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                                                                   EXHIBIT 10.15

LEASE AGREEMENT ENTERED INTO BY AND BETWEEN FREDERICK CLARKE SANDERS, Jr.,
FREDERICK SANDERS FLOURIE, MONIQUE SANDERS FLOURIE, SCOTT MICHAEL SANDERS
FLOURIE, AND CARLO E. MUZQUIZ DAVILA (HEREINAFTER JOINTLY REFERRED TO AS "THE
LESSOR"), AND COASTCAST TIJUANA, S DE R.L. DE C.V. (HEREINAFTER REFERRED TO AS
THE "LESSEE"), REPRESENTED HEREIN BY MR. RAMON IBARRA FRANCO, PURSUANT TO THE
FOLLOWING RECITALS AND CLAUSES:

                                   R E C I T A L S

1.     THE LESSOR hereby declares that:

        a)   It is a fideicommissary with powers to lease and perform 
improvements regarding the land identified as Lots F1 and F2, located at 
PASEO DEL CUCAPAH, FRACCIONAMIENTO EL LAGO, in the city of Tijuana, Baja 
California, as proven by public deed annexed herein as Attachment "A", with 
30,614.15 square meters of surface (hereinafter referred to as the "Land", 
together with a plan stating the exact location of it, as well as its 
description under attached "A-1", which jointly constitute the present 
agreement.

        b)   It is currently arranging to obtain official documentation on the 
part of the competent authorities that so define the industrial use of the 
Land.

        c)   The Land has access to water, drainage, electricity, and 
electrical capabilities to provide services to the improvements, as defined 
hereinbelow, according to the requirements and specifications detailed in 
Attachment "B" herein, as well as to the Expansion Improvements, a term which 
is also defined hereinbelow.

        d)   For the purposes of this Lease Agreement, the address at which it 
has its principal place of business is:  BOULEVARD PACIFICO NO. 14533, PARQUE 
INDUSTRIAL PACIFICO, TIJUANA, BAJA CALIFORNIA.

        e)   It has agreed to perform certain improvements to the Land, which 
are defined in Clause 2, as follows, and to lease said Land and the Lessor 
Improvements to the Lessee (hereinafter jointly referred to as "Leased 
Property")

        f)   The land is free from any encumbrances and other ownership 
limitations, with the exception of easements, agreements, park regulations 
(as such term is defined hereinafter), along with other service constraints 
or easements, referred to as the "Permitted Easements").

        g)   They have the powers to enter into this agreement as accredited 
in the deed, as pertinent, with public deeds annexed hereof as Attachment 
"A", and ratified herein by Bancrecer, S.A.  Said powers have not been 
revoked nor constrained.

        h)   Is currently undertaking the organization of an association of 
tenants and owners of real estate and improvements in the PARQUE INDUSTRIAL 
EL LAGO (the "Park Association"), which shall operate according to its own 
statutes and the regulations of the PARQUE INDUSTRIAL EL LAGO (hereinafter 
the "Park Regulations"), annexed hereof as Attachment "C".

        i)   For purposes of collection of rents and any additional rights 
derived hereof, they appoint Mr. Frederick Clarke Sanders as trustee of all 
individuals that form the LESSOR.

II.     Mr. Ramon Ibarra Franco hereby declares that:

        a)   Coastcast Tijuana, S. de R.L. de C.V. is a duly organized company 
under the Mexican General Corporation Law, pursuant to public deed number 
28155, volume 585, dated the 16th day of December, 1997, and granted before 
the faith of Notary Public Number Eight (8) for the City of Mexicali, Victor 
Ibanez Bracamontes, Attorney at Law, copy of which is annexed herein as 
Attachment "D".

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        b)   It possesses sufficient powers to represent the Lessor, which 
have not been revoked nor constrained in any way, as accredited in the public 
deed referred to in the preceding paragraph.

        c)   The address of its constituent shall be precisely that of the 
Leased Property.  However, for purposes of previous notices to the Lessee 
prior to Final Occupancy, as this term is defined hereinafter, the address of 
the Lessee shall be as described in Clause 21.

        d)   Its constituent wishes to enter into this lease with the Lessor 
regarding the Leased Property, according to the following terms and 
conditions.

Pursuant to the above, both parties agree as follows:

                                    C L A U S E S:

I.-   LEASE AND DELIVERY

The LESSOR hereby leases to LESSEE and LESSEE hereby leases from LESSOR the
Leased Property described in Attachments "A" and "A1" hereof.

II.-    INDUSTRIAL INSTALLATIONS.

2.1     The LESSOR shall, at its expense, perform all works, provide all the 
        necessary labor and all new items, and shall obtain all the necessary 
        certificates and permits to build an industrial shell with a surface 
        of 185,907 sq. feet on the Leased Property (hereinafter the 
        "Industrial Installations"), in compliance with the preliminary 
        plans, specifications, construction schedule, and construction terms 
        so established by both parties, and which are annexed herein as 
        Attachment "A1".

2.2     Through the approval of the plans and specifications, the LESSEE 
        shall not assume technical accountability for the terms stated in 
        Attachment "A1" herein.  Approval on the part of the LESSEE is of a 
        general nature, unless agreed upon otherwise, and does not exonerate 
        the LESSOR of its accountability for the design, construction, and 
        building of the Industrial Installations under the terms so required.

2.3     The LESSOR shall carry out all constructions regarding the LESSOR 
        Improvements, in compliance with all laws, ordinances, regulations, 
        orders of governmental authorities, as well as with the Park 
        Regulations, which are annexed herein as Attachment "C".  The term 
        "LESSEE Improvements" shall refer to all those improvements so 
        described in Clause 4 hereinbelow.

        The LESSOR shall compensate and exonerate the LESSEE from any and all 
        claims or charges filed by contractors that perform the Industrial 
        Installations, or by the authorities that in a declarative but not 
        limitative manner include: payments to the INSTITUTO MEXICANO DEL 
        SEGURO SOCIAL (Mexican Social Security Institute, or IMSS), the FONDO 
        NACIONAL PARA LA VIVIENDA DE LOS TRABAJADORES (National Fund for 
        Workers Housing, or INFONAVIT), and the fiscal authorities, as well 
        as damages and fees that result, or may originate from the lack of 
        compliance of the obligations on the part of the LESSOR due to the 
        construction of the Industrial Installations and equipment for the 
        Leased Property, according to the requirements of applicable laws and 
        ordinances.

2.4     The LESSOR acknowledges and is in agreement with the LESSEE that the 
        latter may request modifications regarding the design and 
        specifications of the LESSOR Improvements, provided said 
        modifications do not affect their cost or the works in accordance 
        with the construction schedule pertaining to the latter.  In the 
        event that said changes affect the costs of the LESSOR Improvements, 
        or the works in accordance with the construction schedule, the LESSOR 
        and the LESSEE shall jointly determine the effect of those changes on 
        the costs, as well as any extension to the construction schedule.  If 
        such were the case, where both parties were not able to reach an 
        agreement regarding the costs and time in order to carry out said 
        requested modifications, and also in the event that they

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        could not reach an agreement that resolves the dispute at issue in a 
        satisfactorily manner, both parties agree to solve said controversy 
        through Arbitration in accordance with what is provided in Clause 
        23.5 herein.  The LESSOR agrees to provide the LESSEE with a copy of 
        the request for modifications addressed to the constructor showing 
        the costs and construction schedule, in order to obtain authorization 
        on the part of the LESSEE for such purposes.

2.5     The LESSOR shall diligently complete the LESSOR Improvements in the 
        Leased Property according to the plans and specifications, so that 
        the LESSEE may utilize and occupy said Improvements in accordance 
        with the following schedule:

        a)   Beneficial Occupancy of the Leased Property: February 15, 1998.
 
        b)   Final Occupancy of the Leased Property: March 15, 1998.

        For the purposes of this clause, Beneficial Occupancy and Final 
        Occupancy are defined as follows:

        BENEFICIAL OCCUPANCY:  Shall be defined as delivery to the LESSEE of 
        the industrial area of the LESSOR Improvements, including walls, 
        roofs, doors, floors, floor coverings, platforms and interior paint 
        jobs, the entire production area (the "Initial Improvements"), so 
        that the LESSEE may install its equipment within the Leased Property 
        and begin the construction of certain improvements on the part of the 
        LESSEE to the Leased Property, so that all such fixtures, equipment 
        and any other improvements carried out on the part of the LESSEE are 
        sale and may not be damaged by climate conditions or the construction 
        process.

        FINAL OCCUPANCY:  Shall be defined as the substantial completion of 
        all works and finishes of the interior part of the industrial area 
        and office area, as well as all the exterior parts and infrastructure 
        of the LESSOR Improvements, in order to allow the LESSEE to make use 
        of the Leased Property to commence normal unfolding of its operations 
        unhindered, excluding non functional aesthetical issues or the punch 
        list, without exceeding the amount of $66,000.00 Dollars, legal 
        currency of the United States of America, regarding the construction 
        costs of the LESSOR Improvements, in compliance with what is stated 
        in Attachment "B" herein. In the event the cost for the construction 
        of what is stated in the punch list exceeds the amount of $66,000.00 
        Dollars, legal currency of the United States of America, the date of 
        the Final Occupancy shall be deferred in accordance with what is 
        stated in Clause 2.10.  The LESSOR agrees to conclude pending issues 
        appearing in the punch list within a period of thirty (30) of the 
        Date of Final Occupancy.

               By virtue of the aforesaid, the Date of Final Occupancy shall 
        be that in which the LESSEE acknowledges the completion of the LESSOR 
        Improvements, with the exception of the aforementioned punch list, as 
        the result of an inspection carried through within the Leased 
        Property by the representatives of the LESSEE and the LESSOR.  
        Notwithstanding the aforementioned, in the event that a difference of 
        opinions arises between the LESSEE and the LESSOR regarding the Date 
        of Final Occupancy, both parties agree to perform to the best of 
        their ability in order to amicably resolve the difference.  If the 
        difference still remains after a period of thirty (30) days following 
        the notice of completion of the LESSOR Improvements, said difference 
        shall have to be resolved through arbitration according to what is 
        stated hereinbelow.

2.6     At all times, and upon signature of this agreement, the LESSEE and/or 
        its representative, shall have the right to enter the Leased Property 
        to inspect progress on construction of the LESSOR Improvements, and 
        the LESSOR shall have readily available for the LESSEE and/or its 
        representative, the construction log and any other construction 
        report that is available so that the LESSEE and/or its 
        representative, may continually assess the construction of the LESSOR 
        Improvements.  If so required by the LESSEE, the LESSOR shall make 
        arrangements for the English translation of said reports for the 
        LESSEE, and the LESSEE agrees to reimburse the LESSOR for any expense 
        disbursed pertaining to said translations.

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2.7     The LESSOR agrees to contract the services of a reputable laboratory 
        approved by the LESSEE, and to provide the LESSEE with a copy of all 
        results of tests done by the LESSOR or its contractors relating to 
        the Leased Property or the construction of the LESSOR Improvements, 
        and the LESSEE shall have the right to carry out independent tests in 
        any part of the Leased Property, LESSOR Improvements, construction 
        materials and fixtures.  Such verification shall be at its own 
        expense to determine if whether the Industrial installations are 
        built in compliance with Attachment "B" hereof.  Said independent 
        tests carried out by the LESSEE shall exonerate the LESSOR of any 
        obligation to build the LESSOR Improvements in compliance with 
        Attachment "B" hereof.

2.8     In the event the results of any of the tests indicate the existence 
        of a substantial deviation regarding the completion and 
        specifications of the Lessor Improvements, the LESSEE shall notify 
        the LESSOR of said deviation, and shall require an immediate 
        correction of it, for which the LESSOR agrees to swiftly comply with 
        said requirement.

2.9     In the event the LESSOR does not complete the construction of the 
        LESSOR Improvements so that the LESSEE may occupy the Leased Property 
        on the date of the Beneficial Occupancy stated hereinabove, the 
        LESSEE shall have the right to receive a contractual penalty due to 
        damages, which consists in the reduction of a day of rent for each 
        calendar day of delay in the completion of the Initial LESSOR 
        Improvements in compliance with Attachment "B" and with Clause 2.5 
        hereof, which defines the improvements to be completed at said date.  
        The aforesaid reduction shall be applied to the first month and, when 
        pertinent, to the subsequent months beginning on the month when the 
        LESSEE commences payment of rents, as is stated herein.

        Notwithstanding the aforementioned, not the aforesaid penalty nor the 
        rent reduction shall extend the date of the Final Occupancy, nor 
        shall it diminish the compensation for damages the LESSEE has the 
        right to receive in the event the LESSOR fails to comply in the 
        delivery to the LESSEE of the Final Occupancy on the date stated in 
        Clause 2.5 hereinbefore.

2.10    In addition, when the LESSOR fails to comply with the completion of 
        the construction of the LESSOR Improvements, in compliance with 
        Attachment "B", during or before the date of the Final Occupancy of 
        the Leased Property, the LESSEE shall have the right to receive as 
        compensation for damages, and in addition to the reduction of the 
        rent stated in the preceding clause, an amount equivalent to two (2) 
        days of rent for each calendar day of delay of the projected dates 
        for the Final Occupancy.  Also, and in the event said delay exceeds a 
        period of thirty (30) days following the date of the Final Occupancy, 
        the penalty for damages shall double, beginning on the thirty-first 
        day of delay after said date of the Final Occupancy, for an amount 
        equivalent to four (4) days of rent for each day of delay, with the 
        understanding, notwithstanding, that (i) in case said delay continues 
        for thirty (30) days after the date of the Final Occupancy as stated 
        hereinabove, or (ii) in case the construction of the installations is 
        stopped or suspended due to the lack of permits or due authorizations 
        from the competent authorities for a period of thirty (30) or more 
        consecutive days (except due to Acts of Nature or Force Majeure), 
        then, in any of said cases, the LESSEE, at its own choice, shall 
        terminate this agreement, for which the LESSEE shall have a right to 
        immediately receive from the LESSOR the reimbursement of every rent 
        deposit and/for advance that the LESSEE may have paid to the LESSOR 
        to date according to what is stated hereto for, to continue with the 
        accumulation of liquid damages.  Any rent deduction granted according 
        to this clause shall be applied to the first months, and in the event 
        it is applicable to the months following the ones when the LESSEE 
        begins rent payments, as is stated herein.  The parties acknowledge 
        and agree that the date of the Final Occupancy shall be extended for 
        a period equivalent to the delays attributable to the LESSEE, or to 
        its contractors or subcontractors, or due to an Act of Nature or 
        Force Majeure.

2.11    Notwithstanding what is stated in paragraph 2.5 hereinbefore, the 
        LESSOR expressly acknowledges and agrees that the LESSEE may go 
        inside the Leased Property at any given moment during the 
        construction of the LESSOR Improvements, in order to carry out the 
        initial installations of the LESSOR Improvements in accordance with 
        the construction schedule, and with the understanding that said 
        installations shall not interfere with the construction of the LESSOR 
        Improvements.  Also, it

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        is understood that the entry of the LESSEE to the Leased Property at 
        any given moment prior to the completion of the construction of the 
        LESSOR Improvements, shall not be understood as the completion of the 
        construction of the LESSOR Improvements in their entirety, or in 
        part, as is stated herein.

III.    OCCUPANCY BY LESSEE

The LESSEE shall use the Leased Property for manufacturing and storage
activities, as well as for any other activity with industrial purposes as
permitted by the Law, and that do not breach what is stated in the Park
Regulations.

3.1     The LESSEE may, at its own risk and expense, install in the Leased 
        Property, all those improvements, fixtures, equipment and furniture 
        it deems necessary, which at every given moment shall be considered 
        as exclusive property of the LESSEE, provided such goods are 
        installed and removed without any substantial damage to the Leased 
        Property.

3.2     The LESSEE shall repair the damages caused to the Leased Property 
        during the installation or removal of the improvements, fixtures, 
        equipment, and furniture stated in the preceding paragraph.

3.3     The LESSEE shall comply with the installation and removal of fixtures 
        and equipment in accordance with all applicable laws, ordinances and 
        regulations, assuming liability for any violation hereof.

3.4     The LESSEE agrees to withdraw said improvements, equipment and/or 
        furniture it may have installed in the Leased Property before the 
        date of the term of the lease, in order to leave the Leased Property 
        in its normal conditions, with the understanding that the LESSOR 
        Improvements include the piercing of roofs of the Leased Property.  
        After having removed said improvements, the LESSEE shall repair the 
        damaged area, and shall have to install a new roof section made up of 
        corrugated steel.  In the event the LESSEE fails to comply in 
        removing said improvements, fixtures, equipment, and/or furniture 
        from the Leased Property according to the terms provided hereinabove, 
        the LESSOR shall have the right whether to remove said improvements, 
        fixtures, equipment, and furniture from the Leased Property at the 
        expense of the LESSEE, or to consider that said improvements, 
        fixtures, equipment, and/or furniture have been gratuitously 
        abandoned in the Leased Property by the LESSEE in favor of the LESSOR.

3.5     The LESSEE may not modify the basic structure, facade, and the 
        essential public utilities of the Leased Property, and may not 
        perform works or modifications resulting in a value exceeding 
        $50,000.00 dollars (Fifty Thousand Dollars, 00/100, legal tender of 
        the United States of America), without prior consent and in written 
        form from the LESSOR, which shall not be denied without sufficient 
        grounds.

IV.-    LESSEE IMPROVEMENTS

4.1     The LESSEE, at its expense, may install and build certain additional 
        improvements, and it may also perform certain modifications, 
        expansions, or additions to any of the LESSOR Improvements, provided 
        said alterations, expansions, improvements and additions do not 
        affect in an adverse manner the structural support of said LESSOR 
        Improvements, or reduce the just market value of the Leased Property 
        to a value below the value the Leased Property would have before 
        their completion, provided said alterations are performed in a 
        diligent manner, following working standards in compliance with all 
        applicable laws, ordinances, regulations, and orders of governmental 
        authorities.

4.2     The LESSOR acknowledges and agrees that said Lessor Improvements 
        shall be the exclusive property of the LESSEE, and may be removed, at 
        LESSEE'S choice, from the Leased Property in compliance with 
        provisions stated in Clause 3 hereof.

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4.3     The LESSEE shall compensate and exonerate the LESOR from any demand, 
        claim due to furnishing of materials, claims on the part of the 
        governmental authorities that in a declarative but not limitative 
        manner include the INSTITUTO MEXICANO DE SEGURO SOCIAL (Mexican 
        Institute for Social Security, or IMSS), the FONDO NACIONAL DE LA 
        VIVIENDA PARA LOS TRABAJADORES (National Fund for Worker Housing, or 
        INFONAVIT), and fiscal authorities; as well as any damage and expense 
        resulting from the noncompliance on the part of the LESSEE of any of 
        its obligations for the construction of the structures and Lessee 
        Improvements, installations, machinery and equipment, repairs of the 
        Leased Property when so required, in compliance with this agreement.

V.-     USE OF LEASED PROPERTY AND THE ENVIRONMENT

5.1     The LESSOR expressly acknowledges that the LESSEE intends to make use 
        of the Leased Property as installations for warehouse and factory, 
        and therefore expressly authorizes use of the Leased Property on the 
        part of the LESSEE as general offices, warehouse, factory, 
        storehouse, repair services, engineering services, sales, 
        demonstration of products and training of clients and employees, and 
        as secondary purposes as warehouse, vehicles parking spaces, and all 
        other uses deemed incidental and in relation with manufacturing, 
        storage and installation of offices with a legitimate intent.  During 
        the term of this lease the LESSEE shall not perform or permit any act 
        within the Leased Property that violates the laws, ordinances, 
        regulations, Park restrictions, or orders of governmental authorities.

5.2     The LESSOR guarantees that the Leased Property has not been 
        previously used for an industrial or commercial purpose, and that it 
        is free from any hazardous or toxic substances as these terms are 
        defined in the current legislation.  The LESSOR agrees to compensate 
        and quickly exonerate the LESSEE from any claim or liability that may 
        result with regards to the preceding item.  Also, the LESSOR shall 
        have to make the arrangements so that any lessee or owner of 
        properties adjacent to the Leased Property complies with all the laws 
        and regulations pertaining to hazardous or toxic residues or 
        substances, and agrees to exonerate the LESSEE from any claim or 
        liability derived from such item.

5.3     The LESSOR shall not be liable for any pollution caused by the LESSEE 
        to the Leased Property during the term hereof, or any extension of 
        it.  The LESSEE agrees to compensate and exonerate the LESSOR from 
        any liability that may result with regards to the use of the Leased 
        Property on the part of the LESSEE, except when caused by a 
        noncompliance on the part of the LESSOR.

VI.-    RENT

6.1     Beginning on the date of the Commencement of the Lease (as such term 
        is defined hereinbelow), and during the initial effective term 
        hereof, the LESSEE shall pay the LESSOR, at its domicile, or at any 
        other domicile so indicated by the LESSOR, and within the first ten 
        (10) days of each month, a monthly rent amounting to $57,631.00 
        (Fifty Seven Thousand Six Hundred and Thirty One and 00/100) Dollars, 
        currency of the United States of America, or its equivalent in Pesos, 
        Mexican Currency.  Notwithstanding the aforementioned, during the 
        first year of the lease as of the Date of Commencement of the Lease, 
        as said term is defined in clause 7.2 hereof, the amount of 
        $15,717.55 Dollars, U.S. currency, shall have to be credited each 
        month towards the rent payments concerning the first eleven (11) 
        monthly rent payments in compliance with what is stated in clause 
        19.1 hereof.

6.2     The monthly rent stated hereinabove shall be increased on an annual 
        basis by two percent (2%), as of the second year, and said increase 
        shall remain effective during and until the eighth (8th) year of the 
        lease, thereby remaining without an increase on the ninth (9th) and 
        tenth (10th) year of this lease.

6.3     In order to calculate the monthly rent, if paid in Pesos, Mexican 
        Currency, the parties shall use the highest effective exchange rate 
        currently in the sales market as used by the BANCO NACIONAL DE 
        MEXICO, BANCOMER, and BANCA SERFIN, on the day of payment, or on the 
        immediately preceding

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        business day, when the payment day is a nonworking day for bank
        institutions.

6.4     In the event the LESSEE decides to exercise the lease option stated 
        in clause 7.4 hereof, the parties agree that the initial monthly rent 
        with reference to said extension period, shall have to be equal to 
        the rent corresponding to the fifth (5th) year of the original period 
        of this lease. Subsequently, and during the extension periods, the 
        monthly rent shall be increased at an annual rate of two percent 
        (2%), during each anniversary of the new Date of Commencement of the 
        Lease.

6.5     In the event of a delay, the LESSEE agrees to pay the LESSOR for 
        damages, a monthly rate of five percent (5%) on the unpaid amounts, 
        as of the tenth (10th) day elapsed once said notice of delay has been 
        notified.

VII.    EFFECT OF LEASE AND DELIVERY OF THE LEASED PROPERTY

7.1     The life of the agreement shall be for a period of ten (10) 
        compulsory years for the parties, unless it is extended in accordance 
        with the provisions hereof, (hereinafter the "Period of Lease" or 
        "Term of this Agreement").  The Term of this Agreement shall commence 
        as of the date of Final Occupancy, the date when the LESSOR 
        Improvements have been completed (hereinafter "the date of 
        Commencement of the Lease").

7.2     Date of Commencement of Rent: The first month of rent shall have to 
        be paid in thirty days following the date of Final Occupancy.  All 
        adjustments to the rent, as stated in Clause 6.2 and 6.4 hereinabove, 
        shall come into effect on the anniversary of the Date of Commencement 
        of the Lease.

7.3     Notwithstanding the aforementioned, it is agreed upon that the LESSEE 
        shall have access to the Leased Property in order to install the 
        LESSEE Improvements as of the 15th day of January, 1998.

7.4     The LESSEE shall have the option of renewing the "Period of the 
        Lease" for two (2) additional periods or terms of five (5) years each 
        (hereinafter the "Period of Extension") by means of a simple notice 
        furnished to the LESSOR upon expiration of the initial period of the 
        lease or any of its extensions.

VIII.   INSURANCE

8.1     As of the Date of Commencement of the Lease, and during the life of 
        this agreement, the LESSEE agrees to obtain an insurance policy 
        covering the Leased Property against fire, Act of God or Force 
        Majeure, explosion, and any other risk covered by the policy known as 
        "Comprehensive Coverage Extension".  The corresponding insurance 
        policy shall be obtained for an amount enough to cover the 
        replacement cost of $3,000,000.00 (Three Million 00/100 Dollars, 
        legal tender of the United States of America), with said amount being 
        payable to the LESSOR or its transferee.

8.2     Also, and from the Date of Commencement of the Lease, and during the 
        term of this agreement, the LESSEE is obligated to obtain, at its 
        expense, a civil liability insurance policy protecting the LESSEE and 
        the LESSOR against any demand, claim or action due to injuries or 
        death of any person, or for any liability arising from damages to 
        foreign property regarding the use of the Leased Property by the 
        LESSEE.  The liability limit of the corresponding insurance shall be 
        at least $150,000.00 (One Hundred and Fifty Thousand 00/100) Dollars, 
        currency of the United States of America.

8.2     The policies referred to in paragraphs 8.1 and 8.2 hereinabove shall 
        have to be obtained with an insurance company authorized to issue 
        insurance in Mexico, to the satisfaction of the LESSOR.  Furthermore, 
        within the clauses of said policies, it shall have to be stated that 
        the latter may not undergo any modification whatsoever with regards 
        to its coverage without prior consent and in written form on the part 
        of the LESSOR.  The LESSEE shall have to notify the LESSOR with at 
        least thirty (30) days in advance of its intention to change 
        insurance companies, so that the LESSOR may review and analyze the 
        authorization of the new insurance company.  Such authorization may 
        not be denied

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        without proper justification.  Also, the corresponding policies shall 
        establish in their clauses that, when pertinent, the LESSOR shall be 
        notified with thirty (30) days in advance of its intention to 
        terminate any such policies during the term hereof.  A certified copy 
        of the policies, as well as of the corresponding payment receipts, 
        shall have to be delivered to the LESSOR, in its domicile, within 
        fifteen (15) following the Date of Beneficial Occupancy.  A certified 
        copy of the documents of renewal of policies shall have to be 
        delivered to the LESSOR with at least thirty (30) days before the 
        date of completion of the policies.

8.4     Reciprocal Release.  Both parties, as well as their authorized 
        representatives, agree to remain mutually free from any claim for 
        damages to any person, or to the Leased Property and its 
        improvements, personal property, the LESSEE improvements, as well as 
        the modifications both of the LESSOR and of the LESSEE, on or with 
        regards to the Leased Property under the insurance policies 
        contracted by the parties, and in effect when such damages occur.

IX.-    TAXES AND COSTS

9.1     The LESSOR shall be liable for the payment of the Income Tax and the 
        Tax on Assets under the term of its obligations.  On the other hand, 
        the LESSEE shall be liable for the payment or reimbursement of the 
        Property Tax to the LESSOR or for any other tax that could be 
        stipulated on the Leased Property, and that may be derived thereof, 
        or by the use of the latter on the part of the LESSOR, and to which 
        the LESSEE is liable by law, including the Value Added Tax, and 
        maintenance fees of the Industrial Park Association.

X.-     REPAIRS AND MAINTENANCE

10.1    LESSOR

        10.1.1  During the entire term hereof, as well as any extension of 
        it, and after having notified the LESSEE in written form, the LESSOR 
        shall have to proceed with the repairs of any structural defect of 
        the Leased Property arising sa a consequence of normal wear and tear 
        of the latter, including exterior walls, foundations, floors, 
        structural plumbing, cistern and ceiling.  The LESSOR shall also have 
        to provide maintenance to the parking areas, drainage, and paved 
        areas where damages exceed the amount of $5,000.00 Dollars (Five 
        Thousand Dollars 00/100, legal currency of the United States of 
        America), due to disaster, occurring as a consequence of underground 
        earth movements.  On the other hand, the LESSEE agrees to make its 
        best effort to timely notify the LESSOR on the existence of any 
        structural defect.  Notwithstanding the aforementioned, in the event 
        the LESSEE Improvements require the piercing of roofs in order to 
        install equipment and fixtures, then the maintenance and repair of 
        the roof areas that were affected by any of the LESSEE Improvements 
        shall be the exclusive responsibility of the LESSEE.  In addition, 
        both parties agree that the repair of said structural deficiencies 
        shall be deemed as the sole repair by which the LESSOR shall be 
        liable hereunder.  The LESSEE agrees to make its greatest effort in 
        notifying the LESSOR on a timely basis on the existence of any 
        structural defect.  The LESSOR shall then proceed diligently to carry 
        out the repairs as soon as practically possible, and to continue with 
        them until they are thoroughly concluded.

        Furthermore, the LESSOR accepts every and any obligation to 
        immediately maintain a repair, at its expense, and with minimum 
        interference to the operations of the LESSEE, any superficial or 
        structural defect or damage, as well as the damages caused by 
        underground movements, with no restrictions of cost applicable due to 
        a disaster, of an area of the Leased Property so described in 
        Attachment "E" of this agreement identified as the "Excluded Area."

        10.1.2.  The LESSOR shall not be liable, nor shall be obligated to 
        repair the damages caused due to negligence of the part of the 
        LESSEE, or of its workers, clients, contractors, or guests.

10.2    LESSEE

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<PAGE>

        10.2.1  THE LESSEE shall be deemed liable for the repairs that should 
        be performed due to damages to the Leased Property, other than those 
        referred to in clause 10.1 hereinabove.  The damages referred to in 
        this clause including in a declarative but not limitative manner, the 
        maintenance that should be performed on the plumbing systems, sewer, 
        telephone, gas, and to the equipment and fixtures, interior walls, 
        inferior and exterior paint jobs, floor tiles, modular ceilings, 
        ventilation and A/C systems and fixtures, heating, doors and windows, 
        glass, shipment and loading ramps and docks, lighting, electrical 
        system, and so on, of the Leased Property, and in general, everything 
        not deemed a structural repair as stated in clause 10.1.1 
        hereinbefore.  All repairs performed by the LESSEE shall have to be 
        of an equal quality to that of the originals.  All expenses as a 
        result of carelessness and negligence of the part of the LESSEE, as 
        stated hereof, shall have to covered by the LESSEE.

        10.2.2  The LESSEE shall have to keep the Leased Property, along with 
        its improvements, free from any encumbrance or lien.  With regards to 
        the entirety of the parts of the Leased Property, the LESSEE shall 
        have to care for them as to keep them clean and properly ordered, 
        free from garbage, debris and forbidden materials.

XI.-    COMPENSATION

11.1    The LESSEE agrees to compensate and exonerate the LESSOR from any 
        claim for damages and losses of any nature derived from negligence or 
        omission on the part of the LESSEE, or of its contractors, licensees, 
        agents, guests, employees, or derived from any accident, injury or any 
        other damage caused to any person or property in or around the 
        Leased Property, or in areas adjacent to the Leased Property, as well 
        as against any and all fees and expenses, including legal fees, that 
        should arise from such claims.

11.2    The LESSOR agrees to compensate and exonerate the LESSEE from any claim
        for damages or losses of any nature derived from negligence or 
        omission on the part of the LESSOR, or of its contractors, licensees,
        agents, guests, or employees, or derived from any accident, injury or 
        any other damage caused to any person or property in or around the 
        Leased Property, or in areas adjacent to the Leased Property, as well 
        as against any and all fees and expenses, including legal fees, that
        should arise from such claims.

XII.-   SERVICES

12.1    The LESSEE agrees to request directly from the renderers of the 
        corresponding services, the public services the LESSEE may need to 
        obtain from said renderers and shall immediately pay for any charge 
        related with said services furnished to the LESSEE in the Leased 
        Property including in declarative but not limitative manner, water, 
        gas, electrical power and telephone service fees.

12.2    The LESSOR shall install or shall make arrangements for the 
        installation, before the Date of Final Occupancy, of the 
        infrastructure related with water and drainage services, fire 
        hydrants, electrical power, and telephone lines, as are defined 
        hereinbelow for the supply of water, drainage, fire hydrants, 
        electrical power, and telephone service to the Leased Property in 
        compliance with federal, state, and local regulations, and shall make 
        all arrangements for the approval and acceptance of said 
        infrastructure on the part of the authorities, whether they be 
        federal, state, or local, that have jurisdiction over the streets 
        adjacent to the Leased Property.  In the event any charge, whether 
        special or of any type, is filed against the Leased Property or the 
        LESSEE, (other than rights of use), due to any of the aforesaid 
        items, or by noncompliance on the part of LESSOR with any of its 
        obligations as a developer, the LESSOR, at its expense, shall pay 
        said charges and shall settle and close the matter.

12.3    The LESSOR guarantees that the Leased Property shall have at least 8000 
        Kva of 13,200 volts

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        available within the boundaries of the industrial shell.  Consequently 
        the LESSEE may contract the electrical power up to said capacity only 
        upon payment of the rights of connection and contract.

12.4    The LESSOR guarantees that the Leased Property has or shall have 
        twenty (20) telephone lines available at the time of the completion 
        of the Industrial Installations; the LESSEE shall have the right of 
        exclusive use regarding said lines.  Consequently, the LESSEE shall 
        be able to contract up to twenty (20) telephone lines through the 
        payment of the "contract rights" to the telephone company.

12.5    The LESSOR guarantees that the Leased Property shall have the 
        drainage system, fire hydrant, and water works completed before or on 
        the date of the Final Occupancy, as stated in Attachment "A1" hereof, 
        so that it may be able to perform the industrial activities it has 
        planned by the use of the appropriate pipeline system and water 
        system that provide services to the Leased Property.  The LESSEE 
        shall contract the water supply up to said capacity from the COMISION 
        NACIONAL DE AGUAS (National Water Commission, or CNA), by means of 
        the payment of rights for measuring equipment and rights of 
        connection.

12.6    In the event the LESSOR is not willing to provide the infrastructure 
        for the public utilities guaranteed by the LESSOR as of the date of 
        the Final Occupancy, or when LESSEE is not able to contract said 
        services due to causes not attributable to the LESSEE, the LESSOR 
        shall directly provide the LESSEE with said services at its exclusive 
        expense, until the LESSEE is able to contract said services, and the 
        LESSOR shall pay the difference between the cost the LESSEE would 
        normally pay if said services were furnished by the public utilities 
        companies, and the cost of the LESSOR when providing said services.  
        It is agreed upon that LESSOR'S liability according to this clause 
        shall end once the LESSEE has contracted the services referred to in 
        this clause, and the supply of said services has been initiated.

12.7    Furthermore, in the event that after sixty (60) days of the Final 
        Occupancy there is a lack of availability of these services so that 
        the LESSEE'S operations may not be adequately performed, LESSEE may 
        proceed to immediately terminate this agreement, with no obligation 
        whatsoever, and LESSOR shall promptly reimburse all amounts paid by 
        LESSEE hereunder, including in declarative but not limitative manner, 
        the amounts regarding guarantee deposit and advance rents.

12.8    The LESSEE agrees to contract all public utilities with the 
        corresponding suppliers, at least sixty (60) days before the date of 
        the Beneficial Occupancy in order to insure a timely supply of said 
        utilities to the Leased Property.  The LESSOR agrees to furnish 
        timely support to said contractings, and to provide all the 
        appropriate information required to date by said suppliers.  Also, 
        the LESSOR agrees to make the necessary corrections as required by 
        the companies providing said utilities, and by any LESSOR 
        Improvement, in order to facilitate and allow for the rendering of 
        said services.

XIII.-  CESSION AND SUBLEASE

13.1    The LESSEE may not cede nor sublease its rights and obligations 
        hereunder, unless it obtains prior consent in written form on the 
        part of the LESSOR, which may not be denied without proper 
        justification.  Such consent may not be deemed necessary when the 
        LESSEE cedes or subleases in favor of an affiliate or subsidiary 
        provided the LESSEE and the Guarantor are jointly liable for the 
        obligations of the transferee and/or sublessor, whichever the case.

13.2    The LESSOR shall have the right to cede, in whole or in part, its 
        rights and obligations hereunder.  Consequently, the LESSEE herein 
        authorizes the LESSOR, so that the latter may formalize the cessions 
        it deems necessary. Also, the LESSOR shall have the express right of 
        guaranteeing any of its present or future obligations with its rights 
        hereunder.

XIV.-   WITHHOLDING OF RENT

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<PAGE>

The LESSEE herein waives any right to withhold the rent payments, except as
stated in clause 16.2 hereof.  Consequently the LESSEE shall pay in a timely
manner, and under the terms agreed upon herein, all rent payments the LESSEE has
a right to.

XV.-    ACCESS TO LEASED PROPERTY

15.1    Upon prior notice, and without undue interference to LESSEE'S 
        operations, the LESSOR, or its authorized representatives, shall have 
        the right to enter the Leased Property during all LESSEE'S business 
        hours, and at all times in the event of an emergency, to perform 
        repairs, modifications, or alterations to the Leased Property for 
        which it is authorized or obligated in accordance with this agreement.

15.2    The LESSOR shall have the right to show the Leased Property to any 
        prospect client within six (6) months prior to the term of this 
        lease, provided the LESSEE has not notified the LESSOR as is stated 
        in clause 7.4 hereinbefore. Prior to any demonstration, the LESSOR 
        shall communicate the identity of said client to the LESSEE, and in 
        the event the prospect client is a competitor of the LESSEE, the 
        latter shall have the right to deny such Demonstration.  By the same 
        token, during said period of six (6) months, the LESSOR shall have 
        the right to post signs its deems appropriate on the facade of the 
        Leased Property in order to promote the leasing of it.

15.3    Except in the event of emergencies, the LESSOR shall notify the 
        LESSEE before the former enters the Leased Property, and the LESSEE 
        shall have the right to accompany the representatives of the LESSOR, 
        as well as the prospect clients.

XVI.-   RIGHT OF PARTIES TO COMPLY WITH THEIR OBLIGATIONS

16.1    If at any given moment the LESSEE, fails to comply with one or more 
        of the obligations at its expense, in compliance with this lease, the 
        LESSOR, ten (10) days after it notified the LESSEE in written form 
        (or without notice in the event of an emergency), without waiver or 
        exonerating the LESSEE from compliance of any of its obligations in 
        compliance with the LEASE, shall be able, without any obligation 
        whatsoever, to enter the Leased Property in order to take all 
        necessary measures required to comply with the obligations of the 
        LESSEE hereunder.  All amounts paid by the LESSOR, and all costs and 
        expenses incurred upon by the LESSOR with respect to the compliance 
        of any obligations of the LESSEE shall be paid by the LESSEE to the 
        LESSOR when the latter so requires it.

16.2    If at any given moment the LESSOR fails to comply with its 
        obligations regarding the completion of the Industrial Installations, 
        including the aforementioned punch list on or before the 15th of 
        April, of 1998, five (5) days after it notified the LESSOR in written 
        form, without waiver or exonerating the LESSOR from compliance of any 
        of its obligations in compliance with the LEASE, shall be able, 
        without any obligation whatsoever, to carry out any act in the 
        interest of the LESSOR in compliance with the obligations of building 
        and completing the Industrial Installations hereunder.  All amounts 
        paid by the LESSEE, as well as all the costs and expenses incurred upon
        by the LESSEE with regards to compliance of any of said obligations 
        of the LESSOR, shall be paid by the LESSOR to the LESSEE when the 
        latter so requires it, or in the event they are not paid within a 
        period of thirty (30) days, said amounts shall be discounted from the 
        payment of future rents.

XVII.-  DAMAGE OR DESTRUCTION

17.1    The LESSOR and the LESSEE, respectively, shall be liable for damages 
        to the Leased Property caused by their own fault or negligence, or 
        that of their representatives, employees or visitors.

17.2    In the event the LESSEE is hindered, whether completely or partially, 
        with regards to the use of the Leased Property due to damages caused 
        by fire, Act of God or Force Majeure, or due to any other cause that 
        leads to the hindrance of its business operations, the rent shall be 
        reduced in proportion

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<PAGE>

        to the part of the Leased Property where use is hindered.  If the 
        LESSEE was hindered from using the Leased Property in its entirety, 
        the rent shall not be paid during such period in which the LESSOR 
        Improvements may not be used.  In such case, and within a period of 
        20 days following the catastrophe, the LESSOR shall swiftly proceed, 
        at its expense, and with funds coming from the insurance stated in 
        clause eight (8) hereinbefore, to begin repairs, restoration or 
        reconstruction of said LESSOR Improvements to the extent it is deemed 
        necessary to provide the LESSEE with a property of equal quality, 
        design, materials and construction than the one existing prior to the 
        occurrence of damages, within a period that shall be agreed upon by 
        both parties, and which should not exceed a period of three (3) 
        months.

17.3    Notwithstanding the aforementioned, in the event such damages or 
        destruction are total, or exceed 75% of the total insurable value of 
        the LESSOR Improvements, and the LESSOR and LESSEE determine, within 
        a period of ten (10) days following the damage or destruction, that 
        the repairs, restoration or reconstruction may not be performed 
        within a period of ninety (90) days following the damage or 
        destruction, then the LESSEE shall have the right in any of these 
        causes, and at its choice, to terminate this agreement through 
        written notice furnished to the LESSOR within thirty (30) days 
        following the date of damages with no responsibility whatsoever.  In 
        the event this agreement is terminated according to the provisions 
        stated in this clause, the rent payable by the LESSEE in compliance 
        with this agreement shall no longer be demandable in its entirety on 
        the date of damages or destruction, and the LESSOR shall reimburse 
        LESSEE with any amount received as advance payment for rent or 
        guarantee deposit.

17.4    The percentage of the insurable value referred to in the preceding 
        paragraph shall be determined by an insurance adjuster and the 
        insurance company with which the insurance provided in clause eight 
        (8) hereof was contracted.

17.5     If all obstacles to use the LESSOR Improvements are imputable to the 
        LESSEE, its representatives, employees, and visitors, the LESSEE 
        shall continue to pay the rent as if it were still making use of said 
        shell.

XVIII.- PARK OBLIGATIONS AND RESTRICTIONS

18.1    The LESSEE agrees to comply in their entirety with the Covenants and 
        Restrictions of the Park, which are annexed and are integrated herein 
        as Attachment "B", and to pay $0.50 cents (Fifty cents 50/100, legal 
        tender of the United States of America) for each square meter of the 
        land of the Leased Property per year (hereinafter the "Maintenance 
        Fee", to be apportioned according to the date of the Final Occupancy 
        during the first year), for street maintenance, common landscaping, 
        common areas, and so on, of the Industrial Park.  Said Maintenance 
        Fee shall no longer be demandable in accordance with a case of 
        catastrophe as defined in clause 17 hereof.

XIX.-   GUARANTIES

19.1    The LESSOR acknowledges receiving from the LESSEE herein, the amount 
        of $230,524.00 (Two Hundred and Thirty Thousand Five Hundred and 
        Twenty Four Dollars, 00/100, legal tender of the United States of 
        America).  From said amount the LESSOR shall apply the amount of 
        $57,631.00 (Fifty Seven Thousand Six Hundred and Thirty One, 00/100 
        Dollars, legal tender of the United States of America) as guarantee 
        deposit, which shall be reimbursed to the LESSEE upon termination of 
        this agreement, without interests, and after the LESSOR verifies, 
        through an inspector, that the Leased Property is in good condition, 
        clean, except for normal wear and tear, unless agreed upon otherwise 
        by both parties in written form.  The balance of said deposit, that 
        is, the amount of $172,893.00 (One Hundred and Seventy Two Thousand 
        Eight Hundred and Ninety Three, 00/100, Dollars, legal tender of the 
        United States of America) shall be applied to the payment of rents 
        during the first year of the Term of Agreement, by proportionally 
        amortizing said amount during the second (2nd) through twelfth (12th) 
        months of the first year of rent.

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<PAGE>

19.2    In the event of anticipated termination of this agreement due to 
        causes attributable to LESSEE, LESSOR shall have the right to 
        withhold every amount delivered to LESSOR as rent payment, whether 
        anticipated or deposit, aside from any other right pertaining to 
        LESSOR.

XX.-    NOTICES

20.1    Any notice that should be done to the parties in compliance with the 
        terms hereof shall be remitted to the addresses stated hereinbelow, 
        or to any other addresses provided from time to time by the parties.  
        Said notices shall have to be in written form and shall be delivered 
        in person.  If remitted by mail, said notices shall be considered as 
        carried through upon ten (10) days following their deposit at the 
        postal service.  If remitted via facsimile, said notices shall have 
        to be sent to the addresses and telephone numbers mentioned 
        hereinbelow.  Should the notices be sent by mail or via facsimile, a 
        duplicate of said notices should be remitted by certified mail, 
        freight prepaid, with acknowledgment of receipt to the domiciles 
        mentioned hereinbelow, or to the additional domiciles provided by the 
        parties from time to time in written form.

TO THE LESSOR:                Avenida Pacifico No. 14533
                              Parque Industrial Pacifico
                              Tijuana, Baja California,
                              RE: Mr. Frederick Clarke Sanders
                              Telephone number: (66) 81-1211
                              Facsimile number: (66) 81-1346

TO THE LESSEE:                COASTCAST TIJUANA, S. DE R.L. DE C.V.
                              Paseo del Cucapah s/n
                              Delegacion de la Presa
                              Tijuana, Baja California 22500
                              Telephone number: (66) 27-9164
                              Facsimile number: (66) 27-9168

COASTCAST CORPORATION:        3025 E. Victoria Street
                              Rancho Dominguez, California 90224
                              United States of America
                              Telephone number: (310) 638-0595
                              Facsimile number: (310) 631-2884

XXI.-   ANTICIPATED TERMINATION

The LESSOR may terminate this agreement by any of the following causes:

21.1    In the event of termination of period stipulated in clause seven (7).

21.2    Noncompliance on the part of the LESSEE to pay the monthly rent, 
        demandable by means of written notice given to the LESSEE according 
        to the terms of clause 6.5 hereof, when said noncompliance persists 
        for a period of ten (10) days following the receipt of said notice on 
        the part of the LESSEE.

21.3    Noncompliance on the part of the LESSEE on any of the covenants, 
        agreements and obligations stipulated herein when such noncompliance 
        continues for a period of ten (10) days following receipt of written 
        notice on the part of the LESSEE from the LESSOR stating such 
        circumstance.  In the event the noncompliance requires, with proper 
        justification, of a period longer than the aforementioned thirty (30) 
        days required to compensate, said term shall be extended accordingly.

21.4    A file for bankruptcy against the LESSEE or the Guarantor, if such 
        action is not cancelled within ninety

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<PAGE>

        (90) days following notice to LESSOR regarding the existence of such a
        request.

21.5    In the event of an injunction, execution, or any other measure 
        derived from a judicial decision that engages a substantial part of 
        the assets of the LESSEE or the Guarantor, said injunction, 
        execution, or measure derived from a judicial decision that remains 
        without being released or acquitted for a period of sixty (60) days 
        following the execution of said resolutions or injunctions.

21.6    In the event of appointment of a beneficiary or depositary in order 
        to take possession of all or a substantial part of the assets 
        belonging to the LESSEE or the Guarantor.

21.7    In the event both parties are unable to reach an agreement in 
        compliance with clause 23.7 hereof, referring to the manner in which 
        to mitigate any negative effect of the current price of the dollar in 
        relation to the rent, which derives from the coming into force of a 
        new legislation, or due to Force Majeure or Act of God occurring 
        within a period of sixty (60) days following the coming into effect 
        of said legislation or Force Majeure.  In the event the LESSOR 
        initiates any action to terminate or rescind this agreement against 
        the LESSEE for causes stipulated herein, the LESSEE shall reimburse 
        the LESSOR with any cost related with the vacancy of the Leased 
        Property on the part of the LESSEE, (i) if the LESSEE does not vacate 
        the Leased Property, (ii) said action is resolved in favor of the 
        LESSOR by the competent courts where the issue was cleared up, and 
        (iii) retroactive as of the date in which the corresponding action 
        was filed, the LESSEE shall pay the LESSOR as contract penalty a 
        monthly amount equal to two (2) times the monthly effective rent on 
        the date in which said action was initiated, or the effective rent 
        prior to the termination of the agreement.  The LESSEE acknowledges 
        that this clause shall not be interpreted as an authorization to 
        occupy the Leased Property after the effective period hereof.

XXII.-  RENT OPTION

22.1    The LESSOR herein grants in favor of the LESSEE an irrevocable option 
        of leasing approximately 20,000 square meters of land adjacent to the 
        Leased Property and indicated for reference in the plan annexed 
        herein as Attachment "A-2" (hereinafter the "Adjacent Land or 
        Option") for which the LESSOR agrees to carry out the construction of 
        a building, on the basis of the specifications agreed upon by the 
        LESSOR and the LESSEE.  The rent Option of the Adjacent Land shall be 
        in effect during the first five (5) years of the initial term hereof 
        and may be exercised in two phases by the LESSEE, each one for 
        approximately 10,000 square meters of land, marked for reference in 
        the plan that is annexed herein as Attachment "A-2", and also marked 
        in the same plan as Phase 1 and Phase 2 (hereinafter referred to as 
        "Phase 1", and "Phase 2", respectively).

The option granted herein shall be subject to the following terms:

22.1.1  The rent option of Phase 1 for the future construction of an 
        expansion to the Leased Property shall be granted without any 
        counterclaim for an initial term of two (2) years, beginning on the 
        Date of Commencement of the Lease.

22.1.2  Upon termination of the second year of the Date of Commencement of 
        the Lease, the LESSEE, at its choice, shall extend the term for the 
        rent option of Phase 1 without performing any construction whatsoever 
        of an industrial shell for an additional period of three (3) years, 
        against payment to the LESSOR of the amount of $5,380.00 Monthly 
        Dollars; said amount shall increase annually on every anniversary 
        date of the Date of Commencement of the Lease, at the annual rate of 
        two percent (2%).

22.1.3  The option to lease Phase 2, the Adjacent Land (or Option) for the 
        eventual construction of an expansion of the Leased Property shall be 
        granted with no consideration whatsoever for an initial term of three 
        (3) years beginning on the Date of Commencement of the Lease.  At its 
        own choice, the LESSEE may extend the term of the option with respect 
        to Phase 2 after said date, and for the remainder of the Initial Term 
        of the Lease with without any need to perform any construction 
        whatsoever, by paying LESSOR the amount of $5,380.00 Monthly Dollars, 
        additional to the amount

                                                                              14

<PAGE>

        stipulated in the preceding paragraph, and whose sum shall be 
        increased at an annual basis on the same dates and percentages as 
        those stated in paragraph 22.1.2 hereinbefore.

22.1.4  It is agreed upon that in the event the option to build an expansion 
        to the industrial building in Phase 1 of the Adjacent Land is not 
        exercised, the option to sublease Phase 2 of the Adjacent Land shall 
        be automatically cancelled.  In case the LESSEE exercises its option 
        for expansion during the term stated in paragraphs 22.1.1 and 22.1.3 
        hereinbefore, there shall be no "option" rent for the land during the 
        construction period.

22.1.5  Once the LESSEE has received notice from the LESSOR, by means of 
        which the latter informs the former of the exercise of these Options, 
        the LESSOR agrees to perform in a timely manner the preparation of 
        the preliminary plans for the construction schedule (collectively 
        referred to as the "Preliminary Expansion Plans", and said 
        Preliminary Expansion Plans shall be prepared in accordance with the 
        instructions on the part of the LESSEE, or as agreed upon by both 
        parties.  The Expansion Improvements in Phases 1 and 2, whichever the 
        case, shall have to be completed in a period of six (6) months as of 
        the date in which the LESSEE notifies the LESSOR of the former's 
        approval of the Expansion Plans.  The price for the lease shall be 
        based on the cost of the land and the construction divided by eighty 
        (80), with the understanding that said Expansion Improvements shall 
        be built by the LESSOR or by an affiliate of the LESSOR at LESSOR'S 
        expense; or otherwise, the parties shall carry out mutual 
        negotiations regarding the rent for the use of the Adjacent Land (or 
        Option), to be paid by the LESSEE.  After said period, the initial 
        rent for the Adjacent Land and/or the Improvements, whichever the 
        case, shall be increased at an annual rate of two percent (2%).  The 
        remaining terms and conditions related to said Adjacent Land and/or 
        Additional Adjacent Land and/or Improvements shall be subject to the 
        provisions hereof, when applicable, including those that relate to 
        contract penalties, rent increases, guarantee deposit, term of lease, 
        etc.  On the basis of the aforesaid, the terms related to each phase 
        must be reflected in a modification to this agreement, to be entered 
        into by and between the parties in accordance with the acceptance of 
        the LESSEE in relation to the Expansion Plans that correspond to each 
        of said phases.

22.1.5.A For purposes of calculating the rent of the Expansion, the Adjacent
         Land shall have a value of $50.00 (Fifty Dollars, 00/100, currency of
         the United States of America) per square meter as of the Date of
         Commencement of the Lease, which shall be increased at an annual rate
         of two percent (2%).

22.1.5.B The term of the lease for the Leased Property shall be coextensive
         with the expansion of the lease.

XXIII.-  MISCELLANEOUS

23.1     In the event each of the parties exercise any action against the 
        other in order to protect certain rights hereunder, said 
        noncompliance shall not be interpreted as a waiver to any right 
        derived hereof.

23.2    This agreement may only be modified by written accord signed by the
        authorized representatives of the parties.

23.3    In the event any part exercises an action against the other to demand 
        compliance of this agreement, the party obtaining favorable 
        resolution shall have a right to the expenses and costs and 
        reasonable legal fees.

23.4    In compliance to what is provisioned by article 2869, paragraph III 
        of the Civil Code for the State of Baja California, both parties 
        agree to register this agreement, at LESSEE'S expense, in the 
        REGISTRO PUBLICO DE LA PROPIEDAD (Public Registry of the Property), 
        in the city of Tijuana, B.C., in the understanding that both parties 
        agree to carry out all acts, ratifications, and certifications 
        required for such purposes.

23.5    In the event of controversy due to the interpretation and compliance 
        hereof, the parties expressly submit to the settlement of their 
        controversies in arbitration in accordance with the terms stipulated

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<PAGE>

        in the Code of Commerce currently in effect in Mexico, for which both 
        parties agree that the arbitration decision should be carried out in 
        the Spanish language, with one sole arbitrator, who shall be an 
        expert of matters of leasing of industrial shells, with domicile in 
        Tijuana, Baja California, and said arbitrator shall be designated by 
        mutual accord of the parties, and in the event of not reaching an 
        agreement, the arbitrator shall be designated at the request of any 
        of the parts by the Professional Association of Civil Engineers of 
        the city of Tijuana, Baja California. Each party shall be responsible 
        for its own costs and fees derived from the arbitration decision, and 
        said costs and fees shall have to be eventually divided into equal 
        parts between the parties.  The arbitration decision shall be 
        considered final and not subject to appeal.

        Notwithstanding the aforementioned, the parties agree that in any 
        matter related with the noncompliance or termination of this 
        agreement, they shall expressly submit to the jurisdiction of the 
        Civil Courts of the city of Tijuana, Baja California, thereby waiving 
        any other jurisdiction which might be applicable by reason of their 
        present of future domiciles o otherwise.

23.6    In the event any provision hereof is by any one reason or another 
        forbidden or not demandable in any aspect, this Agreement shall have 
        to be interpreted as if said provision was never included within said 
        agreement.

23.7    In view of the fact that is the intention of the parties under the 
        terms hereof, that the LESSOR receives the Total Value of the Dollar 
        with regards to the rents during the entire term of this agreement 
        and its extensions, and that the LESSEE may make use of the Leased 
        Property during said periods, both parties agree that in the event a 
        new legislation comes into effect in the future, or that by an Act of 
        God or Force Majeure, the effects deriving with regarding to this, 
        provided they are exercised by the LESSEE, are those referring to the 
        current price of the dollar as it undergoes a substantial reduction 
        with respect to the payment of rent to the LESSOR, the LESSEE agrees 
        not to exercise any of said rights that may derive in such decrease, 
        unless such rights are a consequence of the Law. Notwithstanding the 
        aforementioned and in order to be able to mitigate any negative 
        effect on the value of the Dollar with regards to the rent, and so 
        that the LESSOR may comply with its financial commitments contracted 
        by the construction of the LESSOR Improvements, the LESSOR and LESSEE 
        agree to carry out a diligent and comprehensive search for an 
        equitable and law-abiding solution at that moment, so that the LESSOR 
        may continue to receive the total value of the dollar with regards to 
        the rent payments, and the LESSEE continues to enjoy and occupy the 
        Leased Property.

XXIV.-  CORPORATE GUARANTEE

24.1    The LESSEE hereby delivers a guarantee from COASTCAST CORPORATION 
        (for purposes of this agreement, the "Guarantor") to the LESSOR, 
        under the Document of Guarantee, which is annexed herein as 
        Attachment "D". Moreover, COASTCAST CORPORATION agrees to guarantee 
        all and each one of the obligations of the LESSEE hereunder.  Also, 
        COASTCAST CORPORATION shall have to provide the LESSOR with the 
        information audited on annual basis regarding its financial situation 
        during the entire term of this agreement.

IN WITNESS WHEREOF, the parties enter into this Lease Agreement in the places
and dates indicated as follows:

                                                                              16

<PAGE>

THE LESSOR                         THE LESSEE
MR. FREDERICK CLARKEE SANDERS      COASTCAST TIJUANA,
                                   S. DE R.L. DE C.V.


------------------------------     -----------------------------------
     (SIGNED)                      Name:  Ramon Ibarra Franco
Place: San Diego, California                   (SIGNED)
Date: January 5, 1998              Place:
                                         -----------------------------
                                   Date: January 5, 1998


MR. FREDERICK CLARKE SANDERS
FLOURIE



---------------------------------
     (SIGNED)
Place: San Diego, California
Date: January 5, 1998


MS. MONIQUE SANDERS FLOURIE



---------------------------------
     (SIGNED)
Place: San Diego, California
Date: January 5, 1998


MR. SCOTT MICHAEL SANDERS FLOURIE



---------------------------------
     (SIGNED)
Place: San Diego, California
Date: January 5, 1998

                                                                              17

<PAGE>

MR. CARLO MUZQUIZ DAVILA



---------------------------------
     (SIGNED)
Place: San Diego, California


                         THE GUARANTOR
                         COASTCAST CORPORATION



                         --------------------------------
                              (SIGNED)
                         Name: Dick W. Mora
                         Place: (RANCHO DOMINGUEZ, CA.)
                              --------------------------
                         Date: January 5, 1998


BANCRECER, S.A.                         WITNESS
INSTITUCION DE BANCA MULTIPLE
GRUPO FINANCIERO BANCRECER
DIVISION FIDUCIARIA



-----------------------------           -----------------------------------
     (SIGNED)                                    (SIGNED)
(ILLEGIBLE NAME OF REVIEWER)            Name: MR. ANGEL ORTEGA

                                                                              18