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                                    AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION


          STANDARD INDUSTRIAL/COMMERCIAL SINGLE-TENANT LEASE--GROSS
                   (DO NOT USE THIS FORM FOR MULTI-TENANT PROPERTY)

1.   BASIC PROVISIONS ("BASIC PROVISIONS")

     1.1  PARTIES:  This Lease ("LEASE"), dated for reference purposes only, 
April 15, 1998, is made by and between Robert Steele, et al ("LESSOR") and 
Burke Industries, Inc., A California Corporation ("LESSEE"), (collectively 
the "PARTIES," or individually a "PARTY").

     1.2  PREMISES:  That certain real property, including all improvements 
therein or to be provided by Lessor under the terms of this Lease, and 
commonly known as 10039 Norwalk Blvd. Santa Fe Springs, located in the County 
of Los Angeles, State of California, and generally described as (describe 
briefly the nature of the property and, if applicable, the "PROJECT", if the 
property is located within a Project) that approximately 56,068 square feet 
building situated on approximately 111,474 square feet of land and as shown 
on Exhibit "A" attached ("PREMISES").  (See also Paragraph 2)

     1.3  TERM:  5 years and 2 months ("ORIGINAL TERM") commencing May 1, 
1998 ("COMMENCEMENT DATE") and ending June 30, 2003 ("EXPIRATION DATE").  
(See also Paragraph 3)

     1.4  EARLY POSSESSION:  upon lease execution ("EARLY POSSESSION DATE"). 
(See also Paragraphs 3.2 and 3.3)

     1.5  BASE RENT:  $20,184.48 per month ("BASE RENT"), payable on the 1st 
day of each month commencing May 1, 1998 (See also Paragraph 4)

/ /  If this box is checked, there are provisions in this Lease for the Base 
Rent to be adjusted and/or for common area maintenance charges.

     1.6  BASE RENT PAID UPON EXECUTION:  $20,184.48 as Base Rent for the 
period July 1998.

     1.7  SECURITY DEPOSIT:  $20,184.48 ("SECURITY DEPOSIT").  (See also 
Paragraph 5)

     1.8  AGREED USE:  Manufacturing, warehousing, sales, administration, 
storage and distribution of custom molded elastomeric products, and hose 
extrusions.  (See also Paragraph 6)

     1.9  INSURING PARTY:  Lessor is the "INSURING PARTY".  The annual "BASE 
PREMIUM" is $6,600.  (See also Paragraph 8) with evidence of premium invoice 
provided to Lessee.

     1.10 REAL ESTATE BROKERS:  (See also Paragraph 15)

          (a)  REPRESENTATION:  The following real estate brokers (collectively,
the "BROKERS") and brokerage relationships exist in this transaction (check
applicable boxes):

/X/ CB Commercial represents Lessor exclusively ("LESSOR'S BROKER"); 

/X/ The Seeley Company represents Lessee exclusively ("LESSEE'S BROKER"); or

/ / _________________________ represents both Lessor and Lessee ("DUAL AGENCY").

          (b)  PAYMENT TO BROKERS:  Upon execution and delivery of this Lease by
both Parties, Lessor shall pay to the Broker the fee agreed to in their separate
written agreement (or if there is no such agreement, the sum of
__________________% of the total Base Rent for the brokerage services rendered
by said Broker).

     1.11 GUARANTOR.  The obligations of the Lessee under this Lease are to be
guaranteed by  N/A   ("GUARANTOR").  (See also Paragraph 37)

     1.12 ADDENDA AND EXHIBITS.  Attached hereto is an Addendum or Addenda
consisting of Paragraphs 1 through 9 and Exhibit A & Exhibit B, all of which
constitute a part of this Lease.

2.   PREMISES.

     2.1  LETTING.  Lessor hereby leases to Lessee, and Lessee hereby leases
from Lessor, the Premises, for the term, at the rental, and upon all of the
terms, covenants and conditions set forth in this Lease.  Unless otherwise
provided herein, any statement of size set forth in this Lease, or that may have
been used in 

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calculating rental, is an approximation which the Parties agree is reasonable 
and the rental based thereon is not subject to revision whether or not the 
actual size is more or less.

     2.2  CONDITION.  Lessor shall deliver the Premises broom clean and free of
debris on the Commencement Date or the Early Possession Date, whichever first
occurs ("START DATE"), and warrants that the existing electrical, plumbing, fire
sprinkler system, lighting, heating, ventilating and air conditioning systems
("HVAC"), loading doors, if any, and all other such elements of the building, in
the Premises, other than those constructed by Lessee, shall be in good operating
condition on said date and that the surface and structural elements of the roof,
bearing walls and foundation of any buildings on the Premises (the "BUILDING")
shall be free of material defects.  If a non-compliance with said warranty
exists as of the Start Date, Lessor shall, except as otherwise provided in this
Lease, promptly after receipt of written notice from Lessee setting forth with
specificity the nature and extent of such non-compliance, rectify same at
Lessor's expense.  If, after the Start Date, Lessee does not give Lessor written
notice of any non-compliance with this warranty within (i) six (6) months as to
the HVAC systems or (ii) thirty (30) days as to the remaining systems and other
elements of the Building, correction of such non-compliance shall be the
obligation of Lessee at Lessee's sole cost and expense, except for the roof,
foundations, and bearing walls which are handled as provided in paragraph 7.

     2.3  COMPLIANCE.  Lessor warrants that the improvements on the Premises
comply with all applicable laws, covenants or restrictions of record, building
codes, regulations and ordinances ("APPLICABLE REQUIREMENTS") in effect on the
Start Date.  Said warranty does not apply to the use to which Lessee will put
the Premises or to any Alterations or Utility Installations (as defined in
Paragraph 7.3(a)) made or to be made by Lessee.  NOTE:  Lessee is responsible
for determining whether or not the zoning is appropriate for Lessee's intended
use, and acknowledges that past uses of the Premises may no longer be allowed. 
If the Premises do not comply with said warranty, Lessor shall, except as
otherwise provided, promptly after receipt of written notice from Lessee setting
forth with specificity the nature and extent of such non-compliance, rectify the
same at Lessor's expense.  If Lessee does not give Lessor written notice of a
non-compliance with this warranty within six (6) months following the Start
Date, correction of that non-compliance shall be the obligation of Lessee at
Lessee's sole cost and expense.  If the Applicable Requirements are hereafter
changed (as opposed to being in existence at the Start Date, which is addressed
in Paragraph 6.2(e) below) so as to require during the term of this Lease the
construction of an addition to or an alteration of the Building, the remediation
of any Hazardous Substance, or the reinforcement or other physical modification
of the Building ("CAPITAL EXPENDITURE"), Lessor and Lessee shall allocate the
cost of such work as follows:

          (a)  Subject to Paragraph 2.3(c) below, if such Capital Expenditures
are required as a result of the specific and unique use of the Premises by
Lessee as compared with uses by tenants in general, Lessee shall be fully
responsible for the cost thereof, provided, however that if such Capital
Expenditure is required during the last two (2) years of this Lease and the cost
thereof exceeds six (6) months' Base Rent, Lessee may instead terminate this
Lease unless Lessor notifies Lessee, in writing, within ten (10) days after
receipt of Lessee's termination notice that Lessor has elected to pay the
difference between the actual cost hereof and the amount equal to six (6)
months' Base Rent.  If Lessee elects termination, Lessee shall immediately cease
the use of the Premises which requires such Capital Expenditure and deliver to
Lessor written notice specifying a termination date at least ninety (90) days
thereafter.  Such termination date shall, however, in no event be earlier than
the last day that Lessee could legally utilize the Premises without commencing
such Capital Expenditure.

          (b)  If such Capital Expenditure is not the result of the specific and
unique use of the Premises by Lessee (such as, governmentally mandated seismic
modifications), then Lessor and Lessee shall allocate the obligation to pay for
such costs pursuant to the provisions of Paragraph 7.1(c); provided, however,
that if such Capital Expenditure is required during the last two years of this
Lease or if Lessor reasonably determines that it is not economically feasible to
pay its share thereof, Lessor shall have the option to terminate this Lease upon
ninety (90) days prior written notice to Lessee unless Lessee notifies Lessor,
in writing, within ten (10) days after receipt of Lessor's termination notice
that Lessee will pay for such Capital Expenditure.  If Lessor does not elect to
terminate, and fails to tender its share of any Capital Expenditure, Lessee may
advance such funds and deduct same, with interest from Rent until Lessor's share
of such costs have been fully paid.  If Lessee is unable to finance Lessor's
share, or if the balance of the Rent due and payable for the remainder of this
Lease is not sufficient to fully reimburse Lessee on an offset basis, Lessee
shall have the right to terminate this Lease upon thirty (30) days written
notice to Lessor.

          (c)  Notwithstanding the above, the provisions concerning Capital
Expenditures are intended to apply only to non-voluntary, unexpected, and new
Applicable Requirements.  If the Capital Expenditures are instead triggered by
Lessee as a result of an actual or proposed change in use, change in intensity
of use, or modification of the Premises then, and in that event, Lessee shall be
fully responsible for the cost thereof, and Lessee shall not have any right to
terminate this Lease.

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     2.4  ACKNOWLEDGMENTS.  Lessee acknowledges that:  (a) it has been 
advised by the Lessor and/or Brokers to satisfy itself with respect to the 
condition of the Premises (including but not limited to the electrical, HVAC 
and fire sprinkler systems, security, environmental aspects, and compliance 
with Applicable Requirements) and their suitability for Lessee's intended 
use; (b) Lessee has made such investigation as it deems necessary with 
reference to such matters and assumes all responsibility therefor as the same 
relate to its occupancy of the Premises; and (c) neither Lessor, Lessor's 
agents, nor any Broker has made any oral or written representations or 
warranties with respect to the said matters other than as set forth in this 
Lease.  In addition, Lessor acknowledges that:  (a) Broker has made no 
representations, promises or warranties concerning Lessee's ability to honor 
the Lease or suitability to occupy the Premises; and (b) it is Lessor's sole 
responsibility to investigate the financial capability and/or suitability of 
all proposed tenants.

     2.5  LESSEE AS PRIOR OWNER/OCCUPANT.  The warranties made by Lessor in 
this Paragraph 2 shall be of no force or effect if immediately prior to the 
Start Date Lessee was the owner or occupant of the Premises.  In such event, 
Lessee shall be responsibly for any necessary corrective work. 

3.   TERM.

     3.1  TERM.  The Commencement Date, Expiration Date and Original Term of 
this Lease are as specified in Paragraph 1.3.

     3.2  EARLY POSSESSION.  If Lessee totally or partially occupies the 
Premises prior to the Commencement Date, the obligation to pay Base Rent 
shall be abated for the period of such early possession.  All other terms of 
this Lease shall, however be in effect during such period.  Any such early 
possession shall not affect the Expiration Date.

     3.3  DELAY IN POSSESSION.  Lessor agrees to use its best commercially 
reasonable efforts to deliver possession of the Premises to Lessee by the 
Commencement Date.  If, despite said efforts, Lessor is unable to deliver 
possession as agreed, Lessor shall not be subject to any liability therefor, 
nor shall such failure affect the validity of this Lease.  Lessee shall not, 
however, be obligated to pay Rent or perform any other obligation until it 
receives possession of the Premises.  If possession is not delivered within 
sixty (60) days after the Commencement Date, Lessee may, at its option, by 
notice in writing within ten (10) days after the end of such sixty (60) day 
period, cancel this Lease, in which event the Parties shall be discharged 
from all obligations hereunder.  If such written notice is not received by 
Lessor within said ten (10) day period, Lessee's right to cancel shall 
terminate. Except as otherwise provided, if possession is not tendered to 
Lessee by the Start Date and Lessee does not terminate this Lease, as 
aforesaid, any period of rent abatement that Lessee would otherwise have 
enjoyed shall run from the date of delivery of possession and continue for a 
period equal to what Lessee would otherwise have enjoyed under the terms 
hereof, but minus any days of delay caused by the acts, changes or omissions 
of Lessee.  If possession of the Premises is not delivered within four (4) 
months after the Commencement Date, this Lease shall terminate unless other 
agreements are reached between Lessor and Lessee in writing.

     3.4  LESSEE COMPLIANCE.  Lessor shall not be required to tender 
possession of the Premises to Lessee until Lessee complies with its 
obligation to provide evidence of insurance (Paragraph 8.5).  Pending 
delivery of such evidence, Lessee shall be required to perform all of its 
obligations under this Lease from and after the Start Date, including the 
payment of Rent, notwithstanding Lessor's election to withhold procession 
pending receipt of such evidence of insurance.  Further, if Lessee is 
required to perform any other conditions prior to or concurrent with the 
Start Date, the Start Date shall occur but Lessor may elect to withhold 
possession until such conditions are satisfied.

4.   RENT.

     4.1  RENT DEFINED.  All monetary obligations of Lessee to Lessor under 
the terms of this Lease (except for the Security Deposit) are deemed to be 
rent ("Rent").

     4.2  PAYMENT.  Lessee shall cause payment of Rent to be received by 
Lessor in lawful money of the United States, without offset or deduction 
(except as specifically permitted in this Lease), on or before the day on 
which it is due. Rent for any period during the term hereof which is for less 
than one (1) full calendar month shall be prorated based upon the actual 
number of days of said month.  Payment of Rent shall be made to Lessor at its 
address stated herein or to such other persons or place as Lessor may from 
time to time designate in writing.  Acceptance of a payment which is less 
than the amount then due shall not be a waiver of Lessor's rights to the 
balance of such Rent, regardless of Lessor's endorsement of any check so 
stating.

5.   SECURITY DEPOSIT.  Lessee shall deposit with Lessor upon execution 
hereof the Security Deposit as security for Lessee's faithful performance of 
its obligations under this Lease.  If Lessee fails to pay Rent or 

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otherwise Defaults under this Lease, Lessor may use, apply or retain all or 
any portion of said Security Deposit for the payment of any amount due Lessor 
or to reimburse or compensate Lessor for any liability, expense, loss or 
damage which Lessor may suffer or incur by reason thereof.  If Lessor uses or 
applies all or any portion of said Security Deposit, Lessee shall within ten 
(10) days after written request therefor deposit monies with Lessor 
sufficient to restore said Security Deposit to the full amount required by 
this Lease.  If the Base Rent increases during the term of this Lease, Lessee 
shall, upon written request from Lessor, deposit additional monies with 
Lessor so that the total amount of the Security Deposit shall at all times 
bear the same proportion to the increase Base Rent as the initial Security 
Deposit bore to the initial Base Rent.  Should the Agreed Use be amended to 
accommodate a material change in the business of Lessee or to accommodate a 
sublessee or assignee, Lessor shall have the right to increase the Security 
Deposit to the extent necessary, in Lessor's reasonable judgment, to account 
for any increased wear and tear that the Premises may suffer as a result 
thereof.  If a change in control of Lessee occurs during this Lease and 
following such change the financial condition of Lessee is, in Lessor's 
reasonable judgment, significantly reduced, Lessee shall deposit such 
additional monies with Lessor as shall be sufficient to cause the Security 
Deposit to be at a commercially reasonable level based on said change in 
financial condition. Lessor shall not be required to keep the Security 
Deposit separate from its general accounts.  Within fourteen (14) days after 
the expiration or termination of this Lease, if Lessor elects to apply the 
Security Deposit only to unpaid Rent, and otherwise within thirty (30) days 
after the Premises have been vacated pursuant to Paragraph 7.4(c) below, 
Lessor shall return that portion of the Security Deposit not used or applied 
by Lessor.  No part of the Security Deposit shall be considered to be held in 
trust, to bear interest or to be prepayment for any monies to be paid by 
Lessee under this Lease.

6.   USE.

     6.1  USE.  Lessee shall use and occupy the Premises only for the Agreed 
Use, or any other legal use which is reasonably comparable thereto, and for 
no other purpose.  Lessee shall not use or permit the use of the Premises in 
a manner that is unlawful, creates damage, waste or a nuisance, or that 
disturbs owners and/or occupants of, or causes damage to neighboring 
properties.  Lessor shall not unreasonably withhold or delay its consent to 
any written request for a modification of the Agreed Use, so long as the same 
will not impair the structural integrity of the improvements on the Premises 
or the mechanical or electrical systems therein, or is not significantly more 
burdensome to the Premises. If Lessor elects to withhold consent, Lessor 
shall within five (5) business days after such request give written 
notification of same, which notice shall include an explanation of Lessor's 
reasonable objections to the change in use.

     6.2  HAZARDOUS SUBSTANCES.  See Addendum Paragraph 9.

          (a)  REPORTABLE USES REQUIRE CONSENT.  The term "HAZARDOUS SUBSTANCE"
as used in this Lease shall mean any product, 

     6.3  LESSEE'S COMPLIANCE WITH APPLICABLE REQUIREMENTS.  Except as otherwise
provided in this Lease, Lessee shall, at Lessee's sole expense, fully,
diligently and in a timely manner, materially comply with all Applicable
Requirements, the requirements of any applicable fire insurance underwriter or
rating bureau, and the reasonable recommendations of Lessor's engineers and/or
consultants which relate in any manner to the Premises, without regard to
whether said requirements are not in effect or become effective after the Start
Date.  Lessee shall, within ten (10) days after receipt of Lessor's written
request, provide Lessor with copies of all permits and other documents, and
other information evidencing Lessee's compliance with any Applicable
Requirements specified by Lessor, and shall immediately upon receipt, notify
Lessor in writing (with copies of any documents involved) of any threatened or
actual claim, notice, citation, warning, complaint or report pertaining to or
involving failure by Lessee or the Premises to  comply with any Applicable
Requirements.

     6.4  INSPECTION; COMPLIANCE.  Lessor and Lessor's "Lender" (as defined in
Paragraph 30 below) and consultants shall have the right to enter into Premises
at any time, in the case of an emergency, and otherwise at reasonable times, for
the purpose of inspecting the condition of the Premises and for verifying
compliance by Lessee with this Lease.  The cost of any such inspections shall be
paid by Lessor, unless a violation of Applicable Requirements, or a
contamination is found to exist or be imminent, or the inspection is requested
or ordered by a governmental authority.  In any such case, Lessee shall upon
request reimburse Lessor for the cost of such inspections, so long as such
inspection is reasonably related to the violation or contamination.

7.   MAINTENANCE; REPAIRS; UTILITY INSTALLATIONS; TRADE FIXTURES AND
ALTERATIONS.

     7.1  LESSEE'S OBLIGATIONS.

          (a)  IN GENERAL.  Subject to the provisions of Paragraphs 2.2
(Condition), 2.3 (Compliance  with Covenants, Restrictions and Building Code),
6.3 (Lessee's Compliance with Applicable Requirements), 7.2 (Lessor's
Obligations), 9 (Damage and Destruction), and 14 (Condemnation), Lessee shall,
at Lessee's sole 

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expense, keep the Premises, Utility Installations, and Alterations in good 
order, condition and repair (whether or not the portion of the Premises 
requiring repairs, or the means of repairing the same, are reasonably or 
readily accessible to Lessee, and whether or not the need for such repairs 
occurs as a result of Lessee's use, any prior use, the elements or the age of 
such portion of the Premises), including, but not limited to, all equipment 
or facilities, such as plumbing, heating, ventilating, air conditioning, 
ventilating, electrical, lighting facilities, boilers, pressure vessels, fire 
protection system, fixtures, walls (interior and exterior), ceilings, roofs, 
floors, windows, doors, skylights, landscaping, driveways, parking lots, 
fences, signs, sidewalks and parkways located in, on, or adjacent to the 
Premises.  Lessee is also responsible for keeping the roof and roof drainage 
clean and free of debris.  Lessor shall keep the surface and structural 
elements of the roof, foundations and bearing walls in good repair (see 
paragraph 7.2).  Lessee, in keeping the Premises in good order, condition and 
repair, shall exercise and perform good maintenance practices.  Lessee's 
obligations shall include restorations, replacements or renewals when 
necessary to keep the Premises and all improvements thereon or a part thereof 
in good order, condition and state of repair.  Lessee shall, during the term 
of this Lease, keep the exterior appearance of the Building in a first-class 
condition (including, e.g., graffiti removal) consistent with the exterior 
appearance of other similar facilities of comparable age and size in the 
vicinity, including, when necessary, the exterior repainting of the Building. 
Lessee will not be required to paint the building exterior more frequently 
than every five (5) years.

          (b)  SERVICE CONTRACTS.  Lessee shall, at Lessee's sole expense,
procure and maintain contracts, with copies to Lessor, in customary form and
substance for, and with contractors specializing and experienced in the
maintenance of the following equipment and improvements ("Basic Elements"), if
any, if and when installed on the Premises:  (i) HVAC equipment, (ii) boiler and
pressure vessels, (iii) fire extinguishing systems, including the fire alarm
and/or smoke detection, (iv) landscaping and irrigation systems, (v) driveways
and parking lots, (vi) clarifiers, (vii) basic utility feed to the perimeter of
the Building, and (viii) any other equipment, if reasonably required by Lessor.

          (c)  REPLACEMENT.  Subject to Lessee's indemnification of Lessor as
set forth in Paragraph 8.7 below, and without relieving Lessee of liability
resulting from Lessee's failure to exercise and perform good maintenance
practices, if the Basic Elements described in Paragraph 7.1(b) cannot be
repaired other than at a cost which is in excess of 50% of the cost of replacing
such Basic Elements, then such Basic Elements shall be replaced by lessor, and
the cost thereof shall be prorated between the Parties and Lessee shall only be
obligated to pay, each month during the remainder of the term of this Lease, on
the date on which Base Rent is due, an amount equal to the product of
multiplying the cost of such replacement by a fraction, the numerator of which
is one, and the denominator of which is the number of months of the useful life
of such replacement as such useful life is specified pursuant to Federal income
tax regulations or guidelines for depreciation thereof (including interest on
the unamortized balance as is then commercially reasonable in the judgment of
Lessor's accountants), with Lessee reserving the right to repay its obligation
at any time.

     7.2  LESSOR'S OBLIGATIONS.  Subject to the provisions of Paragraphs 2.2 
(Condition), 2.3 (Compliance  with Covenants, Restrictions and Building Code), 9
(Damage or Destruction), and 14 (Condemnation), it is intended by the Parties
hereto that Lessor have no obligation, in any manner whatsoever, to repair and
maintain the Premises, or the equipment therein, all of which obligations are
intended to be that of the Lessee, except for the surface and structural
elements of the roof, foundation and bearing walls, the repair of which shall be
the responsibility of Lessor upon receipt of notice that such a repair is
necessary.  It is the intention of the Parties that the terms of this Lease
govern the respective obligations of the Parties as to maintenance and repair of
the Premises, and they expressly waive the benefit of any statute now or
hereafter in effect to the extent it is inconsistent with the terms of this
Lease.

     7.3  UTILITY INSTALLATIONS; TRADE FIXTURES; ALTERATIONS WHICH COST MORE
THAN $25,000.

          (a)  DEFINITIONS; CONSENT REQUIRED.  The term "UTILITY INSTALLATIONS"
refers to all floor and window coverings, air lines, power panels, electrical
distribution, security and fire protection systems, communication systems,
lighting fixtures, HVAC equipment, plumbing, and fencing in or on the Premises. 
The term "TRADE FIXTURES" shall mean Lessee's machinery and equipment that can
be removed without doing material damage to the Premises.  The term
"ALTERATIONS" shall mean any modification of the improvements, other than
Utility Installations or Trade Fixtures, whether by addition or deletion. 
"LESSEE OWNED ALTERATIONS AND/OR UTILITY INSTALLATIONS" are defined as
Alterations and/or Utility Installations made by lessee that are not yet owned
by Lessor pursuant to Paragraph 7.4(a).  Lessee shall not make any Alterations
or Utility Installations to the Premises without Lessor's prior written consent.
Lessee may, however, make non-structural Utility Installations to the interior
of the Premises (excluding the roof) without such consent but upon notice to
Lessor, as long as they are not visible from the outside, do not involve
puncturing, relocating or removing the roof or any existing walls, and the
cumulative cost thereof during this Lease as extended does not exceed $150,000
in the aggregate or $25,000 per utility installation in any one year.

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          (b)  CONSENT.  Any Alterations or Utility Installations that Lessee 
shall desire to make and which require the consent of the Lessor shall be 
presented to Lessor in written form with detailed plan.  Consent shall be 
deemed conditioned upon Lessee's:  (i) acquiring all applicable governmental 
permits, (ii) furnishing Lessor with copies of such permits and the plans and 
specifications prior to commencement of the work, and (iii) compliance with 
all conditions of said permits and other Applicable Requirements in a prompt 
and expeditious manner.  Any Alterations or Utility Installations shall be 
performed in a workmanlike manner with good and sufficient materials.  Lessee 
shall promptly upon completion furnish Lessor with as-built plans and 
specifications. For work which costs an amount equal to the greater of one 
month's Base Rent, or $25,000, Lessor may condition its consent upon Lessee 
providing a lien and completion bond in an amount equal to one and one-half 
times the estimated cost of such Alteration or Utility Installation and/or 
upon Lessee's posting an additional Security Deposit with Lessor.

          (c)  INDEMNIFICATION.  Lessee shall pay, when due, all claims for 
labor or materials furnished or alleged to have been furnished to or for 
Lessee at or for use on the Premises, which claims are or may be secured by 
any mechanics' or materialmen's lien against the Premises or any interest 
therein. Lessee shall give Lessor not less than ten (10) days' notice prior 
to the commencement of any work in, on or about the Premises, and Lessor 
shall have the right to post notices of non-responsibility.  If Lessee shall 
contest the validity of any such lien, claim or demand, then Lessee shall, at 
its sole expense defend and protect itself, Lessor and the Premises against 
the same and shall pay and satisfy any such adverse judgment that may be 
rendered thereon before the enforcement thereof.  If Lessor shall require, 
Lessee shall furnish a surety bond in an amount equal to one and one-half 
times the amount of such contested lien, claim or demand, indemnifying Lessor 
against liability for the same.  If Lessor elects to participate in any such 
action, Lessee shall pay Lessor's attorneys' fees and costs.

     7.4  OWNERSHIP; REMOVAL; SURRENDER, AND RESTORATION.

          (a)  OWNERSHIP.  Subject to Lessor's right to require removal or 
elect ownership as hereinafter provided, all Alterations and Utility 
Installations made by Lessee shall be the property of Lessee, but considered 
a part of the Premises.  Lessor may, at any time, elect in writing to be the 
owner of all or any specified part of the Lessee Owned Alterations and 
Utility Installations. Unless otherwise instructed per subparagraph 7.4(b) 
hereof, all Lessee Owned Alterations and Utility Installations shall, at the 
expiration or termination of this Lease, become the property of Lessor and be 
surrendered by Lessee with the Premises.

          (b)  REMOVAL.  By delivery to Lessee of written notice from Lessor 
not earlier than ninety (90) and not later than thirty (30) days prior to the 
end of the term of this Lease, Lessor may require that any or all Lessee 
Owned Alterations or Utility Installations be removed by the expiration or 
termination of this Lease.  Lessor may require the removal at any time of all 
or any part of any Lessee Owned Alterations or Utility Installations made 
without the required consent.

          (c)  SURRENDER/RESTORATION.  Lessee shall surrender the Premises by 
the Expiration Date or any earlier termination date, with all of the 
improvements, parts and surfaces thereof broom clean and free of debris, and 
in good operating order, condition and state of repair, ordinary wear and 
tear excepted.  "Ordinary wear and tear" shall not include any damage or 
deterioration that would have been prevented by good maintenance practice. 
Lessee shall repair any damage occasioned by the installation, maintenance or 
removal of Trade Fixtures, Lessee Owned Alterations and/or Utility 
Installations, furnishings and equipment as well as the removal of any 
storage tank installed by or for Lessee, and the removal, replacement, or 
remediation of any soil, material or groundwater contaminated by Lessee.  
Trade Fixtures shall remain the property of Lessee and shall be removed by 
Lessee.  The failure by Lessee to timely vacate the Premises pursuant to this 
Paragraph 7.4(c) without the express written consent of Lessor shall 
constitute a holdover under the provisions of Paragraph 26 below.

8.   INSURANCE; INDEMNITY.

     8.1  PAYMENT OF PREMIUM INCREASES.  

          (a)  Lessee shall pay to Lessor any insurance cost increase 
("Insurance Cost Increase") occurring during the term of this Lease.  
"Insurance Cost Increase" is defined as any increase in the actual cost of 
the insurance required under Paragraph 8.2(b), 8.3(a) and 8.3(b) ("Required 
Insurance"), over and above the Base Premium as hereinafter defined 
calculated on an annual basis. "Insurance Cost Increase" shall include but 
not be limited to increases resulting from the nature of Lessee's occupancy, 
any act or omission of Lessee, requirements of the holder of mortgage or deed 
of trust covering the Premises, increased valuation of the Premises and/or a 
premium rate increase.  The parties are encouraged to fill in the Base 
Premium in Paragraph 1.9 with a reasonable premium for the Required Insurance 
based on the Agreed Use of the Premises.  If the parties fail to insert a 
dollar amount in Paragraph 1.8, then the Base Premium shall be the lowest 
annual 

                                      6
<PAGE>

premium reasonably obtainable for the Required Insurance as of the 
commencement of the Original Term for the Agreed Use of the Premises.  In no 
event, however, shall Lessee be responsible for any portion of the increase 
in the premium cost attributable to liability insurance carried by Lessor 
under Paragraph 8.1(b) in excess of $2,000,000 per occurrence.

          (b)  Lessee shall pay any such Insurance Cost Increase to Lessor 
within thirty (30) days after receipt by Lessee of a copy of the premium 
statement or other reasonable evidence of the amount due.  If the insurance 
policies maintained hereunder cover other property besides the Premises, 
Lessor shall also deliver to Lessee a statement of the amount of such 
Insurance Cost Increase attributable only to the Premises showing in 
reasonable detail the manner in which such amount was computed.  Premiums for 
policy periods commencing prior to, or extending beyond the term of this 
Lease, shall be prorated to correspond to the term of this Lease.

     8.2  LIABILITY INSURANCE.

          (a)  CARRIED BY LESSEE.  Lessee shall obtain and keep in force a 
Commercial General Liability Policy of Insurance protecting Lessee and Lessor 
against claims for bodily injury, personal injury and property damage based 
upon or arising out of the ownership, use, occupancy or maintenance of the 
Premises and all areas appurtenant thereto.  Such insurance shall be on an 
occurrence basis providing single limit coverage in an amount not less than 
$2,000,000 per occurrence with an "Additional Insured-Managers or Lessors of 
Premises Endorsement" and contain the "Amendment of the Pollution Exclusion 
Endorsement" for damage caused by heat, smoke or fumes from a hostile fire.  
The Policy shall not contain any intra-insured exclusions as between insured 
persons or organizations, but shall include coverage for liability assumed 
under this Lease as an "insured contract" for the performance of Lessee's 
indemnity obligations under this Lease.  The limits of said insurance shall 
not, however, limit the liability of Lessee nor relieve Lessee of any 
obligation hereunder.  All insurance carried by Lessee shall be primary to 
and not contributory with any similar insurance carried by Lessor, whose 
insurance shall be considered excess insurance only.

          (b)  CARRIED BY LESSOR.  Lessor shall maintain liability insurance 
as described in Paragraph 8.2(a) in addition to, and not in lieu of, the 
insurance required to be maintained by Lessee.  Lessee shall not be named as 
an additional insured therein

     8.3  PROPERTY INSURANCE - BUILDING, IMPROVEMENTS AND RENTAL VALUE.

          (a)  BUILDING AND IMPROVEMENTS.  The Insuring Party shall obtain 
and keep in force a policy or policies in the name of Lessor, with loss 
payable to Lessor, any groundlessor, and to any Lender(s) insuring loss or 
damage to the Premises.  The amount of such insurance shall be equal to the 
full replacement cost of the Premises, as the same shall exist from time to 
time, or the amount required by any Lenders, but in no event more than the 
commercially reasonable and available insurable value thereof.  If Lessor is 
the Insuring Party, however, Lessee Owned Alterations and Utility 
Installations, Trade Fixtures, and Lessee's personal property shall be 
insured by Lessee under Paragraph 8.4 rather than by Lessor.  If the coverage 
is available and commercially appropriate, such policy or policies shall 
insure against all risks of direct physical loss or damage (except the perils 
of flood and/or earthquake unless required by a Lender or included in the 
Base Premium), including coverage for debris removal and the enforcement of 
any Applicable Requirements requiring the upgrading, reconstruction or 
replacement of any portion of the Premises as the result of the covered loss. 
Said policy or policies shall also contain an agreed valuation provision in 
lieu of any coinsurance clause, waiver of subrogation, and inflation guard 
protection causing an increase in the annual property insurance coverage 
amount by a factor of not less than the adjusted U.S. Department of Labor 
Consumer Price Index for All Urban Consumers for the city nearest to where 
the Premises are located.  

          (b)  RENTAL VALUE.  The Insuring Party shall obtain and keep in 
force a policy or policies in the name of Lessor, with loss payable to Lessor 
and any Lender, insuring the loss of the full Rent for one (1) year.  Said 
insurance shall provide that in the event the Lease is terminated by reason 
of an insured loss, the period of indemnity for such coverage shall be 
extended beyond the date of the completion of repairs or replacement of the 
Premises, to provide for one full year's loss of Rent from the date of any 
such loss.  Said insurance shall contain an agreed valuation provision in 
lieu of any coinsurance clause, and the amount of coverage shall be adjusted 
annually to reflect the projected Rent otherwise payable by Lessee, for the 
next twelve (12) month period.

          (c)  ADJACENT PREMISES.  If the Premises are part of a larger 
building, or of a group of buildings owned by Lessor which are adjacent  to 
the Premises, the Lessee shall pay for any increase in the premiums for the 
property insurance of such building or buildings if said increase is caused 
by Lessee's acts, omissions, use or occupancy of the Premises.

                                      7
<PAGE>


     8.4  LESSEE'S PROPERTY/BUSINESS INTERRUPTION INSURANCE.

          (a)  PROPERTY DAMAGE.  Lessee shall obtain and maintain insurance 
coverage on all of Lessee's personal property, Trade Fixtures, and Lessee 
Owned Alterations and Utility Installations.  Such insurance shall be full 
replacement cost coverage with a deductible of not to exceed $10,000 per 
occurrence.  The proceeds from any such insurance shall be used by Lessee for 
the replacement of personal property, Trade Fixtures and Lessee Owned 
Alterations and Utility Installations.  Lessee shall provide Lessor with 
written evidence that such insurance is in force.

          (b)  BUSINESS INTERRUPTION.  Lessee shall obtain and maintain loss 
of income and extra expense insurance in amounts as will reimburse Lessee for 
direct or indirect loss of earnings attributable to all perils commonly 
insured against by prudent lessees in the business of Lessee or attributable 
to prevention of access to the Premises as a result of such perils.

          (c)  NO REPRESENTATION OF ADEQUATE COVERAGE.  Lessor makes no 
representation that the limits or forms of coverage of insurance specified 
herein are adequate to cover Lessee's property, business operations or 
obligations under this Lease.

     8.5  INSURANCE POLICIES.  Insurance required hereunder shall be by 
companies duly licensed or admitted to transact business in the state where 
the Premises are located, and maintaining during the policy term a "General 
Policyholders Rating" of at least B +, V, as set forth in the most current 
issue of "Best's Insurance Guide," or such other rating as may be required by 
a Lender.  Lessee shall not do or permit to be done anything which 
invalidates the required insurance policies.  Lessee shall, prior to the 
Start Date, deliver to Lessor certified copies of policies of such insurance 
or certificates evidencing the existence and amounts of the required 
insurance.  No such policy shall be cancelable or subject to modification 
except after thirty (30) days' prior written notice to Lessor.  Lessee shall, 
at least thirty (30) days prior to the expiration of such policies, furnish 
Lessor with evidence of renewals or "insurance binders" evidencing renewal 
thereof, or Lessor may order such insurance and charge the cost thereof to 
Lessee, which amount shall be payable by Lessee to Lessor upon demand.  Such 
policies shall be for a term of at least one year, or the length of the 
remaining term of this Lease, whichever is less. If either Party shall fail 
to procure and maintain the insurance required to be carried by it, the other 
Party may, but shall not be required to, procure and maintain the same.

     8.6  WAIVER OF SUBROGATION.  Without affecting any other rights or 
remedies, Lessee and Lessor each hereby release and relieve the other, and 
waive their entire right to recover damages against the other, for loss of or 
damage to its property arising out of or incident to the perils required to 
be insured against herein.  The effect of such releases and waivers is not 
limited by the amount of insurance carried or required, or by any deductibles 
applicable thereto.  The Parties agree to have their respective property 
damage insurance carriers waive any right to subrogation that such companies 
may have against Lessor or Lessee, as the case may be, so long as the 
insurance is not invalidated thereby.

     8.7  INDEMNITY.  Except for Lessor's negligence or willful misconduct, 
Lessee shall indemnify, protect, defend and hold harmless the Premises, 
Lessor and its agents, Lessor's master or ground lessor, partners and 
Lenders, from and against any and all claims, loss of rents and/or damages, 
liens, judgments, penalties, attorneys' and consultants' fees, expenses 
and/or liabilities arising out of, involving, or in connection with, the use 
and/or occupancy of the Premises by Lessee.  If any action or proceeding is 
brought against Lessor by reason of any of the foregoing matters, Lessee 
shall upon notice defend the same at Lessee's expense by counsel reasonably 
satisfactory to Lessor and Lessor shall cooperate with Lessee in such 
defense.  Lessor need not have first paid any such claim in order to be 
defended or indemnified.

     8.8  EXEMPTION OF LESSOR FROM LIABILITY.  Lessor shall not be liable for 
injury or damage to the person or goods, wares, merchandise or other property 
of Lessee, Lessee's employees, contractors, invitees, customers, or any other 
person in or about the Premises, whether such damage or injury is caused by 
or results from fire, steam, electricity, gas, water or rain, or from the 
breakage, leakage, obstruction or other defects of pipes, fire sprinklers, 
wires, appliances, plumbing, HVAC or lighting fixtures, or from any other 
cause, whether the said injury or damage results from conditions arising upon 
the Premises or upon other portions of the Building of which the Premises are 
a part, or from other sources or places.  Lessor shall not be liable for any 
damages arising from any act or neglect of any other tenant of Lessor. 
Notwithstanding Lessor's negligence or breach of this Lease, Lessor shall 
under no circumstances be liable for injury to Lessee's business or for any 
loss of income or profit therefrom.

                                      8
<PAGE>


9.   DAMAGE OR DESTRUCTION.

     9.1  DEFINITIONS.

          (a)  "PREMISES PARTIAL DAMAGE" shall mean damage or destruction to 
the improvements on the Premises, other than Lessee Owned Alterations, 
Utility Installations and Trade Fixtures, which can reasonably be repaired in 
six (6) months or less from the date of the damage or destruction.  Lessor 
shall notify Lessee in writing within thirty (30) days from the date of the 
damage or destruction as to whether or not the damage is Partial or Total.

          (b)  "PREMISES TOTAL DESTRUCTION" shall mean damage or destruction 
to the Premises, other than Lessee Owned Alterations and Utility 
Installations and Trade Fixtures, which cannot reasonably be repaired in six 
(6) months or less from the date of the damage or destruction.  Lessor shall 
notify Lessee in writing within thirty (30) days from the date of the damage 
or destruction as to whether or not the damage is Partial or Total.

          (c)  "INSURED LOSS" shall mean damage or destruction to 
improvements on the Premises, other than Lessee Owned Alterations and Utility 
Installations and Trade Fixtures, which was caused by an event required to be 
covered by the insurance described in Paragraph 8.3(a), irrespective of any 
deductible amounts or coverage limits involved.

          (d)  "REPLACEMENT COST" shall mean the cost to repair or rebuild 
the improvements owned by Lessor at the time of the occurrence to their 
condition existing immediately prior thereto, including demolition, debris 
removal and upgrading required by the operation of Applicable Requirements, 
and without deduction for depreciation.

          (e)  HAZARDOUS SUBSTANCE CONDITION" shall mean the occurrence or 
discovery of a condition involving the presence of, or a contamination by, a 
Hazardous Substance as defined in Paragraph 6.2(a), in, on, or under the 
Premises.

     9.2  PARTIAL DAMAGE -- INSURED LOSS.  If a Premises Partial Damage that 
is an Insured Loss occurs, then Lessor shall, at Lessor's expense, repair 
such damage (but not Lessee's Trade Fixtures or Lessee Owned Alterations and 
Utility Installations) as soon as reasonably possible and this Lease shall 
continue in full force and effect; provided, however, that Lessee shall, at 
Lessor's election, make the repair of any damage or destruction the total 
cost to repair of which is  $10,000 or less, and, in such event, Lessor shall 
make any applicable insurance proceeds available to Lessee on a reasonable 
basis for that purpose.  Notwithstanding the foregoing, if the required 
insurance was not in force or the insurance proceeds are not sufficient to 
effect such repair, the Insuring Party shall promptly contribute the shortage 
in proceeds as and when required to complete said repairs.  In the event, 
however, such shortage was due to the fact that, by reason of the unique 
nature of the improvements, full replacement cost insurance coverage was not 
commercially reasonable and available, Lessor shall have no obligation to pay 
for the shortage in insurance proceeds or to fully restore the unique aspects 
of the Premises unless Lessee provides Lessor with the funds to cover same, 
or adequate assurance thereof, within ten (10) days following receipt of 
written notice of such shortage and request therefor.  If Lessor receives 
said funds or adequate assurance thereof within said ten (10) day period, the 
party responsible for making the repairs shall complete them as soon as 
reasonably possible and this Lease shall remain in full force and effect.  If 
such funds or assurance are not received, Lessor may nevertheless elect by 
written notice to Lessee within ten (10) days thereafter to:  (i) make such 
restoration and repair as is commercially reasonable with Lessor paying any 
shortage in proceeds, in which case this Lease shall remain in full force and 
effect; or (ii) have this Lease terminate thirty (30) days thereafter.  
Lessee shall not be entitled to reimbursement of any funds contributed by 
Lessee to repair any such damage or destruction.  Premises Partial Damage due 
to flood or earthquake shall be subject to Paragraph 9.3, notwithstanding 
that there may be some insurance coverage, but the net proceeds of any such 
insurance shall be made available for the repairs if made by either Party.

     9.3  PARTIAL DAMAGE -- UNINSURED LOSS.  If a Premises Partial Damage that 
is not an Insured Loss occurs, unless caused by a negligent or willful act of 
Lessee (in which event Lessee shall make the repairs at Lessee's expense), 
Lessor may either:  (i) repair such damage as soon as reasonably possible at 
Lessor's expense, in which event this Lease shall continue in full force and 
effect, or (ii) terminate this Lease by giving written notice to Lessee 
within thirty (30) days after receipt by Lessor of knowledge of the 
occurrence of such damage.  Such termination shall be effective sixty (60) 
days following the date of such notice.  In the event Lessor elects to 
terminate this Lease, Lessee shall have the right within ten (10) days after 
the receipt of the termination notice to give written notice to Lessor of 
Lessee's commitment to pay for the repair of such damage without 
reimbursement from Lessor.  Lessee shall provide Lessor with said funds or 
satisfactory assurance thereof within thirty (30) days after making such 
commitment.  In such event this Lease shall continue in full force and 
effect, and Lessor shall proceed to make such repairs as soon as reasonably 
possible after the required funds are 

                                      9
<PAGE>

available.  If Lessee does not make the required commitment, this Lease shall 
terminate as of the date specified in the termination notice.

     9.4  TOTAL DESTRUCTION.  Notwithstanding any other provision hereof, if 
a Premises Total Destruction occurs, this Lease shall terminate sixty (60) 
days following the date of such Destruction.  If the damage or destruction 
was caused by gross negligence or willful misconduct of Lessee, Lessor shall 
have the right to recover Lessor's damages from Lessee except as released and 
waived in Paragraph 8.6.

     9.5  DAMAGE NEAR END OF TERM.  If at any time during the last six (6) 
months of this Lease there is damage for which the cost to repair exceeds one 
(1) month's Base Rent, whether or not an Insured Loss, Lessor may terminate 
this Lease effective sixty (60) days following the date of occurrence of such 
damage by giving written termination notice to Lessee within thirty (30) days 
after the date of occurrence of such damage.  Notwithstanding the foregoing, 
if Lessee at that time has an exercisable option to extend this Lease or to 
purchase the Premises, then Lessee may preserve this Lease by, (a) exercising 
such option and (b) providing Lessor with any shortage in insurance proceeds 
(or adequate assurance thereof) needed to make the repairs on or before the 
earlier of (i) the date which is ten days after Lessee's receipt of Lessor's 
written notice purporting to terminate this Lease, or (ii) the day prior to 
the date upon which such option expires.  If Lessee duly exercises such 
option during such Period and provides Lessor with funds (or adequate 
assurance thereof) to cover any shortage in insurance proceeds, Lessor shall, 
at Lessor's commercially reasonable expense, repair such damage as soon as 
reasonably possible and this Lease shall continue in full force and effect.  
If Lessee fails to exercise such option and provide such funds or assurance 
during such period, then this Lease shall terminate on the date specified in 
the termination notice and Lessee's option shall be extinguished.

     9.6  ABATEMENT OF RENT; LESSEE'S REMEDIES.

          (a)  ABATEMENT.  In the event of Premises Partial Damage or 
Premises Total Destruction or a Hazardous Substance Condition for which 
Lessee is not responsible under this Lease, the Rent payable by Lessee for 
the period required for the repair, remediation or restoration of such damage 
shall be abated in proportion to the degree to which Lessee's use of the 
Premises is impaired, but not to exceed the proceeds received from the Rental 
Value insurance.  All other obligations of Lessee hereunder shall be 
performed by Lessee, and Lessor shall have no liability for any such damage, 
destruction, remediation, repair or restoration except as provided herein.

          (b)  REMEDIES.  If Lessor shall be obligated to repair or restore 
the Premises and does not commence, in a substantial and meaningful way, such 
repair or restoration within ninety (90) days after such obligation shall 
accrue, Lessee may, at any time prior to the commencement of such repair or 
restoration, give written notice to Lessor and to any Lenders of which Lessee 
has actual notice, of Lessee's election to terminate this Lease on a date not 
less than sixty (60) days following the giving of such notice.  If Lessee 
gives such notice and such repair or restoration is not commenced within 
thirty (30) days thereafter, this Lease shall terminate as of the date 
specified in said notice. If the repair or restoration is commenced within 
said thirty (30) days, this Lease shall continue in full force and effect.  
"COMMENCE" shall mean either the unconditional authorization of the 
preparation of the required plans, or the beginning of the actual work on the 
Premises, whichever first occurs.

     9.7  TERMINATION -- ADVANCE PAYMENTS.  Upon termination of this Lease 
pursuant to Paragraph 6.2(g) or Paragraph 9, an equitable adjustment shall be 
made concerning advance Base Rent and any other advance payments made by 
Lessee to Lessor.  Lessor shall, in addition, return to Lessee so much of 
Lessee's Security Deposit as has not been, or is not then required to be, 
used by Lessor.

     9.8  WAIVE STATUTES.  Lessor and Lessee agree that the terms of this 
Lease shall govern the effect of any damage to or destruction of the Premises 
with respect to the termination of this Lease and hereby waive the provisions 
of any present or future statute to the extent inconsistent herewith.

10.  REAL PROPERTY TAXES.

     10.1 DEFINITION OF "REAL PROPERTY TAXES."  As used herein, the term 
"REAL PROPERTY TAXES" shall include any form of assessment; real estate, 
general, special, ordinary or extraordinary, or rental levy or tax (other 
than inheritance, personal income or estate taxes); improvement bond; and/or 
license fee imposed upon or levied against any legal or equitable interest of 
Lessor in the Premises, Lessor's right to other income therefrom, and/or 
Lessor's business of leasing, by any authority having the direct or indirect 
power to tax and where the funds are generated with reference to the Building 
address and where the proceeds so generated are to be applied by the city, 
county or other local taxing authority of a jurisdiction within which the 
Premises are located.  The term "Real Property Taxes" shall also include any 
tax, fee, levy, assessment or charge, or any 

                                      10
<PAGE>

increase therein, imposed by reason of events occurring during the term of 
this Lease, including but not limited to, a change in the ownership of the 
Premises.

     10.2

          (a)  PAYMENT OF TAXES.  Lessor shall pay the Real Property Taxes 
applicable to the Premises provided, however, that Lessee shall pay to Lessor 
the amount, if any, by which Real Property Taxes applicable to the Premises 
over the fiscal tax year during which the Commencement Date occurs ("Tax 
Increase"). Subject to Paragraph 10.2(b), payment of any such Tax Increase 
shall be made by Lessee to Lessor within thirty (30) days after receipt of 
Lessor's written statement setting forth the amount due and the computation 
thereof, if any such taxes shall cover any period of time prior to or after 
the expiration or termination of this Lease, Lessee's share of such taxes 
shall be prorated to cover only that portion of the tax bill applicable to 
the period that this Lease is in effect.

          (b)  ADVANCE PAYMENT.  In the event Lessee incurs a late charge on 
any Rent payment, Lessor may, at Lessor's option, estimate the current Real 
Property Taxes, and require that the Tax Increase be paid in advance to 
Lessor by Lessee, either: (i) in a lump sum amount equal to the amount due, 
at least twenty (20) days prior to the applicable delinquency date; or (ii) 
monthly in advance with the payment of the Base Rent.  If Lessor elects to 
require payment monthly in advance, the monthly payment shall be an amount 
equal to the amount of the estimated installment of the Tax Increase divided 
by the number of months remaining before the month in which said installment 
becomes delinquent.  When the actual amount of the applicable Tax Increase is 
known, the amount of such equal monthly advance payments shall be adjusted as 
required to provide the funds needed to pay the applicable Tax Increase.  If 
the amount collected by Lessor is insufficient to pay the Tax Increase when 
due, Lessee shall pay Lessor, upon demand, such additional sums as are 
necessary to pay such obligations.  All monies paid to Lessor under this 
Paragraph may be intermingled with other monies of Lessor and shall not bear 
interest.  In the event of a Breach by Lessee in the performance of its 
obligations under this Lease, then any balance of funds paid to Lessor under 
the provisions of this Paragraph may at the option of Lessor, be treated as 
an additional Security Deposit.

          (c)  ADDITIONAL IMPROVEMENTS.  Notwithstanding anything to the 
contrary in this Paragraph 10.2, Lessee shall pay to Lessor upon demand 
therefor the entirety of any increase in Real Property Taxes assessed by 
reason of Alterations or Utility Installations placed upon the Premises by 
Lessee or at Lessee's request.

     10.3 JOINT ASSESSMENT.  If the Premises are not separately assessed, 
Lessee's liability shall be an equitable proportion of the Tax Increase for 
all of the land and improvements included within the tax parcel assessed, 
such proportion to be conclusively determined by Lessor from the respective 
valuations assigned in the assessor's work sheets or such other information 
as may be reasonably available.  

     10.4 PERSONAL PROPERTY TAXES.  Lessee shall pay, prior to delinquency, 
all taxes assessed against and levied upon Lessee Owned Alterations, Utility 
Installations, Trade Fixtures, furnishings, equipment and all personal 
property of Lessee.  When possible, Lessee shall cause such property to be 
assessed and billed separately from the real property of Lessor.  If any of 
Lessee's said personal property shall be assessed with Lessor's real 
property, Lessee shall pay Lessor the taxes attributable to Lessee's property 
within ten (10) days after receipt of a written statement.

11.  UTILITIES.  Lessee shall pay for all water, gas, heat, light, power, 
telephone, trash disposal and other utilities and services supplied to the 
Premises, together with any taxes thereon.  If any such services are not 
separately metered to Lessee, Lessee shall pay a reasonable proportion, to be 
determined by Lessor, of all changes jointly metered.

12.  ASSIGNMENT AND SUBLETTING.

     12.1 LESSOR'S CONSENT REQUIRED.

          (a)  Lessee shall not voluntarily or by operation of law assign, 
transfer, mortgage or encumber (collectively, "ASSIGN OR ASSIGNMENT") or 
sublet all or any part of Lessee's interest in this Lease or in the Premises 
without Lessor's prior written consent.

          (b)  A change in the control of Lessee shall constitute an 
assignment requiring consent.  The transfer, on a cumulative basis, of fifty 
percent (50%) or more of the voting control of Lessee shall constitute a 
change in control for this purpose.



                                      11
<PAGE>

          (c)  The involvement of Lessee or its assets in any transaction, or 
series of transactions (by way of merger, sale, acquisition, financing, 
transfer, leveraged buy-out or otherwise), whether or not a formal assignment 
or hypothecation of this Lease or Lessee's assets occurs, which results or 
will result in a reduction of the Net Worth of Lessee by an amount greater 
than fifty percent (50%) of such Net Worth as it was represented at the time 
of the execution of this Lease or at the time of the most recent assignment 
to which Lessor has consented, or as it exists immediately prior to said 
transaction or transactions constituting such reduction, whichever was or is 
greater, shall be considered an assignment of this Lease to which Lessor may 
withhold its consent. "NET WORTH OF LESSEE" shall mean the net worth of 
Lessee (excluding any guarantors) established under generally accepted 
accounting principles.

          (d)  An assignment or subletting without consent shall, at Lessor's 
option, be a Default curable after notice per Paragraph 13.1(c), or a 
noncurable Breach without the necessity of any notice and grace period.  If 
Lessor elects to treat such unapproved assignment or subletting as a 
noncurable Breach, Lessor may either:  (i) terminate this Lease, or (ii) upon 
thirty (30) days' written notice, increase the monthly Base Rent to one 
hundred ten percent (110%) of the Base Rent then in effect.  Further, in the 
event of such Breach and rental adjustments, (i) the purchase price of any 
option to purchase the Premises held by Lessee shall be subject to similar 
adjustment to one hundred ten percent (110%) of the price previously in 
effect, and (ii) all fixed and non-fixed rental adjustment scheduled during 
the remainder of the Lease term shall be increased to One Hundred Ten Percent 
(110%) of the scheduled adjusted rent.

          (e)  Lessee's remedy for any breach of this Paragraph 12.1 by 
Lessor shall be limited to compensatory damages and/or injunctive relief.

     12.2 TERMS AND CONDITIONS APPLICABLE TO ASSIGNMENT AND SUBLETTING.

          (a)  Regardless of Lessor's consent, any assignment or subletting 
shall not:  (i) be effective without the express written assumption by such 
assignee or sublessee of the obligations of Lessee under this Lease; (ii) 
release Lessee of any obligations hereunder; or (iii) alter the primary 
liability of Lessee for the payment of Rent or for the performance of any 
other obligations to be performed by Lessee.

          (b)  Lessor may accept any Rent or performance of Lessee's 
obligations from any person other than Lessee pending approval or disapproval 
of an assignment.  Neither a delay in the approval or disapproval of such 
assignment nor the acceptance of Rent or performance shall constitute a 
waiver or estoppel of Lessor's right to exercise its remedies for Lessee's 
Default or Breach.

          (c)  Lessor's consent to any assignment or subletting shall not 
constitute a consent to any subsequent assignment or subletting.

          (d)  In the event of any Default or Breach by Lessee, Lessor may 
proceed directly against Lessee, any Guarantors or anyone else responsible 
for the performance of the Lessee's obligations under this Lease, including 
any assignee or sublessee, without first exhausting Lessor's remedies against 
any other person or entity responsible therefor to Lessor, or any security 
held by Lessor.

          (e)  Each request for consent to an assignment or subletting shall 
be in writing, accompanied by information relevant to Lessor's determination 
as to the financial and operational responsibility and appropriateness of the 
proposed assignee or sublessee, including but not limited to the intended use 
and/or required modification of the Premises, if any, together with a fee of 
$1,000 or ten percent (10%) of the current monthly Base Rent applicable to 
the portion of the Premises which is the subject of the proposed assignment 
or sublease, whichever is greater, as consideration for Lessor's considering 
and processing said request.  Lessee agrees to provide Lessor with such other 
or additional information and/or documentation as may be reasonably requested.

          (f)  Any assignee of, or sublessee under, this Lease shall, by 
reason of accepting such assignment or entering into such sublease, be deemed 
to have assumed and agreed to conform and comply with each and every term, 
covenant, condition and obligation herein to be observed or performed by 
Lessee during the term of said assignment or sublease, other than such 
obligations as are contrary to or inconsistent with provisions of an 
assignment or sublease to which Lessor has specifically consented in writing.

     12.3 ADDITIONAL TERMS AND CONDITIONS APPLICABLE TO SUBLETTING.  The 
following terms and conditions shall apply to any subletting by Lessee of all 
or any part of the Premises and shall be deemed included in all subleases 
under this Lease whether or not expressly incorporated therein:

          (a)  Lessee hereby assigns and transfers to Lessor all of Lessee's
interest in all Rent payable on any sublease, and Lessor may collect such Rent
and apply same toward Lessee's obligations under this

                                      12

<PAGE>

Lease; provided, however, that until a Breach shall occur in the performance 
of Lessee's obligation, Lessee may collect said Rent.  Lessor shall not, by 
reason of the foregoing or any assignment of such sublease, nor by reason of 
the collection of Rent, be deemed liable to the sublessee for any failure of 
Lessee to perform and comply with any of lessee's obligations to such 
sublessee, Lessee hereby irrevocably authorizes and directs any such 
sublessee, upon receipt of a written notice front Lessor stating that a 
Breach exists in the performance of Lessee's obligations under this Lease, to 
pay to Lessor all Rent due and to become due under the sublease.  Sublessee 
shall rely upon any such notice from Lessor and shall pay all Rents to Lessor 
without any obligation or right to inquire as to whether such Breach exists, 
notwithstanding any claim from Lessee to the contrary.

          (b)  In the event of a Breach by Lessee, Lessor may, at is option, 
require sublessee to attorn to Lesser, in which event Lessor shall undertake 
the obligations of the sublessor under such sublease from the time of the 
exercise of said option to the expiration of such sublease; provided, 
however, Lessor shall not be liable for any prepaid rents or security deposit 
paid by such sublessee to such sublessor or for any prior Defaults or 
Breaches of such sublessor.

          (c)  Any matter requiring the consent of the sublessor under a 
sublease shall also require the consent of Lessor.

          (d)  No sublessee shall further assign or sublet all or any part of 
the Premises without Lessor's prior written consent.

          (e)  Lessor shall deliver a copy of any notice of Default or Breach 
by Lessee to the sublessee, who shall have the right to cure the Default of 
Lessee within the grace period, if any, specified in such notice.  The 
sublessee shall have a right of reimbursement and offset from and against 
Lessee for any such Defaults cured by the sublessee.

13.  DEFAULT; BREACH; REMEDIES.

    13.1. DEFAULT; BREACH.  A "DEFAULT" is defined as a failure by the Lessee 
to comply with or perform any of the terms, covenants, conditions or rules 
under this Lease.  A "BREACH" is defined as the occurrence of one or more of 
the following Defaults, and the failure of Lessee to cure such Default within 
any applicable grace period:

          (a)  The abandonment of the Premises; or the vacating of the 
Premises without providing a commercially reasonable level of security, 
and/or Security Deposit or where the coverage of the property insurance 
described in Paragraph 8.3 is jeopardized as a result thereof, or without 
providing reasonable assurances to minimize potential vandalism.

          (b)  The failure of Lessee to make any payment of Rent or any 
Security Deposit required to be made by Lessee hereunder, whether to Lessor 
or to a third party, when due, to provide reasonable evidence of insurance or 
surety bond, or to fulfill any obligation under this Lease which endangers or 
threatens life or property, where such failure continues for a period of five 
(5) business days following written notice to Lessee.  

          (c)  The failure by Lessee to provide (i) reasonable written 
evidence of compliance with Applicable Requirements, (ii) the service 
contracts, (iii) the rescission of an unauthorized assignment or subletting, 
(iv) an Estoppel Certificate, (v) a requested subordination, (vi) evidence 
concerning any guaranty and/or Guarantor, (vii) any document requested under 
Paragraph 42 (easements), or (viii) any other documentation or information 
which Lessor may reasonably require of Lessee under the terms of this Lease, 
where any such failure continues for a period of ten (10) days following 
written notice to Lessee.

          (d)  A Default by Lessee as to the terms, covenants, conditions or 
provisions of this Lease, or of the rules adopted under Paragraph 40 hereof, 
other than those described in subparagraphs 13.1(a), (b) or (c), above, where 
such Default continues for a period of thirty (30) days after written notice; 
provided, however, that if the nature of Lessee's Default is such that more 
than thirty (30) days are reasonably inquired for its cure, then it shall not 
be deemed to be a Breach if Lessee commences such cure within said thirty 
(30) day period and thereafter diligently prosecutes such cure to completion.

          (e)  The occurrence of any of the following events:  (i) the making 
of any general arrangement or assignment for the benefit of creditors; (ii) 
becoming a "DEBTOR" as defined in 11 U.S.C. Section  101 or any successor 
statute thereto (unless, in the case of a petition filed against Lessee, the 
same is dismissed within sixty (60) days); (iii) the appointment of a trustee 
or receiver to take possession of substantially all of Lessee's assets 
located at the Premises or of Lessee's interest in this Lease, where 
possession is not restored to Lessee within thirty (30) days; or (iv) the 
attachment, execution or other judicial seizure of substantially all of 
Lessee's assets located at the Premises or of Lessee's interest in this 
Lease, where such seizure is not discharged

                                      13

<PAGE>

within thirty (30) days; provided, however, in the event that any provision 
of this subparagraph (e) is contrary to any applicable law, such provision 
shall be of no force or effect, and not affect the validity of the remaining 
provisions.

          (f)  The discovery that any financial statement of lessee or of any 
Guarantor given to Lessor was materially false.

          (g)  If the performance of Lessee's obligations under this Lease is 
guaranteed:  (i) the death of a Guarantor; (ii) the termination of a 
Guarantor's liability with respect to this Lease other than in accordance 
with the term of such guaranty; (iii) a Guarantor's becoming insolvent or the 
subject of a bankruptcy filing; (iv) a Guarantor's refusal to honor the 
guaranty; or (v) a Guarantor's breach of its guaranty obligation on an 
anticipatory basis, and Lessee's failure, within sixty (60) days following 
written notice of any such event, to provide written alternative assurance or 
security, which, when coupled with the then existing resources of Lessee, 
equals or exceeds the combined resources of Lessee and the Guarantors that 
existed at the time of execution of this Lease.  

     13.2 REMEDIES.  If Lessee fails to perform any of its affirmative duties 
or obligations due to insufficient funds, within ten (10) days after written 
notice (or in case of an emergency, without notice), Lessor may, at its 
option, perform such duty or obligation on Lessee's behalf, including but not 
limited to the obtaining of reasonably required bonds, insurance policies, or 
governmental licenses, permits or approvals.  The costs and expenses of any 
such performance by Lessor shall be due and payable by Lessee upon receipt of 
invoice therefor. If any check given to Lessor by Lessee shall not be honored 
by the bank upon which it is drawn, Lessor, at its option, may require all 
future payments to be made by Lessee to be by cashier's check.  In the event 
of a Breach, Lessor may, with or without further notice or demand, and 
without limiting Lessor in the exercise of any right or remedy which Lessor 
may have by reason of such Breach:

          (a)  Terminate Lessee's right to possession of the Premises by any 
lawful means, in which case this Lease shall terminate and Lessee shall 
immediately surrender possession to Lessor.  In such event Lessor shall be 
entitled to recover from Lessee: (i) the unpaid Rent which had been earned at 
the time of termination; (ii) the worth at the time of award of the amount by 
which the unpaid rent which would have been earned after termination until 
the time of award exceeds the amount of such rental loss that the Lessee 
proves could have been reasonably avoided; (iii) the worth at the time of 
award of the amount by the unpaid rent for the balance of the term after the 
time of award exceeds the amount of such rental loss that the Lessee proves 
could be reasonably avoided; and (iv) any other amount necessary to 
compensate Lessor for all the detriment proximately caused by Lessee's 
failure to perform its obligations under this Lease or which in the ordinary 
course of things would be likely to result therefrom, including but not 
limited to the cost of recovering possession of the Premises, expenses of 
reletting, including necessary renovation and alteration of the Premises, 
reasonable attorneys' fees, and that portion of any leasing commission paid 
by Lessor in connection with this Lease applicable to the unexpired term of 
this Lease.  The worth at the time of award of the amount referred to in 
provision (iii) of the immediately preceding sentence shall be computed by 
discounting such amount at the discount rate of the Federal Reserve Bank of 
the District within which the Premises are located at the time of award plus 
one percent (1%).  Efforts by Lessor to mitigate damages caused by Lessee's 
Breach of this Lease shall not waive Lessor's right to recover damages under 
Paragraph 12.  If termination of this Lease is obtained through the 
provisional remedy of unlawful detainer, Lessor shall have the right to 
recover in such proceeding any unpaid Rent and damages as are recoverable 
therein, or Lessor may reserve the right to recover all or any part thereof 
in a separate suit.  If a notice and grace period required under Paragraph 
13.1 was not previously given, a notice to pay rent or quit, or to perform or 
quit given to Lessee under the unlawful detainer statute shall also 
constitute the notice required by Paragraph 13.1.  In such case, the 
applicable grace period required by Paragraph 13.1 and the unlawful detainer 
statute shall run concurrently, and the failure of Lessee to cure the Default 
within the greater of the two such grace periods shall constitute both an 
unlawful detainer and a Breach of this Lease entitling Lessor to the remedies 
provided for in this Lease and/or by said statute.

          (b)  Continue this Lease and Lessee's right to possession and 
recover the Rent as it becomes due, in which event Lessee may sublet or 
assign, subject only to reasonable limitations.  Acts of maintenance, efforts 
to relet, and/or the appointment of a receiver to protect the Lessor's 
interests, shall not constitute a termination of the Lessee's right to 
possession.

          (c)  Pursue any other remedy now or hereafter available under the 
laws or judicial decisions of the state wherein the Premises are located.  
The expiration or termination of this Lease and/or the termination of 
Lessee's right to possession shall not relieve Lessee from liability under 
any indemnity provisions of this Lease as to matters occurring or accruing 
during the term hereof or by reason of Lessee's occupancy of the Premises.

                                     14

<PAGE>

     13.3 INDUCEMENT RECAPTURE.  Any agreement for free or abated rent 
charges, or for the giving or paying by Lessor to or for Lessee of any cash 
or other bonus, inducement or consideration for Lessee's entering into Lease, 
all of which concessions are hereinafter referred to as "INDUCEMENT 
PROVISIONS," shall be deemed conditioned upon Lessee's full and faithful 
performance of all of the terms, covenants and conditions of this Lease.  
Upon Breach of this Lease by Lessee, any such Inducement Provision shall 
automatically be deemed deleted from this Lease and of no further force or 
effect, and any rent, other charge, bonus, inducement or consideration 
theretofore abated, given or paid by Lessor under such an Inducement 
Provision shall be immediately due and payable by Lessee to Lessor, 
notwithstanding any subsequent cure of said Breach by Lessee.  The acceptance 
by Lessor of rent or the cure of the Breach which initiated the operation of 
this Paragraph shall not be deemed a waiver by Lessor of the provisions of 
this paragraph unless specifically so stated in writing by Lessor at the time 
of such acceptance.

     13.4 LATE CHARGES.  Lessee hereby acknowledges that late payment by 
Lessee of rent will cause Lessor to incur costs not contemplated by this 
Lease, the exact amount of which will be extremely difficult to ascertain.  
Such costs include, but are not limited to, processing and accounting 
charges, and late charges which may be imposed upon Lessor by any Lender.  
Accordingly, if any Rent shall not be received by Lessor or Lessor's designee 
within five (5) days after such amount shall be due, then, without any 
requirement for notice to Lessee, Lessee shall pay to Lessor a late charge 
equal to ten percent (10%) of each such overdue amount.  The parties hereby 
agree that such late charge represents a fair and reasonable estimate of the 
costs Lessor will incur by reason of such late payment.  Acceptance of such 
late charge by Lessor shall in no event constitute a waiver of Lessee's 
Default or Breach with respect to such overdue amount, nor prevent exercise 
of any of the other rights and remedies granted hereunder.  In the event that 
a late charge is payable hereunder, whether or not collected, for three (3) 
consecutive installments of Base Rent, then notwithstanding any provision of 
this Lease to the contrary, Base Rent shall, at Lessor's option, become due 
and payable quarterly in advance.

     13.5 INTEREST.  Any monetary payment due Lessor hereunder, other than 
late charges, not received by Lessor, when due as to scheduled payments (such 
as Base Rent) or within thirty (30) days following the date on which it was 
due for non-scheduled payment, shall bear interest from the date when due, as 
to scheduled payments, or the thirty-first (31st) day after it was due as to 
non-scheduled payments.  The interest ("INTEREST") charged shall be equal to 
the prime rate reported in the Wall Street Journal as published closest prior 
to the date when due plus 4%, but shall not exceed the maximum rate allowed 
by law.  Interest is payable in addition to the potential late charge 
provided for in Paragraph 13.4.

     13.6 BREACH BY LESSOR.

          (a)  NOTICE OF BREACH.  Lessor shall not be deemed in breach of 
this Lease unless Lessor fails within a reasonable time to perform an 
obligation required to be performed by Lessor.  For purposes of this 
Paragraph, a reasonable time shall in no event be less than thirty (30) days 
after receipt by Lessor, and any Lender whose name and address shall have 
been furnished Lessee in writing for such purpose, of written notice 
specifying wherein such obligation of Lessor has not been performed; 
provided, however, that if the nature of Lessor's obligation is such that 
more than thirty (30) days are reasonably required for its performance, then 
Lessor shall not be in breach if performance is commenced within such thirty 
(30) day period and thereafter diligently pursued to completion.

          (b)  PERFORMANCE BY LESSEE ON BEHALF OF LESSOR.  In the event that 
neither Lessor nor Lender cures said breach within thirty (30) days after 
receipt of said written notice, or if having commenced said cure they do not 
diligently pursue it to completion, then Lessee may elect to cure said breach 
at Lessee's expense and offset from Rent an amount equal to the greater of 
one month's Base Rent or the Security Deposit, and to pay an excess of such 
expense under protest, reserving Lessee's right to reimbursement from Lessor. 
 Lessee shall document the cost of said cure and supply said documentation to 
Lessor.

14.  CONDEMNATION.  If the Premises or any portion thereof are taken under the
power of eminent domain or sold under the threat of the exercise of said power
(collectively "CONDEMNATION"), this Lease shall terminate as to the part so
taken as of the date the condemning authority takes title or possession,
whichever first occurs.  If more than ten percent (10%) of any building portion
of the premises, or more than twenty-five percent (25%) of the land area portion
of the premises not occupied by any building, is taken by Condemnation, Lessee
may, at Lessee's option, to be exercised in writing within ten (10) days after
Lessor shall have given Lessee written notice of such taking (or in the absence
of such notice, within ten (10) days after the condemning authority shall have
taken possession) terminate this Lease as of the date the condemning authority
takes such possession.  If Lessee does not terminate this Lease in accordance
with the foregoing, this Lease shall remain in full force and effect as to the
portion of the Premises remaining, except that the Base Rent shall be reduced in
the same proportion to reduction in utility of the Premises caused by such
Condemnation.  Condemnation awards and/or payments shall be the property of
Lessor, whether such award shall be made as compensation for diminution in

                                      15

<PAGE>

value of the leasehold, the value of the part taken, or for severance 
damages; provided, however, that Lessee shall be entitled to any compensation 
for Lessee's relocation expenses, loss of business goodwill and/or Trade 
Fixtures, without regard to whether or not this Lease is terminated pursuant 
to the provisions of this Paragraph.  All Alterations and Utility 
installations made to the Premises by Lessee, for purposes of Condemnation 
only, shall be considered the property of the Lessee and Lessee shall be 
entitled to any and all compensation which is payable therefor.  In the event 
that this Lease is not terminated by reason of the Condemnation, Lessor shall 
repair any damages to the Premises caused by such Condemnation.

15.  BROKERAGE FEE.

     15.1 ADDITIONAL COMMISSION.  In addition to the payments owed pursuant 
to Paragraph 1.10 above, and unless Lessor and the Brokers otherwise agree in 
writing, Lessor agrees that; (a) if Lessee exercises any Option; (b) if 
Lessee acquires any rights to the Premises or other premises owned by Lessor 
and located within the same Project, if any, within which the Premises is 
located; (c) if Lessee remains in possession of the Premises, with the 
consent of Lessor, after the expiration of this Lease; or (d) if Base Rent is 
increased, whether by agreement or operation of an escalation clause herein, 
then, Lessor shall pay Brokers a fee in accordance with the schedule of said 
Brokers in effect at the time of the execution of this Lease.

     15.2 ASSUMPTION OF OBLIGATIONS.  Any buyer or transferee of Lessor's 
interest in this Lease shall be deemed to have assumed Lessor's obligation 
hereunder.  Each Broker shall be a third party beneficiary of the provisions 
of Paragraphs 1.10, 15, 22 and 31.  If Lessor fails to pay to a Broker any 
amounts due as and for commissions pertaining to this Lease when due, then 
such amounts shall accrue interest.  In addition, if Lessor fails to pay any 
amount to Lessee's Broker when due, Lessee's Broker may send written notice 
to Lessor and Lessee of such failure and if Lessor fails to pay such amounts 
within ten (10) days after said notice, Lessee shall pay said monies to its 
Broker and offset such amounts against Rent.  In addition, Lessee's Broker 
shall be deemed to be a third beneficiary of any commission agreement entered 
into by and/or between Lessor and Lessor's Broker.

     15.3 REPRESENTATIONS AND INDEMNITIES OF BROKER RELATIONSHIPS.  Lessee 
and Lessor each represent and warrant to the other that it has had no 
dealings with any person, firm, broker or finder (other than the Brokers, if 
any) in connection with this Lease, and that no one other than said named 
Brokers is entitled to any commission or finder's fee in connection herewith. 
Lessee and Lessor of each hereby agree to indemnify, protect, defend and 
hold the other harmless from and against liability for compensation or 
charges which may be claimed by any such unnamed broker, finder or other 
similar party by reason of any dealings or actions of the indemnifying Party, 
including any costs, expenses, attorneys' fees reasonably incurred with 
respect thereto.

16.  ESTOPPEL CERTIFICATES.

          (a)  Each Party (as "RESPONDING PARTY") shall within ten (10) 
business days after written notice from the other Party (the "REQUESTING 
PARTY") execute, acknowledge and deliver to the Requesting Party a statement 
in writing in form similar to the then most current "ESTOPPEL CERTIFICATE" 
form published by the American Industrial Real Estate Association, plus such 
additional information, confirmation and/or statements as may be reasonably 
requested by the Requesting Party.

          (b)  If the Responding Party shall fail to execute or deliver the 
Estoppel Certificate within such ten day period, the Requesting Party may 
execute an Estoppel Certificate stating that:  (i) the Lease is in full force 
and effect without modification except as may be represented by the 
Requesting Party; (ii) there are no uncured defaults in the Requesting 
Party's performance; and (iii) if Lessor is the Requesting Party, not more 
than one month's rent has been paid in advance.  Prospective purchasers and 
encumbrancers may rely upon the Requesting Party's Estoppel Certificate, and 
the Responding Party shall be estopped from denying the truth of the facts 
contained in said Certificate.

          (c)  If Lessor desires to finance, refinance, or sell the Premises, 
or any part thereof, Lessee and all Guarantors shall deliver to any potential 
lender or purchaser designated by Lessor such financial statements as may be 
reasonably required by such lender or purchaser, including but not limiting 
to Lessee's financial statements for the past three (3) years.  All such 
financial statements shall be received by Lessor and such lender or purchaser 
in confidence and shall be used only for the purposes herein set forth.

17.  DEFINITION OF LESSOR.  The term "LESSOR" as used herein shall mean the 
owner or owners at the time in question of the fee title to the Premises, or, 
if this is a sublease, of the Lessee's interest in the prior lease.  In the 
event of a transfer of Lessor's title or interest in the Premises or in this 
Lease, Lessor shall deliver to the transferee or assignee (in cash or by 
credit) any unused Security Deposit held by Lessor.  Except as provided in 
Paragraph 15, upon such transfer or assignment and delivery of the Security 
Deposit, as aforesaid, the prior Lessor shall be relieved of all liability 
with respect to the obligations and/or covenants under this Lease

                                      16

<PAGE>

thereafter to be performed by the Lessor.  Subject to the foregoing, the 
obligations and/or covenants in this Lease to be performed by the Lessor 
shall be binding only upon the Lessor as hereinabove defined.  
Notwithstanding the above, and subject to the provisions of Paragraph 20 
below, the original Lessor under this Lease, and all subsequent holders of 
the Lessor's interest in this Lease shall remain liable and responsible with 
regard to the potential duties and liabilities of Lessor pertaining to 
Hazardous Substances as outlined in Paragraph 6 above.

18.  SEVERABILITY.  The invalidity of any provision of this Lease as 
determined by a court of competent jurisdiction, shall in no way affect the 
validity of any other provision hereof.

19.  DAYS.  Unless otherwise specifically indicated to the contrary, the word 
"DAYS" as used in this Lease shall mean and refer to calendar days.

20.  LIMITATION ON LIABILITY.  Subject to the provisions of Paragraph 17 
above, the obligations of Lessor under this Lease shall not constitute 
personal obligations of Lessor, the individual partners of Lessor or its or 
their individual partners, directors, officers or shareholders, and Lessee 
shall look to the Premises, and to no other assets of Lessor, for the 
satisfaction of any liability of Lessor with respect to this Lease, and shall 
not seek recourse against the individual partners of Lessor, or its or their 
individual partners, directors, officers or shareholders, or any of their 
personal assets for such satisfaction.

21.  TIME OF ESSENCE.  Time is of the essence with respect to the performance 
of all obligations to be performed or observed by the Parties under this 
Lease.

22.  NO PRIOR OR OTHER AGREEMENTS; BROKER DISCLAIMER.  This Lease contains 
all agreements between the Parties with respect to any matter mentioned 
herein, and no other prior or contemporaneous agreement or understanding 
shall be effective. Lessor and Lessee each represents and warrants to the 
Brokers that it has made, and is relying solely upon, its own investigation 
as to the nature, quality, character and financial responsibility of the 
other Party to this Lease and as to the nature, quality and character of the 
Premises.  Brokers have no responsibility with respect thereto or with 
respect to any default or breach hereof by either Party.  The liability 
(including court costs and Attorneys' fees), of any Broker with respect to 
negotiation, execution, delivery or performance by either Lessor or Lessee 
under this Lease or any amendment or modification hereto shall be limited to 
an amount up to the fee received by such Broker pursuant to this Lease; 
provided, however, that the foregoing limitation on each Broker's liability 
shall not be applicable to any gross negligence or willful misconduct of such 
Broker.

23.  NOTICES.

     23.1 NOTICE REQUIREMENTS.  All notices required or permitted by this 
Lease shall be in writing and may be delivered in person (by hand or courier) 
or may be sent by regular, certified or registered mail or U.S. Postal 
Service Express Mail, with postage prepaid, or by facsimile transmission, and 
shall be deemed sufficiently given if served in a manner specified in this 
Paragraph 23.  The addresses noted adjacent to a Party's signature on this 
Lease shall be that Party's address for delivery or mailing of notices.  
Either Party may by written notice to the other specify a different address 
for notice, except that upon Lessee's taking possession of the Premises, the 
Premises shall constitute Lessee's address for notice.  A copy of all notices 
to Lessor shall be concurrently transmitted to such party or parties at such 
addresses as Lessor may from time to time hereafter designate in writing.  

     23.2 DATE OF NOTICE.  Any notice sent by registered or certified mail, 
return receipt requested, shall be deemed given on the date of delivery shown 
on the receipt card, or if no delivery date is shown, the postmark thereon.  
If sent by regular mail the notice shall be deemed given forty-eight (48) 
hours after the same is addressed as required herein and mailed with postage 
prepaid. Notices delivered by United States Express Mail or overnight courier 
that guarantees next day delivery shall be deemed given twenty-four (24) 
hours after delivery of the same to the Postal Service or courier.  Notices 
transmitted by facsimile transmission or similar means shall be deemed served 
upon telephone confirmation of receipt, provided a copy is also delivered via 
delivery or mail. If notice is received on a Saturday, Sunday or legal 
holiday, it shall be deemed received on the next business day.

24.  WAIVERS.  No waiver by Lessor of the Default or Breach of any term, 
covenant or condition hereof by Lessee, shall be deemed a waiver of any other 
term, covenant or condition hereof, or of any subsequent Default or Breach by 
Lessee of the same or of any other term, covenant or condition hereof.  
Lessors consent to, or approval of, any act shall not be deemed to render 
unnecessary the obtaining of Lessors consent to, or approval of, any 
subsequent or similar act by Lessee, or be construed as the basis of an 
estoppel to enforce the provision or provisions of this Lease requiring such 
consent.  The acceptance of rent by Lessor shall not be a waiver of any 
Default or Breach by Lessee.  Any payment by Lessee may be accepted by Lessor 
on account of monies or

                                      17

<PAGE>

damages due Lessor, notwithstanding any qualifying statements or conditions 
made by Lessee in connection therewith, which such statements and/or 
conditions shall be of no force or effect whatsoever unless specifically 
agreed to in writing by Lessor at or before the time of deposit of such 
payment.

25.  RECORDING.  Either Lessor or Lessee shall, upon request of the other, 
execute, acknowledge and deliver to the other a short form memorandum of this 
Lease for recording purposes.  The Party requesting recordation shall be 
responsible for payment of any fees applicable thereto.

26.  NO RIGHT TO HOLDOVER.  Lessee has no right to retain possession of the 
Premises or any part thereof beyond the expiration or termination of this 
Lease. In the event that Lessee holds over, then the Base Rent shall be 
increased to one hundred fifty percent (150%) of the Base Rent applicable 
during the month immediately preceding the expiration or termination.  
Nothing contained herein shall be construed as consent by Lessor to any 
holding over by Lessee.

27.  CUMULATIVE REMEDIES.  No remedy or election hereunder shall be deemed 
exclusive but shall, wherever possible, be cumulative with all other remedies 
at law or in equity.

28.  COVENANTS AND CONDITIONS; CONSTRUCTION OF AGREEMENT.  All provisions of 
this Lease to be observed or performed by Lessee are both covenants and 
conditions.  In construing this Lease, all headings and titles are for the 
convenience of the parties only and shall not be considered a part of this 
Lease.  Whenever required by the context, the singular shall include the 
plural and vice versa.  This Lease shall not be construed as if prepared by 
one of the parties, but rather according to its fair meaning as a whole, as 
if both parties had prepared it.

29.  BINDING EFFECT; CHOICE OF LAW.  This Lease shall be binding upon the 
parties, their personal representatives, successors and assigns and be 
governed by the laws of the State in which the Premises are located.  Any 
litigation between the Parties hereto concerning this Lease shall be 
initiated in the county in which the Premises are located.

30.  SUBORDINATION; ATTORNMENT; NON-DISTURBANCE.

     30.1 SUBORDINATION.  This Lease and any Option granted hereby shall be 
subject and subordinate to any ground lease, mortgage, deed of trust or other 
hypothecation or security device (collectively, "SECURITY DEVICE"), now or 
hereafter placed upon the Premises, to any and all advances made on the 
security thereof, and to all renewals, modifications, and extensions thereof. 
Lessee agrees that the holding any such Security Device (in this Lease 
together referred to as "LENDER") shall have no liability or obligation to 
perform any of the obligations of Lessor under this Lease.  Any Lender may 
elect to have this Lease and/or any Option granted hereby superior to the 
lien of its Security Device by giving written notice thereof to Lessee 
whereupon this Lease and such Options shall be deemed prior to such Security 
Device, notwithstanding the relative dates of the documentation or 
recordation thereof.

     30.2 ATTORNMENT.  Subject to the non-disturbance provisions of Paragraph 
30.3, Lessee agrees to attorn to a Lender or any other party who acquires 
ownership of the Premises by reason of a foreclosure of a Security Device, 
and that in the event of such foreclosure, such new owner shall not:  (i) be 
liable for any act or omission of any prior lessor or with respect to events 
occurring prior to acquisition of ownership; (ii) be subject to any offsets 
or defenses which Lessee might have against any prior lessor; or (iii) be 
bound by prepayment of more than one (1) month's rent.

     30.3 NON-DISTURBANCE.  With respect to Security Devices entered into by 
Lessor after the execution of this Lease, Lessee's subordination of this 
Lease shall be subject to receiving a commercially reasonable non-disturbance 
agreement (a "Non-Disturbance Agreement") from the Lender which 
Non-Disturbance Agreement provides that Lessee's possession of the Premises, 
and this Lease, including any options to extend the term hereof, will not be 
disturbed so long as Lessee is not in Breach hereof and attorns to the record 
owner of the Premises.  Further, within sixty (60) days after the execution 
of this Lease, Lessor shall use its commercially reasonable efforts to obtain 
a Non-Disturbance Agreement from the holder of any pre-existing Security 
Device which is secured by the Premises.  In the event that Lessor is unable 
to provide the Non-Disturbance Agreement within said sixty (60) days, then 
Lessee may, at Lessee's option, directly contract Lessor's lender and attempt 
to negotiate for the execution and delivery of a Non-Disturbance Agreement.

     30.4 SELF-EXECUTING.  The agreements contained in this Paragraph 30 
shall be effective without the execution of any further documents; provided, 
however, that, upon written request from Lessor or a Lender in connection 
with a sale, financing or refinancing of the Premises, Lessee and Lessor 
shall execute such further writings as may be reasonably required to 
separately document any such subordination, attornment and/or Non-Disturbance 
Agreement provided for herein.

                                      18

<PAGE>

31.  ATTORNEYS' FEES.  If any Party or Broker brings an action or proceeding 
involving the Premises to enforce the terms hereof or declare rights 
hereunder, the Prevailing Party (as hereafter defined) in any such 
proceeding, action, or appeal thereof shall be entitled to reasonable 
attorneys' fees.  Such fees may be awarded in the same suit or recovered in a 
separate suit, whether or not such action or proceeding is pursued to 
decision or judgment.  The term "PREVAILING PARTY" shall include, without 
limitation, a Party or Broker who substantially obtains or defeats the relief 
sought, as the case may be.  The attorneys' fees award shall not be computed 
in accordance with any court fee schedule, but shall be such as to fully 
reimburse all attorneys' fees reasonably incurred.  In addition, Lessor shall 
be entitled to attorneys' fees, costs and expenses incurred in the 
preparation and service of notices of Default and consultations in connection 
therewith, whether or not a legal action is subsequently commenced in 
connection with such Default or resulting Breach.

32.  LESSOR'S ACCESS; SHOWING PREMISES; REPAIRS.  Lessor and Lessor's agents 
shall have the right to enter the Premises at any time, in the case of an 
emergency, and otherwise at reasonable times for the purpose of showing the 
same to prospective purchasers, lenders, or lessees, and making such 
alterations, repairs, improvements or additions to the Premises as Lessor may 
deem necessary. All such activities of Lessor shall be without abatement of 
rent or liability to Lessee.  Lessor may at any time place on the Premises 
any ordinary "For Sale" signs and Lessor may during the last six (6) months 
of the term hereof place on the Premises any ordinary "For Lease" signs.  
Lessee may at any time place on or about the Premises and ordinary "For 
Sublease" sign.

33.  AUCTIONS.  Lessee shall not conduct, nor permit to be conducted, any 
auction upon the Premises without Lessor's prior written consent.  Lessor 
shall not be obligated to exercise any standard of reasonableness in 
determining whether to permit an auction.

34.  SIGNS.  Except for ordinary "For Sublease" signs, Lessee shall not place 
any sign upon the Premises without Lessor's prior written consent.  All signs 
must comply with all Applicable Requirements.

35.  TERMINATION; MERGER.  Unless specifically stated otherwise in writing by 
Lessor, the voluntary or other surrender of this Lease by Lessee, the mutual 
termination or cancellation hereof, or a termination hereof by Lessor for 
Breach by Lessee, shall automatically terminate any sublease or lessor estate 
in the Premises; provided, however, that Lessor may elect to continue any one 
or all existing subtenancies.  Lessor's failure within ten (10) days 
following any such event to elect to the contrary by written notice to the 
holder of any such lesser interest, shall constitute Lessor's election to 
have such event constitute the termination of such interest.

36.  CONSENTS.  Except as otherwise provided herein, wherever in this Lease 
the consent of a Party is required to an act by or for the other Party, such 
consent shall not be unreasonably withheld or delayed.  Lessor's actual 
reasonable costs and expenses (including but not limited to architects', 
attorneys', engineers' and other consultants' fees) incurred in the 
consideration of, or response to, a request by Lessee for any Lessor consent, 
including but not limited to consents to an assignment, a subletting or the 
presence or use of a Hazardous Substance, shall be paid by Lessee upon 
receipt of an invoice and supporting documentation therefor.  Lessor's 
consent to any act, assignment or subletting shall not constitute an 
acknowledgment that no Default or Breach by Lessee of this Lease exists, nor 
shall such consent be deemed a waiver of any then existing Default or Breach, 
except as may be otherwise specifically stated in writing by Lessor at the 
time of such consent.  The failure to specify herein any particular condition 
to lessor's consent shall not preclude the imposition by Lessor at the time 
of consent of such further or other conditions as are then reasonable with 
reference to the particular matter for which consent is being given.  In the 
event that either Party disagrees with any determination made by the other 
hereunder and reasonably requests the reasons for such determinations, the 
determining party shall furnish its reasons in writing and in reasonable 
detail within ten (10) business days following such request.

37.  GUARANTOR.  

     37.1 EXECUTION.  The Guarantors, if any, shall each execute a guaranty 
in the form most recently published by the American Industrial Real Estate 
Association, and each Guarantor shall have the same obligations as Lessee 
under this Lease.

     37.2 DEFAULT.  It shall constitute a Default of the Lessee if any 
Guarantor fails or refuses, upon request to provide:  (a) evidence of the 
execution of the guaranty, including the authority of the party signing on 
Guarantor's behalf to obligate Guarantor, and in the case of a corporate 
Guarantor, a certified copy of a resolution of its board of directors 
authorizing the making of such guaranty, (b) current financial statements, 
(c) an Estoppel Certificate, or (d) written confirmation that the guaranty is 
still in effect.

                                      19

<PAGE>

38.  QUIET POSSESSION.  Subject to payment by Lessee of the Rent and 
performance of all of the covenants, conditions and provisions on Lessee's 
part to be observed and performed under this Lease, Lessee shall have quiet 
possession and quiet enjoyment of the premises during the term hereof.

39.  OPTIONS.

     39.1 DEFINITION.  "OPTION" shall mean:  (a) the right to extend the term 
of or renew this Lease or to extend or renew any lease that Lessee has on 
other property of Lessor; (b) the right of first refusal or first offer to 
lease either the Premises or other property of Lessor; (c) the right to 
purchase or the right of first refusal to purchase the Premises or other 
property of Lessor.

     39.2 OPTIONS PERSONAL TO ORIGINAL LESSEE.  Each Option granted to Lessee 
in this Lease is personal to the original Lessee, and cannot be assigned or 
exercised by anyone other than said original Lessee and only while the 
original Lessee is in full possession of the Premises and, if requested by 
Lessor, with Lessee certifying that Lessee has no intention of thereafter 
assigning or subletting.

     39.3 MULTIPLE OPTIONS.  In the event that Lessee has any multiple 
Options to extend or renew this Lease, a later Option cannot be exercised 
unless the prior Options have been exercised.

     39.4 EFFECT OF DEFAULT ON OPTIONS.

          (a)  Lessee shall have no right to exercise an Option:  (i) during 
the period commencing with the giving of any notice of Default and continuing 
until said Default is cured; (ii) during the period of time any Rent is 
unpaid (without regard to whether notice thereof is given Lessee); (iii) 
during the time Lessee is in Breach of this Lease; or (iv) in the event that 
Lessee has been given three (3) or more notices of separate Default, whether 
or not the Defaults are cured, during the twelve (12) month period 
immediately preceding the exercise of the Option.

          (b)  The period of time within which an Option may be exercised 
shall not be extended or enlarged by reason of Lessee's inability to exercise 
an Option because of the provisions of Paragraph 39.4(a).

          (c)  An Option shall terminate and be of no further force or 
effect, notwithstanding Lessee's due and timely exercise of the Option, if, 
after such exercise and prior to the commencement of the extended term, (i) 
Lessee fails to pay Rent for a period of thirty (30) days after such Rent 
becomes due (without any necessity of Lessor to give notice thereof), (ii) 
Lessor gives to Lessee three (3) or more notices of separate Default during 
any twelve (12) month period, whether or not the Defaults are cured, or (iii) 
if Lessee commits a Breach of this Lease.

40.  MULTIPLE BUILDINGS.  If the Premises are a part of a group of buildings 
controlled by Lessor, Lessee agrees that it will observe all reasonable rules 
and regulations which Lessor may make from time to time for the management, 
safety, and care of said properties, including the care and cleanliness of 
the grounds and including the parking, loading and unloading of vehicles, and 
that Lessee will pay its fair share of common expenses incurred in connection 
therewith.

41.  SECURITY MEASURES.  Lessee hereby acknowledges that the rental payable 
to Lessor hereunder does not include the cost of guard service or other 
security measures, and that Lessor shall have no obligation whatsoever to 
provide same. Lessee assumes all responsibility for the protection of the 
Premises, Lessee, its agents and invitees and their property from the acts of 
third parties.

42.  RESERVATIONS.  Lessor reserves to itself the right, from time to time, 
to grant, without the consent or joinder of Lessee, such easements, rights 
and dedications that Lessor deems necessary, and to cause the recordation of 
parcel maps and restrictions, so long as such easements, rights, dedications, 
maps and restrictions do not unreasonably interfere with the use of the 
Premises by Lessee.  Lessee agrees to sign any documents reasonably requested 
by Lessor to effectuate any such easement rights, dedication, map or 
restrictions.

43.  PERFORMANCE UNDER PROTEST.  If at any time a dispute shall arise as to 
any amount or sum of money to be paid by one Party to the other under the 
provisions hereof, the Party against whom the obligation to pay the money is 
asserted shall have the right to make payment "under protest" and such 
payment shall not be regarded as a voluntary payment and there shall survive 
the right on the part of said Party to institute suit for recovery of such 
sum.  If it shall be adjudged that there was no legal obligation on the part 
of said Party to pay such sum or any part thereof, said Party shall be 
entitled to recover such sum or so much thereof as it was not legally 
required to pay.

44.  AUTHORITY.  If either Party hereto is a corporation, trust, limited 
liability company, partnership, or similar entity, each individual executing 
this Lease on behalf of such entity represents and warrants that he or she is 

                                      20

<PAGE>

duly authorized to execute and deliver this Lease on its behalf.  Each party 
shall, within thirty (30) days after request, deliver to the other party 
satisfactory evidence of such authority.

45.  CONFLICT.  Any conflict between the printed provisions of this Lease and 
the typewritten or handwritten provisions shall be controlled by the 
typewritten or handwritten provisions.

46.  OFFER.  Preparation of this Lease by either Party or their agent and 
submission of same to the other Party shall not be deemed an offer to lease 
to the other Party.  This Lease is not intended to be binding until executed 
and delivered by all Parties hereto.

47.  AMENDMENTS.  This Lease may be modified only in writing, signed by the 
Parties in interest at the time of the modification.  As long as they do not 
materially change Lessee's obligations hereunder, Lessee agrees to make such 
reasonable non-monetary modifications to this Lease as may be reasonably 
required by a Lender in connection with the obtaining of normal financing or 
refinancing of the Premises.  

48.  MULTIPLE PARTIES.  If more than one person or entity is named herein as 
either Lessor or Lessee, such multiple Parties shall have joint and several 
responsibility to comply with the terms of this Lease.

49.  MEDIATION AND ARBITRATION OF DISPUTES.  An Addendum requiring the 
Mediation and/or the Arbitration of all disputes between the Parties and/or 
Brokers arising out of this Lease / / is / / is not attached to this Lease.

LESSOR AND LESSEE HAVE CAREFULLY READ AND REVIEWED THIS LEASE AND EACH TERM 
AND PROVISION CONTAINED HEREIN, AND BY THE EXECUTION OF THIS LEASE SHOW THEIR 
INFORMED AND VOLUNTARY CONSENT THERETO.  THE PARTIES HEREBY AGREE THAT, AT 
THE TIME THIS LEASE IS EXECUTED, THE TERMS OF THIS LEASE ARE COMMERCIALLY 
REASONABLE AND EFFECTUATE THE INTENT AND PURPOSE OF LESSOR AND LESSEE WITH 
RESPECT TO THE PREMISES.

ATTENTION:  NO REPRESENTATION OR RECOMMENDATION IS MADE BY THE AMERICAN
INDUSTRIAL REAL ESTATE ASSOCIATION OR BY ANY BROKER AS TO THE LEGAL SUFFICIENCY,
LEGAL EFFECT, OR TAX CONSEQUENCES OF THIS LEASE OR THE TRANSACTION TO WHICH IT
RELATES.  THE PARTIES ARE URGED TO:

1.   SEEK ADVICE OF COUNSEL AS TO THE LEGAL AND TAX CONSEQUENCES OF THIS LEASE.
2.   RETAIN APPROPRIATE CONSULTANTS TO REVIEW AND INVESTIGATE THE CONDITION OF
THE PREMISES.  SAID INVESTIGATION SHOULD INCLUDE BUT NOT BE LIMITED TO: THE
POSSIBLE PRESENCE OF HAZARDOUS SUBSTANCES, THE ZONING OF THE PREMISES, THE
STRUCTURAL INTEGRITY, THE CONDITION OF THE ROOF AND OPERATING SYSTEMS, AND THE
SUITABILITY OF THE PREMISES FOR LESSEE'S INTENDED USE.

WARNING:  IF THE PREMISES IS LOCATED IN A STATE OTHER THAN CALIFORNIA, CERTAIN
PROVISIONS OF THE LEASE MAY NEED TO BE REVISED TO COMPLY WITH THE LAWS OF THE
STATE IN WHICH THE PREMISES IS LOCATED.


The parties hereto have executed this Lease at the place and on the dates
specified above their respective signatures.

 Executed at  Santa Fe Springs           Executed at  Santa Fe Springs 
              ----------------                        ----------------
 on  4.20/98                             on  4.20/98    
     -------                                 -------
 by LESSOR:                              by LESSEE:
  Robert A. Steele                         Burke Industries, Inc., 
  ----------------                         -----------------------
                                           A California Corp.     
                                           ------------------

 By /s/ Robert A. Steele                 By /s/ Hisham Alameddine 
   ----------------------------            ----------------------------------
 Name Printed: Robert A. Steele          Name Printed: Hisham Alameddine   
              -----------------                        ----------------------
 Title: Partner                          Title: Vice President, Operations 
       ------------------------                 -----------------------------

 By                                      By   
   ----------------------------            ----------------------------------
 Name Printed:                           Name Printed:  
              -----------------                       -----------------------
 Title:                                  Title:    
       ------------------------                ------------------------------
 Address: 801 North Parkcenter Drive,   Address:  13767 Freeway Drive 
         ----------------------------           -----------------------------
          H210                                    Santa Fe Springs, CA  90670
         ----------------------------           -----------------------------
          Santa Ana, California  92705   Telephone: (562) 926-6556     
         -----------------------------             --------------------------
 Telephone: (714) 547-1733               Facsimile:  (562) 926-3710    
           ---------------------------             --------------------------
 Facsimile:  (714) 972-1492              Federal ID No. 
           ---------------------------                 ----------------------
 Federal ID No.      
               -----------------------

NOTE: These forms are often modified to meet changing requirements of law
      and industry needs. Always write or call to make sure you are utilizing
      the most current form:  AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION, 
      700 So. Flower Street, Suite 600, Los Angeles, CA  90017. (213) 687-8777.
      Fax No. (213) 687-8616.

                                      21
<PAGE>
 
ADDENDUM TO STANDARD INDUSTRIAL/COMMERCIAL SINGLE-TENANT LEASE-GROSS DATED 
APRIL 15, 1998 BY AND BETWEEN ROBERT STEELE, ET AL ("LESSOR") AND BURKE 
INDUSTRIES, INC. ("LESSEE") FOR THE PROPERTY LOCATED AT 10039 NORWALK 
BOULEVARD SANTA FE SPRINGS, LOS ANGELES, CALIFORNIA.

PARAGRAPH 1 - Months of June and July 1998 shall be rent-free.

PARAGRAPH 2- Lessor will do all necessary repair work on the roof to put it 
into a water-tight condition.

PARAGRAPH 3 - Lessor will be responsible for compliance with any ADA/Title 
24/Building code issues that come up during the lease that are not a result 
of Lessee's specific operations or any additional improvements that Lessee 
makes to the premiums during the lease term.

PARAGRAPH 4 - Lessor shall deliver the HVAC system in good operating 
condition prior to lease commencement.  Lessee shall maintain the HVAC system 
through a regular maintenance contract.  However, Lessee will be responsible 
for all other expenses beyond the normal maintenance required by said 
contracts.  If it is determined by an HVAC expert that the existing unit 
cannot function properly, the Lessor will replace the HVAC system, and the 
Lessee will resume the scheduled maintenance responsibility thereafter for 
the new HVAC system.

PARAGRAPH 5 - Lessor, at Lessor's expense, shall install one truck-height 
loading position.  The location shall be mutually agreed upon by Lessor and 
Lessee.  This work shall be completed as soon as reasonably possible 
recognizing that time is of the essence so that Lessee can utilize the 
truck-height loading position for its business.

PARAGRAPH 6 - Other than Lessor's work as outlined in Addendum Paragraph 2, 4 
and 5, and Lessor delivering the building in good working condition as called 
for in Paragraph 2.2 Condition, Lessee accepts the property in its "as is" 
condition.

Subject to Lessor's approval which shall not be unreasonably withheld Lessee 
may do refurbishing, make changes, alterations and/or additions to the 
premises. Lessor will reimburse Lessee for its expenses up to $100,000.  Any 
reimbursed payments over $50,000 shall be amortized over the 60 month term of 
the lease at 10%.  Example: $50,000 at 10% for 60 months would amortize at 
$1,062.35 per month or 1.895 CENTS per square foot, per month.

PARAGRAPH 7 - Rent Adjustment.  See attached/Addendum Paragraph 7.

PARAGRAPH 8 - Option to Extend.  See attached/Addendum Paragraph 8.

PARAGRAPH 9 - 6.2 Hazardous Substances

(a)  Reportable Liens Require Consent.  The term "Hazardous Substance" as used
     in this Lease shall mean any product, substance, chemical, material or
     waste whose presence, nature, quantity and/or intensity of existence, use,
     manufacture, disposal, transportation, spill, release or effect either by
     itself or in combination with other materials expected to be on the
     Premises, is either:  (i) potentially injurious to the public health,
     safety or welfare, the environment or the Premises; (ii) regulated or
     monitored by any governmental authority; or (iii) a basis for potential
     liability of Lessor to any governmental agency or third party under any
     applicable statute or common-law theory.  Hazardous Substance shall
     include, but not be limited to, hydrocarbons, petroleum, gasoline, crude
     oil or any products or byproducts thereof.  Lessee shall not engage in any
     activity in or about the premises which constitutes a Reportable Use (as
     hereinafter defined) of Hazardous Substances without the express prior
     written consent of Lessor and compliance in a timely manner, at Lessee's
     sole cost and  expense) with all Applicable Requirements (as hereinafter
     defined in paragraph 63).  "Reportable Use" shall mean (i) the installation
     or use of any above or below ground storage tank, (ii) the generation,
     possession, storage, use, transportation, or disposal of a Hazardous
     Substance that requires a permit from, or with respect to which a report,
     notice, registration or business plan is required to be filed with any
     governmental authority, and (iii) the presence in, on or about the Premises
     or neighboring properties.  Notwithstanding the foregoing, Lessee may,
     without Lessor's prior consent, but upon notice to Lessor and in compliance
     with all Applicable Requirements, use any ordinary and customary materials
     reasonably required to be used by Lessee in the normal course of the
     Permitted Use, so long as such use is not a Reportable Use and does not
     expose the Premises or neighboring properties to any meaningful risk of
     contamination or damage or expose Lessor to any liability therefor.  In
     addition, Lessor may (but without any obligation to do so) condition its
     consent to any reportable Use of any Hazardous Substance by Lessee upon
     Lessee's giving Lessor such additional assurances as Lessor, in its
     reasonable discretion, deems necessary to protect itself, the public, the
     Premises and the environment against damage, contamination or injury and/or
     liability therefor,

                                       1

<PAGE>

     including but not limited to the installation (and, at Lessor's option, 
     removal on or before Lease expiration or earlier termination) of 
     reasonably necessary protective modifications to the Premises (such as 
     concrete encasements) and/or the deposit of an additional security 
     deposit under paragraph 5 hereof.

(b)  Notice of Release.  If, during the term (including any extensions), either
     Lessor or Lessee becomes aware of any (a) any actual or threatened release
     of any Hazardous Substance on, under, or about the Premises or the Building
     or (b) any injury, investigation, proceeding, or claim by any government
     agency or other person regarding the presence of Hazardous Substance on,
     under, or about the Premises or the Building, that party shall give the
     other party written notice of the release or investigation immediately (or
     as soon as practical in case of an emergency) after learning of it and
     shall simultaneously furnish the other party copies of any claims, notices
     of violation, reports or other writings received by the party providing
     notice that concern the release or investigation.

(c)  Warranties. Lessor warrants and represents to Lessee that, to the best of
     Lessor's knowledge without independent investigation inquiry, as of the
     effective date of the Lease:

     (i)   There has been no release onto or under the Premises or the Building
           of any Hazardous Substance in violation of any Applicable
           Requirements;

     (ii)  The Building contains no PCBs, PCB contaminated electrical equipment,
           or asbestos containing materials which in its present condition poses
           a health hazard to Lessee's employees; and

     (iii) Landlord has received no notice that the Premises or the Building is
           in violation of any Applicable Requirements.

(d)  Lessee's Indemnification.  Lessee shall indemnify, protect, defend and hold
     Lessor, its agents, employees, lenders and ground lessor, if any, and the
     Premises, harmless from and against any and all damages, liabilities,
     judgments, costs, claims, liens, expenses, penalties, loss of permits and
     attorneys' and consultants' fees arising out of or involving any Hazardous
     Substance brought onto the Premises by or for Lessee or by anyone under
     Lessee's control.  Lessee's obligations under this Paragraph 6.2 (D.) shall
     include, but not be limited to, the effects of any combination or injury to
     person, property or the environment created or suffered by Lessee, and the
     cost of investigation (including consultants' and attorneys' fees in
     testing), removal and remediation, restoration and abatement thereof, or of
     any combination therein involved, and shall survive the expiration or
     earlier termination of this Lease.  No termination, cancellation or release
     agreement entered into by Lessor and Lessee shall release Lessee from its
     obligations under this Lease with respect to Hazardous Substances, unless
     specifically so agreed by Lessor in writing at the time of such agreement.

(e)  Lessor's Indemnification.  Lessor shall indemnify, protect, defend and hold
     Lessee, its agents, employees, lenders and subtenants, if any, harmless
     from and against any and all damages, liabilities, judgments, cost, claims,
     liens, expenses, penalties, loss of permits, and attorneys, and
     consultants' fees arising out of or involving any Hazardous Substance
     brought onto the Premises by or for Lessor or by anyone under Lessor's
     control.  Lessor's obligations under this paragraph 6.2(D.) shall include,
     but not be limited to, the effects of any combination or injury to person,
     property or the environment created or suffered by Lessor, and the cost of
     investigation (including consultants' and attorneys' fees in testing),
     removal and remediation, gestation and abatement thereof, or of any
     combination therein involved, and shall survive the expiration of earlier
     termination of this Lease.  No termination, cancellation or release
     agreement entered into by Lessor and Lessee shall release Lessor from its
     obligations under the Lease with respect to Hazardous Substances, unless
     specifically so agreed by Lessee in writing at the time of such agreement.

(f)  Lessor's Consent to Reportable Uses.  Notwithstanding any contrary
     provision of this Lease, Lessor hereby consents to the installation or use
     of any above ground storage tank for the generation, possession, storage,
     loss, transportation, or disposal of, in, on or about the Premises, of the
     substances described in Exhibit B hereto, together with any additional
     Hazardous Substance, provided Lessee does not generate, possess, store,
     use, transport or dispose of more than fifty five gallons of each such
     additional Hazardous Substance.

PARAGRAPH 10 - 8.7.1.  Lessee's Indemnification to Landlord.  To the fullest 
extent permitted by law but subject to this section 8.7, Lessee shall, at 
Lessee's sole expense and with counsel reasonably acceptable to Landlord, 
indemnify, defend, and hold harmless Landlord from, and against all claims, 
as defined in subsection 8.7.2, from any cause arising out of or relating 
(directly or indirectly) to this Lease, the tenancy created under this Lease, 
or the Premises, including:

(a)  The use or occupancy, or manner of use or occupancy, of the Premises or
     building by Lessee Parties;

                                       2
<PAGE>

(b)  Any act, error, omission, or negligence of Lessee in, on, or about the
     Premises;

(c)  Lessee's conducting of its business;

(d)  Any alterations, activities, work, or things done, omitted, or permitted by
     Lessee in, at, or about the Premises or Building, including the violation
     of or failure to comply with any applicable laws, statutes, ordinances,
     standards, rules, regulations, orders, decrees, or judgments in existence
     on the Lease Commencement Date or enacted, promulgated, or issued after the
     date of this Lease, except to the extent that compliance with such legal
     requirements is made the responsibility of Landlord pursuant to this Lease;
     and 

(e)  Any breach or default in performance of any obligation on Lessee's part to
     be performed under this Lease.

8.7.2.     Definition of Claims.  For purposes of the Lease, "Claims" means 
any and all claims, losses, costs, damage, expenses, liabilities, liens, 
actions; causes of action (whether in tort or contract, law or equity, or 
otherwise), charges, assessments, fines, and penalties of any kind (including 
consultant and expert expenses, court costs, and attorneys' fees actually 
incurred).

8.7.3.     Type of Injury or Loss. This indemnification extends to and 
includes Claims for:

(a)  Injury to any persons (including death at any time resulting from that
     injury);

(b)  Loss of injury or damage to, or destruction of tangible property (including
     all loss of use resulting from that loss, injury, damage, or destruction);
     and

(c)  Economic losses and consequential or resulting damage, but only to the
     extent incurred by Landlord in connection with (1) a holdover of the
     Premises by Lessee after the expiration or earlier termination of this
     Lease or (2) any repair, physical construction, or work of improvement
     performed by or on behalf of Lessee in the Building.

8.7.4.     Indemnification Negligence and Willful Misconduct; Consequential 
Damages.  Despite any other provision of this Lease:

(a)  Lessee's indemnification in subsection 8.7.1 shall not apply to any claim
     caused by or arising out of the active or passive negligence of Landlord or
     to the extent that a Claim against Landlord actually or allegedly arises
     out of the willful misconduct of Landlord, except for damage to the Lessee
     Improvements or Lessee's personal property, fixtures, furniture, and
     equipment in the Premises to the extent that such damage is covered by
     insurance that Lessee is required to carry under this Lease (or would have
     been covered had Lessee carried the insurance required under this Lease);
     and

(b)  Except as provided in subsection 8.7.3:

     (1)   Nothing in this Lease shall impose any obligation on Landlord to be
           responsible or liable for, and Lessee releases Landlord from all
           liability for, consequential damages suffered by Lessee; and

     (2)   Nothing in this Lease imposes any obligation on Lessee to be
           responsible or liable for, and Landlord releases Lessee from all
           liability for, consequential damages suffered by Landlord.

8.7.5      Relationship of Indemnity to Other Lease Obligations. Lessees' 
agreement to indemnify Landlord and landlords' agreement to indemnify Lessee 
under this section 8.7 are not intended to and shall not:

(a)  Restrict, limit, or modify the parties' respective insurance and other
     obligations under this Lease, such indemnity covenants being independent of
     the parties' insurance and other obligations; 

(b)  Be restricted, limited, or modified by the parties' compliance with their
     respective insurance requirements and other obligations under this Lease;

(c)  Relieve any insurance carrier of its obligations under policies required to
     be carried under this Lease to the extent that such policies cover, or if
     carried would have covered, the matters subject to the parties' respective
     indemnification obligations; or

(d)  Supersede any inconsistent agreement of the parties set forth in any other
     provision of this Lease.

8.7.6.     Attorney Fees.  The prevailing party shall be entitled to recover 
its actual attorney fees and court costs incurred in enforcing the 
indemnification clauses set forth in this section 8.7.3.

                                       3
<PAGE>

8.7.7.     Survival of Indemnification.  The clauses of this section 8.7 
shall survive the expiration or earlier termination of this Lease for a 
period of three (3) years but only to the extent that the Claims are covered 
and actually paid by the indemnifying party's insurance coverage.

8.7.8.     Landlord's Indemnification of Lessee.  Because Landlord is 
required to maintain insurance on the Building and because of the waivers of 
subrogation in this Lease, Landlord shall, with counsel reasonably acceptable 
to Lessee, indemnify, defend, and hold harmless Lessee from and against all 
Claims for damage to property outside the Premises to the extent that such 
Claims are covered by such insurance (or would have been covered had Landlord 
carried the insurance required under this Lease), even if resulting from the 
negligent acts, omissions, or willful misconduct of Lessee.  In addition, 
Landlord shall, with counsel reasonably acceptable to Lessee, indemnify, 
defend, and hold harmless Lessee from and against all Claims resulting from 
the negligent acts, omissions, or willful misconduct of Landlord in 
connection with Landlord's activities in, on, or about the Premises or 
Building, except to the extent that such claim is for damage to the Lessee 
Improvements and Lessee's personal property, fixtures, furniture, and 
equipment on the Premises and is covered by insurance that Lessee is required 
to obtain under this Lease (or would have been covered had Lessee carried the 
insurance required under this Lease).

AMERICANS WITH DISABILITIES ACT ("ADA"):

The parties hereto agree to comply with all applicable federal, state and 
local laws, regulations, codes, ordinances and administrative orders having 
jurisdiction over the parties, property of the subject matter of this 
agreement, including, but not limited to, the 1964 Civil Rights Act and all 
amendments thereto, the Foreign Investment In Real Property Tax Act, the 
Comprehensive Environment Liability Act and The Americans With Disabilities 
Act.

CONSULT YOUR ATTORNEYS/ADVISORS

This document has been prepared for approval by your attorney.  No 
representation is made by CB Commercial Real Estate Group, Inc., or its 
agents or employees as to the legal sufficiency, legal effect, or tax 
consequences of this document or the transaction to which it relates.  These 
are questions for your attorney.

In any real estate transaction, it is recommended that you consult with a 
professional, such as a civil engineer, industrial hygienist or other person, 
with experience in evaluating the condition of the property, including the 
possible presence of asbestos, hazardous materials and underground storage 
tanks.

   /s/  Robert A. Steele                    4/20/98 
   ----------------------                   --------
   SIGNATURE                                DATE

   /s/  Hisham Alameddine                   4/20/98 
   ----------------------                   --------
   SIGNATURE                                DATE

                                       4

<PAGE>
                                          
                                 RENT ADJUSTMENT(S)
                              STANDARD LEASE ADDENDUM

     DATED APRIL 15, 1998     
     BY AND BETWEEN (LESSOR)  ROBERT STEELE, ET AL     
                    (LESSEE) BURKE INDUSTRIES, INC.   
     ADDRESS OF PREMISES:     10039 NORWALK BLVD., SANTA FE SPRINGS   

Addendum
Paragraph  7   

A.   RENT ADJUSTMENTS:

     The monthly rent for each month of the adjustment period(s) specified below
shall be increased using the method(s) indicated below:

(Check Method(s) to be Used and Fill in Appropriately)

/X/  I.    COST OF LIVING ADJUSTMENT(s) (COLA)

           a.  On (Fill in COLA Date): December 1, 2000 (32nd month)  63rd and
94th months if Option to Extend is exercised the Base Rent shall be adjusted
by the change, if any, from the Base Month specified below, in the Consumer
Price Index of the Bureau of Labor Statistics of the U.S. Department of Labor
for (select one): /X/ CPI W (Urban Wage Earners and Clerical Workers) or 
/ / CPI U (All Urban Consumers), for (Fill in Urban Area):
______________________________________________________________________
_____________________________________________.  All items (1982-1984 = 100),
herein referred to as "CPI".

           b.  This monthly rent payable in accordance with paragraph A.I.a 
of this Addendum shall be calculated as follows:  the Base Rent set forth in 
paragraph 1.5 of the attached Lease, shall be multiplied by a fraction the 
numerator of which shall be the CPU of the calendar month two months prior to 
the month(s) specified in A.I.a above during which the adjustment is to take 
effect, and the denominator of which shall be the CPI of the calendar month 
which is two months prior to (select one) /X/ the first month of the term of 
this Lease as set forth in paragraph 1.3 ("Base Month") or / / (Fill in Other 
"Base Month"):_____________________.  The sum so calculated shall constitute 
the new monthly rent hereunder, but in no event, shall any such new monthly 
rent be less than the rent payable for the month immediately preceding the 
rent adjustment.

           c.  In the event the compilation and/or publication of the CPI 
shall be transferred to any other governmental department or bureau or agency 
or shall be discontinued, then the index most nearly the same as the CPI 
shall be used to make such calculation.  In the event that the Parties cannot 
agree on such alternative index, then the matter shall be submitted for 
decision to the American Arbitration Association in accordance with the then 
rules of said Association and the decision of the arbitrators shall be 
binding upon the Parties.  The cost of said Arbitration shall be paid equally 
by the Parties. See Addendum  Paragraph A.d. page 2

B.   NOTICE:

     Unless specified otherwise herein, notice of any such adjustments, other 
than Fixed Rental Adjustments, shall be made as specified in paragraph 23 of 
the Lease.

C.   BROKER'S FEE:

     The Brokers specified in paragraph 1.10 shall be paid a Brokerage Fee 
for each adjustment specified above in accordance with paragraph 15 of the 
Lease.

Paragraph A.d.   In no event shall the Cost of Living Adjustment for any period
                 have an increase of less than 2% per annum nor more than 6% per
                 annum when compared to the monthly rent last paid in the 
                 previous period.

 Initials:  _____                                              Initials:  _____
            _____                                                         _____


                                 Rent Adjustment(s)
                                    Page 1 of 1
     For this form, write: American Industrial Real Estate Association, 700 S.
Flower Street, Suite 600, Los Angeles, California 90071.  -C-1997 - American
Industrial Real Estate Association

<PAGE>


                                 OPTION(S) TO EXTEND
                              ADDENDUM TO STANDARD LEASE 

     DATED     APRIL 15, 1998 
     BY AND BETWEEN (LESSOR)  ROBERT STEELE, ET AL     
                    (LESSEE)  BURKE INDUSTRIES, INC.   
     ADDRESS OF PREMISES:     10039 NORWALK BLVD., SANTA FE SPRINGS   

Addendum
Paragraph 8    

A.   OPTION(S) TO EXTEND:

     Lessor hereby grants to Lessee the option to extend the term of this 
Lease for (1) additional (5) year period(s) commencing when the prior term 
expires upon each and all of the following terms and conditions:

          (i)  Lessee gives to lessor, and Lessor actually receives on a date 
which is prior to the date that the option period would commence (if 
exercised) by at least (6) months, a written notice of the exercise of the 
option(s) to extend this Lease of said additional term(s), time being of 
essence, if said notification of the exercise of said option(s) is (are) not 
so given and received, the option(s) shall automatically expire; said 
option(s) may (if more than one) only be exercised consecutively;

          (ii) The provisions of paragraph 39, including the provision 
relating to default of Lessee set forth in paragraph 39.4 of this Lease are 
conditions of this Option;

          (iii)     All of the terms and conditions of this Lease except 
where specifically modified by this option shall apply;

          (iv) The monthly rent for each month of the option period shall be 
calculated as follows, using the method(s) indicated below:

     (Check Method(s) to be Used and Fill in Appropriately)

/X/  I.   COST OF LIVING ADJUSTMENT(s) (COL)

(a)  On (Fill in COL Date): See Addendum Paragraph 7 the monthly rent payable 
under paragraph 1.5 ("Base Rent") of the attached Lease shall be adjusted by 
the change,, if any, from the Base Month specified below, in the Consumer 
Price Index of the Bureau of Labor Statistics of the U.S. Department of Labor 
for (select one): /X/ CPI W (Urban Wage Earners and Clerical Workers) or  / / 
CPI U (All Urban Consumers), for (Fill in Urban Area): 
____________________________.  All terms (1982-1984 = 100), herein referred 
to as "CPI".

          (b)  This monthly rent payable in accordance with paragraph A.I.(a) of
this Addendum shall be calculated as follows:  the Base Rent set forth in
paragraph 1.5 of the attached Lease, shall be multiplied by a fraction the
numerator of which shall be the CPI of the calendar month 2 (two) months prior
to the month(s) specified in paragraph A.I.(a) above during which the adjustment
is to take effect, and the denominator of which shall be the CPI of the calendar
month which is 2 (two) months prior to (select one): / / the first month of the
term of this Lease as set forth in paragraph 1.3 ("Base Month") or / / (Fill in
Other "Base Month"):_______________.  The sum so calculated shall constitute the
new monthly rent hereunder, but in no event, shall any such new monthly rent be
less than the rent payable for the month immediately preceding the rent
adjustment.

          (c)  In the event the compilation and/or publication of the CPI shall
be transferred to any other governmental department or bureau or agency or shall
be discontinued, then the index most nearly the same as the CPI shall be used to
make such calculation.  In the event that the Lessor and Lessee cannot agree on
such alternative index, then the matter shall be submitted for decision to the
American Arbitration Association in accordance with the then rules of said
Association and the decision of the arbitrators shall be binding upon the
parties.  The cost of said Arbitration shall be paid equally by the Lessor and
Lessee.


                               OPTION(S) TO EXTEND
                                  PAGE 2 OF 2

NOTICE:   These forms are often modified to meet changing requirements of law
          and industry needs.  Always write or call to make sure you are 
          utilizing the most current form:  American Industrial Real Estate 
          Association, 700 S. Figueroa Street, Suite M-1, Los Angeles, 
          California 90071. (213) 687-8777. Fax No. (213) 687-6616.

<PAGE>

B.   NOTICE:

     Unless specified otherwise herein, notice of any escalations other than
Fixed Rental Adjustments shall be made as specified in paragraph 23 of the
Lease.

C.   BROKER'S FEE:

     The Real Estate Brokers specified in paragraph 1.10 of the attached Lease
shall be paid a Brokerage Fee for each adjustment specified above in accordance
with paragraph 15 of the Lease.

 Initials:  _____                                              Initials:  _____
            _____                                                         _____


                               OPTION(S) TO EXTEND
                                  PAGE 2 OF 2

NOTICE:   These forms are often modified to meet changing requirements of law
          and industry needs.  Always write or call to make sure you are 
          utilizing the most current form:  American Industrial Real Estate 
          Association, 700 S. Figueroa Street, Suite M-1, Los Angeles, 
          California 90071. (213) 687-8777. Fax No. (213) 687-6616.

<PAGE>

                                          
                                     EXHIBIT A

     Exhibit A is intended only to show the general layout of the Industrial
Building as of the beginning of the Term of this Lease.  It is not to be scaled;
any measurements shown should be take as approximate distances.

     10039 NORWALK BOULEVARD
     SANTA FE SPRINGS, CA  90670

     Floor plan of the Industrial Building as of the beginning of the Term of
this Lease.

<PAGE>

                                         
                                     EXHIBIT B
                                          
                                  Burke Industries
                                          
                                  Purosil Division
                              Hazardous Material List
                                     March 1998
                                                                        

 MATERIAL NAME                                DESCRIPTION
                                             
 Manufacturing Materials
      Isopropanol Alcohol                     Cleaning Solvent
      Methyl Ethyl Ketone                     Cleaning Solvent
      Toluene                                 Cleaning Solvent
      Stepanal WAC                            Soap - Release Agent
 Laboratory Materials                        
      ASTM Oil #1                             Test Fluid
      ASTM Oil #2                             Test Fluid
      ASTM Oil #3                             Test Fluid
      ASTM Fuel #A                            Test Fluid
      ASTM Fuel #B                            Test Fluid
      10W-40 Motor Oil                        Test Fluid
      Mil-H-5505 Hyd. Fluid                   Test Fluid
      Mil-L-7808 Luce Oil                     Test Fluid
 Maintenance Materials                       
      AW46 Hydraulic Oil                      Press Fluid
      220 Gear Oil                            Machine Lubrication