
       due on or after the effective date of the decrease.

       Services for which you prepay must be used within the applicable contract
       period. Unless we specify otherwise, we do not give credits or refunds
       for unused prepaid Services.

1.4    CHANGES TO THE AGREEMENT TERMS

       In order to maintain flexibility in our business relationship, we may
       change the terms of this Agreement by giving you one (1) month's written
       notice. However, these changes are not retroactive. They apply as of 30
       days after HIG's receipt of such notice, and only to new orders and
       provided, that upon any and all such changes, HIG may terminate this
       Agreement upon thirty (30) days written notice. Part 1 of this Agreement
       contains additional provisions for changes to the terms of individual
       Service transactions.

       For a change to be valid, both of us must sign it. Additional or
       different terms in any written communication from either party (such as
       an order or invoice) are void.

       Vectrix may not assign, delegate, or otherwise transfer its service
       obligations or duties under this Agreement. Any attempt to do so is void.
       Notwithstanding the foregoing, Vectrix may subcontract a Service, or any
       part of it, to subcontractors selected by Vectrix.

1.5    MUTUAL RESPONSIBILITIES

       Both of us agree that under this Agreement:

       1.     except as provided in Section 3.3, neither of us grants the other
              the right to use its trademarks, trade names, or other
              designations in any promotion or publication without prior written
              consent;

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       2.     each is free to enter into similar agreements with others;

       3.     each grants the other only the licenses and rights specified
              herein. No other licenses or rights (including licenses or rights
              under patents) are granted;

       4.     each may communicate with the other by electronic means and such
              communication is acceptable as a signed writing. An identification
              code (called a "user ID") contained in an electronic document is
              sufficient to verify the sender's identity and the document's
              authenticity, so long as such electronic communication is
              subsequently confirmed by facsimile transmission;

       5.     each will allow the other reasonable opportunity to comply before
              it claims that the other has not met its obligations;

       6.     neither of us is responsible for failure to fulfill any
              obligations due to causes beyond our control;

       7.     This Agreement may be transferred or assigned in the event of a
              change of control, merger or acquisition of either party.

1.6    YOUR OTHER RESPONSIBILITIES

       You agree:

       1.     Except as otherwise provided, not to assign, or otherwise
              transfer, this Agreement or your rights under this Agreement,
              delegate your obligations, or resell any Service, without our
              prior written consent which shall not be unreasonably withheld.
              Any attempt to do so is void;

       2.     that you are responsible for the results obtained from the use of
              the Products and Services; and

       3.     to comply with all applicable export and import laws and
              regulations.

1.7    PATENTS AND COPYRIGHTS

       For purposes of this Section 1.7, the term "Product" includes Materials
       (alone or in combination with Products we provide to you as a system),
       licensed internal code or source code.

       Except as expressly provided herein, if a third party claims that a
       Product (including without limitation Materials) we manufactured and
       provided to you infringes that party's patent or copyright or
       misappropriates a trade secret, we will defend you, and HIG's employees,
       directors, officers and representatives against that claim at our expense
       and pay all damage, loss, judgment, liability or expense (including, but
       not limited to, reasonable attorney's fees) provided that you:

       1.     promptly notify us in writing of the claim; and

       2.     allow us to control, and cooperate with us, in the defense and any
              related settlement negotiations.

       If such a claim is made or appears likely to be made, you agree to permit
       us to enable you to continue to use the Product, or to modify it without
       materially changing the functionality, or replace it with one that is at
       least functionally equivalent. If we determine that none of these
       alternatives is reasonably available, you agree to return the Product to
       us on our written request. We will then give you a credit equal to:

       1.     for Software, the amount paid by you

       2.     for Materials, the amount you paid us for the Materials.

       This is our entire obligation to you regarding any claim of infringement.

       CLAIMS FOR WHICH WE ARE NOT RESPONSIBLE:

       We have no obligation regarding any claim based an any of the following:

       1.     anything you provide which is incorporated into a Product,

       2.     your modification of a Product, or Software's use in other than
              its Specified Operating Environment,

       3.     the combination, operation, or use of a Product with other
              products not provided by us as a system, or the combination,
              operation, or use of a Product with any product, data, or
              apparatus that we did not provide, or

       4.     Infringement by a non-VECTRIX product alone, as opposed to its
              combination with Products we provide to you as a system.


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       5.     Infringement by the Product as developed or modified in accordance
              with Schedule A hereto, except for our intentional --
              infringement.

       1.8 LIMITATION OF LIABILITY

       IN NO EVENT WILL VECTRIX'S TOTAL LIABILITY HEREUNDER, FOR INDEMNIFICATION
       CLAIMS OR OTHERWISE, OR FOR ACTUAL, INCIDENTAL, PUNITIVE, INDIRECT, OR
       ANY ECONOMIC CONSEQUENTIAL DAMAGES, OR ANY OTHER DAMAGES OR COSTS, EXCEPT
       IN THE CASE OF INTENTIONAL ACTS OF BODILY INJURY, EXCEED THE TOTAL FEES
       PAID BY HIG TO VECTRIX UNDER THE TERMS OF THIS AGREEMENT.

       1.9 INDEMNIFICATION

       Both parties agree to indemnify and hold the other party and the other
       party's employees, directors, officers and representatives harmless from
       any damage, loss, judgment, liability or expense (including reasonable
       attorney's fees) arising out of any claim, suit, action or judgment
       asserted based on a party's acts and/or omissions that result in a breach
       of this Agreement. In the event a party is notified of an action of any
       type in which, based on the previous sentence, the other party shall be
       indemnified by the first party, the first party agrees to indemnify the
       other party and promptly notify them of such damage, loss, judgment,
       liability or expense in writing and give authority and full information
       and assistance for the defense of the same by counsel mutually agreed to.

       1.10 INTENTIONALLY OMITTED

       1.11 CONFIDENTIALITY

       Each party agrees that it, using utmost care, shall hold in confidence
       for the other party and shall not, except as permitted by this Agreement
       and in order to carry out its rights and obligations under this
       Agreement, use or disclose to any other party or allow any other party to
       inspect, copy or use any of the other party's Confidential Information
       disclosed by the other party in connection with this Agreement, except as
       required by law.

       1.12 AGREEMENT TERMINATION

       You may terminate this Agreement on written notice to us following the
       expiration or termination of your obligations. Provisions to the contrary
       notwithstanding, HIG may terminate this Agreement (in its entirety or in
       part) for any reason or for no reason upon ten (10) days written notice;
       provided HIG pays for all work performed by Vectrix through the date of
       termination. The parties agree that the work will continue at its present
       levels during the notice period.

       Either of us may terminate this Agreement in the event of a material
       breach of this Agreement and the failure to remedy such breach within
       thirty (30) days after written notice of such breach is given by the
       non-breaching party.

       Any terms of this Agreement, which by their nature extend beyond the
       Agreement termination, remain in effect until fulfilled and apply to both
       of our respective successors and permitted assignees, including, but not
       limited to, Sections 1.7 through 1.11 and Section 3.3.

       1.13 GEOGRAPHIC SCOPE

       All your rights, all our obligations, and all licenses (except for
       licensed internal code and as specifically granted) are valid worldwide.

       1.14 GOVERNING LAW

       The laws of the State of Texas govern this Agreement.

       Nothing in this Agreement effects any statutory rights of consumers that
       cannot be waived or limited by contract.

       1.15 SURVIVAL CLAUSE

       The covenants contained in Section 1.7 through 1.11 and Section 3.3 shall
       survive beyond the termination of this Agreement.


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1.16   TIMING

       Attached hereto as Schedule B are the timing milestones for our
       performance of Services and Products, including production and delivery
       of the Custom Software, under this Agreement. Such milestones are subject
       to any changes requested by you and agreed to in writing by us in the
       Services and Products, including the Custom Software, which such
       agreed-upon changes shall be made a part of Schedule A to this Agreement,
       and your responsibility to provide, in a timely manner, information to us
       that we need or reasonably request in order to provide and deliver
       Services and Products, including the Custom Software. Timing in
       performance under this Agreement is of the essence.

1.17   FORCE MAJEURE

       If the performance of any part of this Agreement by either party is
       prevented, hindered, delayed or otherwise made impracticable by reason of
       any flood, riot, fire, judicial or governmental action, labor disputes,
       act of God or any other causes beyond the control of either party, that
       party shall be excused from such to the extent that it is prevented,
       hindered or delayed by such causes.


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[VECTRIX LOGO]


                               CUSTOMER AGREEMENT

PART 2 - WARRANTIES

2.1 THE VECTRIX WARRANTIES

       WARRANTY FOR VECTRIX SOFTWARE

       For Software, we warrant that when it is used in the Specified Operating
       Environment, it will perform in accordance with its Specifications.
       During the Warranty Period, we will provide Services to correct defects
       in the Software without charge.

       If the Software does not function as warranted during the first year
       after such date the Software is actually launched (the "Warranty
       Period"), we will have breached this Agreement.

       We warrant that we will not install or develop any viruses, timers,
       clocks, counters, backdoors or other routines that could erase data or
       programming associated with the Software, cause the web site for which it
       was designed to become inoperable or incapable of being used in the
       manner for which it was designed, or create a breach of security or
       confidentiality through the Software, except that this warranty shall not
       cover any actions by persons other than us that cause data or programming
       to be erased or cause a breach of security or confidentiality.

       WARRANTY FOR VECTRIX SERVICES

       For each VECTRIX Service, we warrant that we will perform it:

       1.     In a professional and technically competent manner, using
              reasonable care and skill, and

       2.     according to its current description (including any completion
              criteria) contained in this Agreement, an Attachment, or a
              Transaction Document.

       WARRANTY FOR SYSTEMS

       Where we provide Products to you as a system, we warrant that they are
       compatible and will operate with one another. This warranty is in
       addition to our other applicable warranties.

       Vectrix further warrants that:

       1.     except for third party Software, neither the Software nor
              Materials will intentionally infringe or misappropriate the
              proprietary rights of any third party,

       2.     it will not provide any third party Software or Materials without
              HIG's Consent or without obtaining HIG's Consent to any relevant
              Third Party License (hereafter defined),

       3.     for all third party Software and materials that it does provide,
              Vectrix possess all rights necessary to grant the rights granted
              to HIG in connection with this Agreement,

       4.     Vectrix has the requisite staff and equipment to perform its
              obligations arising out of this Agreement,

       5.     the Product will allow on-going correction and modification,

       6.     the Product is fit for the purpose for which the web-site was
              designed,

       7.     the personnel identified in Schedule C, attached hereto, will
              remain on the Project (hereafter defined) through the earlier of
              project completion, termination by HIG, or termination of such
              personnel's employment.

2.2 EXTENT OF WARRANTY

       Our warranties will be voided by misuse, accident, modification by other
       than Vectrix, unsuitable physical or operating environment, operation in
       other than the Specified Operating Environment, improper maintenance by
       you, removal or alteration of Product or parts identification labels, or
       failure caused by a product for which we are not responsible.


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       THESE WARRANTIES ARE YOUR EXCLUSIVE WARRANTIES AND REPLACE ALL OTHER
       WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED
       TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY AND FITNESS
       FOR A PARTICULAR PURPOSE.

2.3 ITEMS NOT COVERED BY WARRANTY

       We do not warrant uninterrupted operation of a Product or Service.

       Unless we specify otherwise, we provide non-VECTRIX Products, and
       non-VECTRIX SERVICES WITHOUT WARRANTIES OF ANY KIND. However, non-VECTRIX
       manufacturers, suppliers, or publishers may provide their own warranties
       to you.


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[VECTRIX LOGO]


                               CUSTOMER AGREEMENT

PART 3 - SERVICES

3.1 VECTRIX SERVICES

       Services may be either standard offerings or customized to your specific
       requirements. Each Service transaction may include one or more Services
       that:

       1.     expire at task completion or an agreed upon date;

       2.     automatically renew as another transaction with a specified
              contract period, renewals will continue until either of us
              terminates the Service; or

       3.     do not expire and are available for your use until either of us
              terminates the Service.

3.2 PERSONNEL

       Each of us is responsible for the supervision, direction and control of
       our respective personnel.

       We reserve the right to determine the assignment of our personnel;
       provided, however, that our personnel set forth in Schedule C hereto
       shall fulfill the functions set forth opposite their respective names on
       Schedule C hereto as such functions relate to our providing Services to
       you hereunder. Notwithstanding the prior sentence, we shall not be in
       breach of the prior sentence if any of such personnel do not fulfill such
       functions as a result of illness, injury, death, resignation or other
       termination of employment, or if you request they be removed from so
       fulfilling such functions.

3.3 MATERIALS OWNERSHIP AND LICENSE

       "HIG Materials" means any and all materials and information provided by
       HIG to Vectrix including without limitation, any and all confidential
       materials, content, photos, software, designs, graphics, and Software HIG
       has provided to Vectrix necessary for interfacing between HIG proprietary
       systems and the Project (hereafter defined). HIG is and shall remain the
       exclusive owner of all right, title, and interest in and to the HIG
       Materials and nothing in this Agreement shall be construed as granting
       any right to Vectrix in regard to the HIG Materials other than as
       necessary for Vectrix to perform its obligations under this Agreement.

       Products delivered to you under this Agreement shall be categorized as
       follows:

       "Custom Software" shall be defined to include (i) the original content,
       and executable files including, without limitation, source code of the
       project that we will develop on your behalf under this Agreement (the
       "Project"), and any text or graphics we develop; (ii) the graphical user
       interface (which includes, but is not limited to, content, images,
       typography, and page layout) and the application interface to your point
       of sale (collectively, the "Look and Feel"); and (iii) any and all
       documentation developed under this Agreement.

       HIG shall own all right, title, and interest in and to the Custom
       Software (including, without limitation, ownership of copyright) and
       Vectrix hereby assigns, transfers, and conveys all right, title, and
       interest in and to the Custom Software that HIG does not acquire by
       operation of law. The Custom Software is more fully described in Schedule
       A hereto. Vectrix shall, without further consideration, execute such
       documents as HIG may reasonably request in order to effectuate or confirm
       HIG's ownership of the Custom Software including, without limitation,
       execution of an assignment of the Custom Software to HIG.

       "Common Software" shall be defined to include executable files developed
       other than for HIG, owned or licensed by us to perform tasks that are
       common or similar to other development applications including, but not
       limited to, (i) Software engines used to develop or host the Project
       whether developed or owned by Vectrix; (ii) Software developed by Vectrix
       necessary for the operation of the Project, excluding Custom Software;
       and (iii) manuals, documents, and other Material that is not Custom
       Software, provided to you with the Software. We have all right, title,
       and interest (including ownership of copyright) into the Common Software.
       We will deliver one copy of the specified Common Software to you. We
       grant you an irrevocable, perpetual, nonexclusive, nontransferable except
       in the event of merger, acquisition or change of control of HIG,
       royalty-free,


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       fully paid-up, worldwide license to use, possess, execute, reproduce,
       display, perform, and distribute copies of Common Software within your
       Enterprise and in connection with the Project only. License for source
       code of Common Software is not included. You agree not to modify,
       disassemble, decompile or otherwise reverse engineer the Common Software.

       "Commercial Software" shall be defined to include commercially available
       general purpose executable files that we own or have obtained a license
       to use in the development or hosting of your Project. This Agreement does
       not extend our license to use or our ownership of Commercial Software to
       you. Each of us agrees to reproduce the copyright notice and any other
       legend of ownership on any copies made under the licenses granted in this
       Section 3.3.

       Copyright or trademark materials, such as logos, screen shots,
       description of services and others shall be used for the purposes of
       marketing the fact that we performed services for you and a brief
       description of those services. We retain no other right or interest in
       these materials.

       If (a) we shall be adjudicated as bankrupt, (b) on order appointing a
       receiver of us shall be made, or an order shall be made approving a
       petition or answer seeking our reorganization, under any applicable
       bankruptcy law, and in any such case shall not be stayed within ten (10)
       days, (c) we shall institute proceedings for a voluntary bankruptcy or
       shall apply for, or consent to, the appointment of a receiver, or shall
       make an assignment for the benefit of creditors, for the purpose of
       seeking a reorganization under federal bankruptcy laws, then you shall be
       entitled to, and we shall promptly deliver to you, the source code for
       the Common Software. Such source code shall be deemed Confidential
       Information under this Agreement and we shall be deemed to have granted
       to you, an irrevocable, perpetual, non-exclusive, transferable,
       worldwide, royalty-free, fully paid-up license to use and possess the
       source code of such Common Software for the sole purpose of modification
       in connection with modifying or supporting your website and for no other
       purpose, including, but not limited to, resale, modification for resale,
       display, distribution, reproduction, preparation of derivative works of
       (except in support of your website), or the design or development of any
       other website.

       If we no longer support, develop, or otherwise use, or intend to support,
       develop, or otherwise use, any of the Common Software, then upon your
       written request, we shall promptly deliver the source code to you and
       shall be deemed to have granted to you, an irrevocable, perpetual,
       non-exclusive, transferable, worldwide, royalty-free, fully paid-up
       license to use and possess the source code of such Common Software for
       the sole purpose of modification in connection with modifying your
       website and for no other purpose, including, but not limited to, resale,
       modification for resale, display, distribution, reproduction, preparation
       of derivative works of (except in support of your website), or the design
       or development of any other website.

       We agree not to duplicate or provide the Look and Feel of the Custom
       Software to any of the competitors set forth on Schedule D hereto.

3.4 RENEWAL

       Renewable Services renew automatically for a same length contract period
       unless either of us provides written notification (at least one (1) month
       prior to the end of the current contract period) to the other of its
       decision not to renew.

3.5 TERMINATION AND WITHDRAWAL

       Either of us may terminate a Service if the other does not meet its
       obligations concerning the Service as set forth in this Agreement.

       You may terminate a non-expiring Service, without adjustment charge, on
       one (1) month's written notice to us, provided you have met all minimum
       requirements specified in the applicable Attachments and Transaction
       Documents.

       You may terminate a renewable Service or an expiring maintenance Service,
       without adjustment charge, on written notice to us provided you have met
       all minimum requirements, specified in the applicable Attachments and
       Transaction Documents and any of the following circumstances occur:

       1.     you permanently remove the eligible Product for which the Service
              is provided from productive use within your Enterprise;

       2.     the eligible location, for which the Service is provided, is no
              longer controlled by you (for example, because of sale or closing
              of the facility);

       3.     an increase in the Service charges, either alone or in combination
              with prior increases over the previous twelve months, if more than
              the maximum specified in the applicable Service Transaction
              Document. If no maximum is specified, then this circumstance does
              not apply.

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       For all other circumstances, you may terminate an expiring or renewable
       Service on one (1) month's written notice to us but such termination will
       result in adjustment charges equal to the lesser of:

       1.     the charges remaining to complete the contract period; or

       2.     one of the following, if specified in the Transaction Document:

              a.     the charges remaining to complete the contract period
                     multiplied by the adjustment factor specified, or

              b.     the amount specified In the Transaction Document.

       You agree to pay us for all Services we provide and any Products and
       Materials we deliver through Service termination.

       We may withdraw a renewable or non-expiring Service or support for an
       eligible Product on three months' written notice to you. If we withdraw a
       Service for which you have prepaid and we have not yet fully provided it
       to you, we will give you a prorated refund.

       Any terms which by their nature extend beyond termination or withdrawal
       remain in effect until fulfilled and apply to respective successors and
       permitted assignees.


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[VECTRIX LOGO]


                               CUSTOMER AGREEMENT

PART 4 - SOFTWARE

4.1 LICENSE FOR PACKAGED SOFTWARE

       We provide certain Software together with their own license agreements.
       This Software is licensed under the terms of the agreements provided with
       them (each agreement is a "Third Party License"). Any conflicts between
       the terms of the Software license agreements and this Agreement are to be
       controlled by the language of the Software license agreement. Provisions
       to the contrary notwithstanding, no Third Party License shall be binding
       on HIG unless HIG has given its Consent to such Third Party License.

4.2 LICENSE FOR COMMON SOFTWARE - INTENTIONALLY OMITTED

4.3 SOFTWARE LICENSE DETAILS

       Under each license of Software, including Common Software, and subject to
       Section 3.3.we authorize you to:

       1.     use the Software to the extent of authorizations you have
              acquired;

       2.     make and install copies of the Software to support the level of
              use authorized herein, provided you reproduce the copyright
              notices and any other legends of ownership on each copy or partial
              copy; and

       3.     use any portion of the Software we: 1) provide in source form, or
              2) mark restricted (for example, "Restricted Materials of
              VECTRIX") only to:

              a.     resolve problems related to the use of the Software, and

              b.     modify the Software so that it will work together with
                     other products.

       ACTIONS YOU MAY NOT TAKE

       You agree not to:

       1.     reverse assemble, reverse compile, or otherwise translate the
              Software; or

       2.     sublicense, rent, or lease the Software.


4.4 INTENTIONALLY OMITTED

4.5 SOFTWARE TESTING

       We provide a testing period for certain Software to help you evaluate if
       they meet your needs. If we offer a testing period, it will start, 1) the
       second business day after the Software's standard transit allowance
       period, or 2) on another date specified in a Transaction Document. We
       will inform you of the duration of the Software's testing period in the
       applicable Transaction Document.

4.6 SOFTWARE PROTECTION

       For each Software not owned by HIG, you agree to:

       1.     ensure that anyone who uses it (accessed either locally or
              remotely) does so only for your authorized use and complies with
              this Agreement's terms regarding Software; and

       2.     maintain a record of all copies and provide it to us at our
              written request.


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<PAGE>   14

4.7 LICENSE TERMINATION

       You may terminate the license for Software on one (1) month's written
       notice, or at any time during the Software's testing period.

       Licenses for certain replacement Software may be acquired for an upgrade
       charge. When you acquire the replacement Software, you agree to terminate
       the license of the replaced Software when charges become due, unless we
       specify otherwise in writing.


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<PAGE>   15

[VECTRIX LOGO]


                               CUSTOMER AGREEMENT

By signing below for our respective Enterprises, both of us agree to the terms
of this Agreement. Once signed 1) any reproduction of this Agreement, an
Attachment, or Transaction Document made by reliable means (for example,
photocopy or facsimile) is considered an original and 2) all Products and
Services you order under this Agreement are subject to it.

AGREED TO:                                    AGREED TO:


VECTRIX CORPORATION                           HOME INTERIORS & GIFTS, INC.


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


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Printed Name                                  Printed Name

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Date                                          Date



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