Bank One, NA

                            EQUIPMENT LEASE AGREEMENT
                                 (TRLI 2001-1A)

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

                            Dated as of May 17, 2001
                                     between
                      TRLI 2001-1A RAILCAR STATUTORY TRUST,
  By: State Street Bank and Trust Company of Connecticut, National Association,
                    not in its individual capacity except as
             expressly provided herein but solely as Owner Trustee,
                                     Lessor
                 . . .

RESTRUCTURING AGREEMENT AND AMENDED AND RESTATED
MASTER LEASE AGREEMENT

($3,720,173.30 Current Principal Amount Equipment Lease Financing)

        This RESTRUCTURING AGREEMENT AND AMENDED AND RESTATED MASTER LEASE AGREEMENT (the "Amendment") is made effective as of January 1, 2002 (the "Effective Date"), by and between TENFOLD CORPORATION, a Delaware corporation formerly known as KeyTex Corporation ("TenFold"), having its principal office at 180 West Election Road, Suite 100, Draper, Utah 84020, BANK ONE, NA, a national banking association  . . .

                             MASTER LEASE AGREEMENT

                       Dated As Of: December 30, 1999


         This MASTER LEASE AGREEMENT is made and entered into by and between
BANC ONE LEASING CORPORATION ("Lessor"), an Ohio corporation, with its principal
place of business at 1111 Polaris Parkway, Columbus, Ohio 43240 and the Lessee
identified below:

LESSEE NAME:  HOME INTERIORS & GIFTS, INC.

LESSEE ADDRESS:  4055 Valley View Lane, Dallas, Texas 74244
                 Attention:  Leonard Robertson


         1. LEASE OF EQUIPMENT: Lessor leases to Lessee, and Lessee  . . .

SUBLEASE

Dated as of December 21, 2001

Between

BAXTER CAPITAL CORPORATION,

as the Sublessor,

and

ACAMBIS, INC.

as the Sublessee.

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