<PAGE>   1
                                                                  EXHIBIT 10.21 


                           STANDARD INDUSTRIAL LEASE
                  AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION


1.   PARTIES.     This Lease, dated, for reference purposes only,  31 October,
1979, is made by and between LANDCEE INVESTMENT CO., a Partnership (herein
called "Lessor") and LOCKHART INDUSTRIES, INC., a California Corporation
(herein called "Lessee").

2.   PREMISES.    Lessor hereby leases to Lessee and Lessee leases from Lessor
for the term, at the rental, and upon all of the conditions set forth herein,
that certain real property situated in the County of Los Angeles State of
California, commonly known as 15555 Texaco Avenue, and 15557 Texaco Avenue,
Paramount, California, and described as a total of 36,679 sq. ft. of Class "A"
concrete building, constructed with a common firewall between the front section
(15555 Texaco) containing 16,598 sq. ft. and the rear section (15557 Texaco)
containing 20,081 sq. ft. with the land areas to the East, South and West of
said buildings to the property lines.  Said real property including the land
and all improvements thereon, is herein called "the Premises".

3.   TERM.

     3.1     TERM.       The term of this Lease shall be for Ten Years
commencing on November 1, 1979 and ending on October 31, 1989 unless sooner
terminated pursuant to any provisions hereof.

     3.2     DELAY IN COMMENCEMENT.  Notwithstanding said commencement date, if
for any reason Lessor cannot deliver possession of the Premises to Lessee on
said date, Lessor shall not be subject to any liability therefor, nor shall
such failure affect the validity of this Lease or the obligations Lessee
hereunder or extend the term hereof, but in such case Lessee shall not be
obligated to pay rent until possession of the Premises is tendered to Lessee;
provided, however, that if Lessor shall not have delivered possession of the
Premises within sixty (60) days from said commencement date, Lessee may, at
Lessee's option, by notice in writing to Lessor within ten (10) days
thereafter, cancel this Lease, in which event the parties shall be discharged
from all obligations hereunder.  If Lessee occupies the Premises prior to said
commencement date, such occupancy shall be subject to all provisions hereof,
such occupancy shall not advance the termination date, and Lessee shall pay
rent for such period at the initial monthly rates set forth below.

4.   RENT.   Lessee shall pay to Lessor as rent for the Premises equal monthly
payments of $5,318.46, in advance, on the 1st day of each month of the term
hereof.  Lessee shall pay Lessor upon the execution hereof $5,318.46 as rent
for November, 1979. (See Addendum dated 1/27/81).  Rent for any period during
the term hereof which is for less than one month shall be a pro rata portion of
the monthly installment.  Rent shall be payable in lawful money of the United
States to Lessor at the address stated herein or to such other persons or at
such other places as Lessor may designate in writing.

5.   SECURITY DEPOSIT.   Lessee shall deposit with Lessor upon execution hereof
$3,000.00 as security for Lessee's faithful performance of Lessee's obligations
hereunder.  If Lessee fails to pay rent or other charges due hereunder, or
otherwise defaults with respect to any provision of this Lease, Lessor may use,
apply or retain all or any portion of said deposit for the payment of any rent
or other charge in default or for the payment of any other sum to which Lessor
may become obligated by reason of Lessee's default, or to compensate Lessor for
any loss or damage which Lessor may suffer thereby.  If Lessor so uses or
applies all or any portion of said deposit, Lessee shall within ten (10) days
after written demand therefor deposit cash with Lessor in an amount sufficient
to restore said deposit to the full amount hereinabove stated and




                                      1
<PAGE>   2
Lessee's failure to do so shall be a material breach of this Lease.  Lessor
shall not be required to keep said deposit separate from its general accounts.
If Lessee performs all of Lessee's obligations hereunder, said deposit, or so
much thereof as has not theretofore been applied by Lessor, shall be returned,
without payment of interest or other increment for its use, to Lessee (or, at
Lessor's option, to the last assignee, if any of Lessee's interest hereunder)
at the expiration of the term  hereof, and after Lessee has vacated the
Premises.  No trust relationship is created herein between Lessor and Lessee
with respect to said Security Deposit.

6.   USE.

     6.1     USE. The Premises shall be used and occupied only for the
manufacturing, warehousing, sale and distribution of products for aerospace,
motorcycle and automotive markets and for no other purpose.

     6.2     COMPLIANCE WITH LAW.

             (a)  Lessor  warrants to Lessee that the Premises, in its existing
state, but without regard to the use for which Lessee will use the Premises,
does not violate any applicable building code regulation or ordinance at the
time that this Lease is executed.  In the event that it is determined that this
warranty has been violated, then it shall be the obligation of the Lessor,
after written notice from Lessee, to promptly, at Lessor's sole cost and
expense, to rectify any such violation.  In the event that Lessee does not give
to Lessor written notice of the violation of this warranty within 1 year from
the commencement of the term of this Lease, it shall be conclusively deemed
that such violation did not exist and the correction of the same shall be the
obligation of the Lessee.

             (b)  Except as provided in paragraph 6.2 (a), Lessee shall, at
Lessee's expense, comply promptly with all applicable statutes, ordinances,
rules, regulations, orders, restrictions of record, and requirements in effect
during the term or any part of the term hereof regulating the use by Lessee of
the Premises.  Lessee shall not use nor permit the use of the Premises in any
manner that will tend to create waste or a nuisance or, if there shall be more
than one tenant in the building containing the Premises, shall tend to disturb
such other  tenants.

     6.3     CONDITION OF PREMISES.  Except as provided in paragraph 6.2 (a)
Lessee hereby accepts the Premises in their condition existing as of the date
of the execution hereof, subject to all applicable zoning, municipal, county
and state laws, ordinances and regulations governing and regulating the use of
the Premises, and  accepts this Lease subject thereto and to all matters
disclosed thereby and by any exhibits attached hereto.  Lessee acknowledges
that neither Lessor nor Lessor's agent has made any representation or warranty
as to the suitability of the Premises for the conduct of Lessee's business.

7.   MAINTENANCE, REPAIRS AND ALTERATIONS.

     7.1     LESSEE'S OBLIGATIONS.  Lessee shall keep in good order, condition
and repair the Premises and every part thereof, structural and non-structural,
(whether or not such portion of the Premises requiring repair, 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,
without limiting the generality of the foregoing, all plumbing, heating,
air-conditioning, ventilating, electrical, lighting facilities and equipment
within the Premises, fixtures, walls (interior and exterior), foundations,
ceilings, roofs (interior and exterior), floors, windows, doors, plate glass
and skylights located within the Premises, and all landscaping; driveways,
parking lots, fences and signs located on the Premises and sidewalks and
parkways adjacent to the Premises.

     7.2     SURRENDER. On the last day of the term hereof, or on any sooner
termination, Lessee shall surrender the Premises to Lessor in the same
condition as when received, broom clean, ordinary wear and tear excepted.
Lessee shall repair any damage to the Premises occasioned by the removal of
Lessee's trade fixtures, furnishings and equipment pursuant to





                                       2
<PAGE>   3
Paragraph 7.5(d), which repair shall include the patching and filling of holes
and repair of structural damage.

     7.3     LESSOR'S RIGHTS.  If Lessee fails to perform Lessee's obligations
under this Paragraph 7, Lessor may at its option (but shall not be required to)
enter upon the Premises, after ten (10) days' prior written notice to Lessee,
and put the same in good order, condition and repair, and the cost thereof
together with interest thereon at the rate of 10% per annum shall become due
and payable as additional rental to Lessor together with Lessee's next rental
installment.

     7.4     LESSOR'S OBLIGATIONS.  Except for the obligations of Lessor under
Paragraph 6.2(a) (relating to Lessor's warranty), Paragraph 9 (relating to
destruction of the Premises) and under Paragraph 14 (relating to condemnation
of the Premises), it is intended by the parties hereto that Lessor have no
obligation, in any manner whatsoever, to repair and maintain the Premises nor
the building located thereon nor the equipment therein, whether structural or
non structural, all of which obligations are intended to be that of the Lessee
under Paragraph 7.1 hereof.  Lessee expressly waives the benefit of any statute
now or hereinafter in effect which would otherwise afford Lessee the right to
make repairs at Lessor's expense or to terminate this Lease because of Lessor's
failure to keep the premises in good order, condition and repair.

     7.5     ALTERATIONS AND ADDITIONS.

             (a)  Lessee shall not, without Lessor's prior written consent make
any alterations, improvements, additions, or Utility installations in, on or
about the Premises, except for nonstructural alterations not exceeding $1,000
in cost.  As used in this Paragraph 7.5 the term "Utility Installation" shall
mean bus ducting, power panels, wiring, fluorescent fixtures, space heaters,
conduits, air-conditioning equipment and plumbing.  Lessor may require that
Lessee remove any or all of said alterations, improvements, additions or
Utility Installations at the expiration of the term, and restore the Premises
to their prior condition.  Lessor may require Lessee to provide Lessor, at
Lessee's sole cost and expense, a lien and completion bond in an amount equal
to one and one-half times the estimated cost of such improvements, to insure
Lessor against any liability for mechanic's and materialmen's liens and to
insure completion of the work.  Should Lessee make any alterations,
improvements, additions or Utility Installations without the prior approval of
Lessor, Lessor may require that Lessee remove any or all of the same.

             (b)  Any alterations, improvements, additions or Utility
Installations in or about the Premises that Lessee shall desire to make and
which requires the consent of the Lessor shall be presented to Lessor in
written form, with proposed detailed plans.  If Lessor shall give its consent
the consent shall be deemed conditioned upon Lessee acquiring a permit to do so
from appropriate governmental agencies, the furnishing of a copy thereof to
Lessor prior to the commencement of the work and the compliance by Lessee of
all conditions of said permit in a  prompt and expeditious manner.

             (c)  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 in
the Premises, which claims are or may be secured by any mechanic's 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 the Premises, and Lessor shall have the right to post notices of
non- responsibility in or on the Premises as provided by law.  If Lessee shall,
in good faith, contest the validity of any such lien, claim or demand, then
Lessee shall, at its sole expense defend itself and Lessor against the same and
shall pay and satisfy any such adverse judgment that may be rendered thereon
before the enforcement thereof against the Lessor or the Premises, upon the
condition that if Lessor shall require, Lessee shall furnish to Lessor a surety
bond satisfactory to Lessor in an amount equal to such contested lien, claim or
demand indemnifying Lessor against liability for the same and holding the
Premises free from the effect of such lien or claim.  In addition, Lessor may
require Lessee to pay Lessor's attorneys fees and costs in participating in
such action if Lessor shall decide it is to its best interest to do so.





                                       3
<PAGE>   4
             (d)  Unless Lessor requires their removal, as set forth in
Paragraph 7.5(a), all alterations, improvements, additions and Utility
Installations (whether or not such Utility Installations constitute trade
fixtures of Lessee), which may be made on the Premises shall become the
property of Lessor and remain upon and be surrendered with the Premises at the
expiration of the term.  Notwithstanding the provisions of this Paragraph
7.5(d), Lessee's machinery and equipment, other than that which is affixed to
the Premises so that it cannot be removed without material damage to the
Premises, shall remain the property of Lessee and may be removed by Lessee
subject to the provisions of Paragraph 7.2.

8.   INSURANCE INDEMNITY.

     8.1     INSURING PARTY. As used in the Paragraph 8, the term "insuring
party" shall mean the party who has the obligation to obtain the Property
Insurance required hereunder.  The insuring party shall be designated in
Paragraph 16.26 hereof.  Whether the insuring party is the Lessor or the
Lessee, Lessee shall, as additional rent for the Premises, pay the cost of all
insurance required hereunder.  If Lessor is the insuring party Lessee shall,
within ten (10) days following  demand by Lessor, reimburse Lessor for the cost
of the insurance so obtained.

     8.2     LIABILITY INSURANCE.  Lessee shall, at Lessee's expense obtain and
keep in force during the term of this Lease a policy of Combined Single Limit,
Bodily Injury and Property Damage Insurance insuring Lessor and Lessee against
any liability arising out of the ownership, use, occupancy or maintenance of
the Premises and all areas appurtenant thereto.  Such insurance shall be a
combined single limit policy in an amount not less than $500,000.  The policy
shall contain cross liability endorsements and shall insure performance by
Lessee of the indemnity provisions of this Paragraph 8.  The limits of said
insurance shall not , however, limit the liability of Lessee hereunder.  In the
event that the Premises constitute a part of a larger property said insurance
shall have a Lessor's Protective Liability endorsement attached thereto.  If
Lessee shall fail to procure and maintain said insurance Lessor may, but shall
not be required to procure and maintain the same, but at the expense of Lessee.
Not  more frequently than each 5 years, if, in the reasonable opinion of
Lessor, the amount of liability insurance  required hereunder is not adequate,
Lessee shall increase said insurance coverage as required by Lessor. Provided,
however that in no event shall the amount of the liability insurance increase
be more than fifty percent  greater then the amount thereof during the
preceding five years of the term of this Lease.  However, the failure of Lessor
to require any additional insurance coverage shall not be deemed to relieve
Lessee from any obligations under this  Lease.

     8.3     PROPERTY INSURANCE.

             (a)  The insuring party shall obtain and keep in force during the
term of this Lease a policy or policies of insurance covering loss or damage to
the Premises, in the amount of the full replacement value thereof, as the same
may exist from time to time, which replacement value is now
$_________________________________, but  in no event less than the total amount
of promissory notes secured by liens on the Premises against all perils
included within the classification of fire, extended coverage, vandalism,
malicious mischief, special extended perils (all risk) and sprinkler leakage.
Said insurance shall provide for payment of loss thereunder to Lessor or to the
holders of mortgages or deeds of trust on the Premises.  The insuring party
shall, in addition, obtain and keep in force during the term of this Lease a
policy of rental income insurance covering a period of six months, with loss
payable to Lessor, which insurance shall also cover all real estate taxes and
insurance costs for said period.  If the insuring party shall fail to procure
and maintain said insurance the other party may, but shall not be required to,
procure and maintain the same, but at the expense of Lessee.  If such insurance
coverage has a deductible clause, Lessee shall be liable for the deductible
amount.

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

             (c)  If the Lessor is the insuring party, the Lessor will not
insure Lessee's fixtures, equipment or tenant improvements unless the tenant
improvements have become a part of the





                                       4
<PAGE>   5
Premises under paragraph 7 hereof.  But if Lessee is the insuring party the
Lessee shall insure its fixtures, equipment and tenant improvements.

             (d)  Not more frequently than each three years, if, in the opinion
of Lessor, the amount of property insurance required hereunder is not adequate,
the insuring party shall increase said insurance coverage as required by
Lessor.  However, such increase may be more frequent than each three years if
required by the insurance carrier in order to maintain insurance for the full
replacement value of the Premises.

     8.4     INSURANCE POLICIES. Insurance required hereunder shall be in
companies holding a "General Policyholders Rating" of B plus or better as set
forth in the most current issue of "Best's Insurance Guide". The insuring party
shall deliver to the other party copies of policies of such insurance or
certificates evidencing the existence and amounts of such insurance with loss
payable clauses satisfactory to Lessor.  No such policy shall be cancellable or
subject to reduction of coverage or other modification except after ten (10)
days prior written notice to Lessor.  If Lessee is the insuring party Lessee
shall, within ten (10) days prior to  the expiration of such policies, furnish
Lessor with renewals or "binders" thereof, or Lessor may order such insurance
and charge the cost thereof to Lessee, which amount shall be payable by Lessee
upon demand.  Lessee shall not do or permit to be done anything which shall
invalidate the insurance policies referred to in Paragraph 8.3. If Lessee does
or permits to be done anything which shall increase the cost of the insurance
policies referred to Paragraph 8.3, then Lessee shall forthwith upon Lessor's
demand reimburse Lessor for any additional premiums attributable to any act or
omission or operation of Lessee causing such increase in the cost of insurance.
If Lessor is the insuring party, and if the insurance policies maintained
hereunder cover other improvements in addition to the Premises, Lessor shall
deliver to Lessee a written statement setting forth the amount of any such
insurance cost increase and showing in reasonable detail the manner in which it
has been computed.

     8.5     WAIVER OF SUBROGATION.  Lessee and Lessor each hereby waive any
and all rights of recovery against the other, or against the officers,
employees,  agents, and representatives of the other, for loss of or damage to
such waiving party or its property or the property of others under its control
to the extent that such loss or damage is insured against under any insurance
policy in force at the time of such loss or damages.  The insuring party shall,
upon obtaining the policies of insurance required hereunder, give notice to the
insurance carrier or carriers that the foregoing mutual waiver of subrogation
is contained in this Lease.

     8.6     INDEMNITY.  Lessee shall indemnify and hold harmless Lessor from
and against any and all claims arising from Lessee's use of the Premises, or
from the conduct of Lessee's business or from any activity, work or things
done, permitted or suffered by Lessee in or about the Premises or elsewhere and
shall further indemnify and hold harmless Lessor from and against any and all
claims arising from any breach or default in the performance of any obligation
on Lessee's part to be performed under the terms of this Lease, or arising from
any  negligence of the Lessee, or any of Lessee's agents, contractors, or
employees, and from and against all costs, attorney's fees, expenses and
liabilities incurred in the defense of any such claim or any action or
proceeding brought thereon; and in case any action or proceeding be brought
against Lessor by reason of any such claim Lessee upon notice from Lessor shall
defend the same at Lessee's expense by counsel satisfactory to Lessor.  Lessee,
as a material part of the consideration to Lessor, hereby assumes all risk of
damage to property or injury to persons, in, upon or about the Premises arising
from any cause and Lessee hereby waives all claims in respect thereof against
Lessor.

     8.7     EXEMPTION OF LESSOR FROM LIABILITY. Lessee hereby agrees that
Lessor shall not be liable for injury to Lessee's business or any loss of
income therefrom or for damage to the goods, wares, merchandise or other
property of Lessee, Lessee's employees, invitees, customers or any other person
in or about  the Premises, nor  shall Lessor be liable for injury to the person
of Lessee, Lessee's employees, agents, or contractors, whether such damage or
injury is caused by  or results from fire, steam, electricity, gas, water or
rain, or from the





                                       5
<PAGE>   6
breakage, leakage, obstruction or other defects of pipes, sprinklers, wires,
appliances, plumbing, air-conditioning or lighting fixtures, or from any other
cause, whether the said damage or injury 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, and regardless of whether the cause of
such damage or injury or the means of repairing the same is inaccessible to
Lessee.  Lessor shall not be liable for any damages arising from any act or
neglect of any other tenant, if any, of the building in which the Premises are
located.

9.   DAMAGE OR DESTRUCTION.

     9.1     PARTIAL DAMAGE - INSURED.  Subject to the provisions of Paragraphs
9.3 and 9.4, if the Premises are damaged and such damage was caused by a
casualty covered under an insurance policy required to be maintained pursuant
to Paragraph 8.3, Lessor shall at Lessor's expense repair such damage but not
Lessee's fixtures, equipment or tenant improvements unless the same have become
a part of the Premises pursuant to Paragraph 7.5 hereof as soon as reasonably
possible and this Lease shall continue in full force and effect.
Notwithstanding the above, if the Lessee is the insuring party, and if the
insurance proceeds received by Lessor are not sufficient to effect such repair,
Lessor shall give notice to Lessee of the amount required in addition to the
insurance proceeds to effect such repair.  Lessee shall contribute the required
amount to Lessor within ten days after Lessee has received notice from Lessor
of the shortage in the insurance.  When Lessee shall contribute such amount to
Lessor, Lessor shall make such repairs as soon as reasonably possible and this
Lease shall continue in full force and effect.  Lessee shall in no event have
any right to reimbursement for any such amount so contributed.

     9.2     PARTIAL DAMAGE - UNINSURED.  Subject to the provisions of
Paragraphs 9.3 and 9.4, if at any time during the term hereof the Premises are
damaged, except by a negligent or willful act of Lessee, (in which event Lessee
shall make the repairs, at Lessee's expense) and such damage was caused by a
casualty not covered under an insurance policy required to be maintained
pursuant to Paragraph 8.3, Lessor may at Lessor's option 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 ) give written
notice to Lessee within thirty (30) days after the date of the occurrence of
such damage of Lessor's intention to cancel and terminate this Lease as of the
date of the occurrence of such damage.  In the event Lessor elects to give
written notice of Lessor's intention to cancel and terminate this Lease, Lessee
shall have the right within ten (10) days after the receipt of such notice to
give written notice to Lessor of Lessee's intention to repair such damage at
Lessee's expense, without reimbursement from Lessor, in which event this Lease
shall continue in full force and effect, and Lessee shall proceed to make such
repairs as soon as reasonably possible.  If Lessee  does not give such notice
within such 10-day period this Lease shall be cancelled and terminated as of
the date of the occurrence of such damage.

     9.3     TOTAL DESTRUCTION.  If at any time during the term hereof the
Premises are totally destroyed from any cause whether or not covered by the
insurance required to be maintained pursuant to Paragraph 8.3 (including any
total destruction required by any authorized public authority) this Lease shall
automatically terminate as of the date of such total destruction.

     9.4     DAMAGE NEAR END OF TERM.  If the Premises are partially destroyed
or damaged during the last six months of the term of this Lease, Lessor may at
Lessor's option cancel and terminate this Lease as of the date of occurrence of
such damage by giving written notice to Lessee of Lessor's election to do so
within 30 days after the date of occurrence of such damage.

     9.5     ABATEMENT OF RENT; LESSEE'S REMEDIES.

             (a)  If the Premises are partially destroyed or damaged and Lessor
or Lessee repairs or restores them pursuant to the provisions of this Paragraph
9, the rent payable hereunder for the period during which such damage, repair
or restoration continues, shall be abated in proportion to the degree to which
Lessee's use of the Premises is impaired; provided, however, that the aggregate
amount of abatement hereunder shall not exceed the total of rent payable





                                       6
<PAGE>   7
under Paragraph 4 for a period of six months.  Except for abatement of rent, if
any, Lessee shall have no claim against Lessor for any damage suffered by
reason of any such damage, destruction, repair or restoration.

             (b)  If Lessor shall be obligated to repair or restore the
Premises under the provisions of this Paragraph 9 and shall not commence such
repair or restoration within 90 days after such obligation shall accrue, Lessee
may at Lessee's option cancel and terminate this Lease by giving Lessor written
notice of Lessee's election to do so at any time prior to the commencement of
such repair or restoration.  In such event this Lease shall terminate as of the
date of such notice.

     9.6     TERMINATION - ADVANCE PAYMENT.  Upon termination of this Lease
pursuant to this Paragraph 9, an equitable adjustment shall be made concerning
advance rent and any advance payments made by Lessee to Lessor.  Lessor shall,
in addition, return  to Lessee so much of Lessee's security deposit as has not
theretofore been applied by Lessor.

     9.7     WAIVER.  Lessee waives the provisions of California Civil Code
Sections 1932 (2) and 1933 (4) which relate to termination of leases when the
thing leased is destroyed and agrees that such event shall be governed by the
terms of this Lease.

10.  REAL PROPERTY TAXES.

     10.1    PAYMENT OF TAXES.  Lessee shall pay all real property taxes
applicable to the Premises during the term of this Lease.  All such payments
shall be made at least ten (10) days prior to the delinquency date of such
payment.  Lessee shall promptly furnish Lessor with satisfactory evidence that
such taxes have been paid.  If any such taxes paid by Lessee shall  cover any
period of time prior to or after the expiration of the term hereof Lessee's
share of such taxes shall be equitably prorated to cover only the period of
time within the tax fiscal year during which this Lease shall be in effect, and
Lessor shall reimburse Lessee to the extent required.  If Lessee shall fail to
pay any such taxes, Lessor shall have the right to pay the same in which case
Lessee shall repay such amount to Lessor with Lessee's next rent installment
together with interest at the rate of 10% per annum.

     10.2    DEFINITION OF "REAL PROPERTY" TAX. As used herein, the term "real
property tax" shall include any form of assessment, license fee, commercial
rental tax, levy, penalty, or tax (other than inheritance or estate taxes),
imposed by any authority having the direct or indirect power to tax, including
any city, county, state or federal government, or any school, agricultural,
lighting, drainage or other improvement district thereof, as against any legal
or equitable interest of Lessor in the Premises or in the real property of
which the Premises are a part, as against Lessor's right to rent or other
income therefrom, or as against Lessor's business of leasing the Premises or
any tax imposed in substitution, partially or totally,  of any tax previously
included within the definition of real property tax, or any additional tax the
nature of which was previously included within the definition of real property
tax.

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

     10.4    PERSONAL PROPERTY TAXES.

             (a)  Lessee shall pay prior to delinquency all taxes assessed
against and levied upon trade fixtures furnishings, equipment and all other
personal property of Lessee  contained in the Premises or elsewhere.  When
possible, Lessee shall cause said trade fixtures, furnishings, equipment and
all other personal property to be assessed and billed separately from the real
property of Lessor.





                                       7
<PAGE>   8
             (b)  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 within 10 days after receipt of a written statement setting forth the
taxes applicable to Lessee's property.

11.  UTILITIES.Lessee shall pay for all water, gas, heat, light, power,
telephone 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 charges jointly metered with other premises.

12.  ASSIGNMENT AND SUBLETTING.

     12.1    LESSOR'S CONSENT REQUIRED.  Lessee shall not voluntarily or by
operation of law assign, transfer, mortgage, sublet, or otherwise transfer or
encumber all or any part of Lessee's interest in this Lease or in the Premises,
without Lessor's prior written consent, which Lessor shall not unreasonably
withhold.  Any attempted assignment, transfer, mortgage, encumbrance or
subletting without such consent shall be void, and shall constitute a breach of
this Lease.

     12.2    LESSEE AFFILIATE.  Notwithstanding the provisions of paragraph
12.1 hereof, Lessee may assign or sublet the Premises, or any portion thereof,
without Lessor's consent, to any corporation which controls, is controlled by
or is under common control with Lessee, or to any corporation resulting from
the merger or consolidation with Lessee, or to any person or entity which
acquires all the assets of Lessee as a going concern of the business that is
being conducted on the Premises, provided that said assignee assumes, in full,
the obligations of Lessee under this Lease.  Any such assignment shall not, in
any way, affect or limit the liability of Lessee under the terms of this Lease
even if after such assignment or subletting the terms of this Lease are
materially changed or altered without the consent of Lessee, the consent of
whom shall not be necessary.

     12.3    NO RELEASE OF LESSEE.  Regardless of Lessor's consent, no
subletting or assignment shall release Lessee of Lessee's obligations or alter
the primary liability of Lessee to pay the rent and to perform all other
obligations to be performed by Lessee hereunder.  The acceptance of rent by
Lessor from any other person shall not be deemed to be a waiver by Lessor of
any provision hereof.  Consent to one assignment or subletting shall not be
deemed consent to any subsequent assignment or subletting.  In the event of
default by any assignee of Lessee or any successor of Lessee, in the
performance of any of the terms hereof, Lessor may proceed directly against
Lessee without the necessity of exhausting remedies against said assignee.
Lessor may consent to subsequent assignments or subletting of this Lease or
amendments or modifications to this Lease with assignees of Lessee, without
notifying Lessee, or any successor of Lessee, and without obtaining its or
their consent thereto and such action shall not relieve Lessee of liability
under this Lease.

     12.4    ATTORNEY'S FEES.  In the event Lessee shall assign or sublet the
Premises or request the consent of Lessor to any assignment or subletting or if
Lessee shall request the consent of Lessor for any act that Lessee proposes to
do then Lessee shall pay Lessor's reasonable attorneys fees incurred in
connection therewith, such attorneys fees not to exceed $250.00 for each such
request.

13.  DEFAULTS; REMEDIES.

     13.1    DEFAULTS.  The occurrence of any one or more of the following
events shall constitute a materiel default and breach of this Lease by Lessee:

             (a)  The vacating or abandonment of the Premises by Lessee.

             (b)  The failure by Lessee to make any payment of rent or any
other payment required to be made by Lessee hereunder, as and when due, where
such failure shall continue for a period of three days after written notice
thereof from Lessor to Lessee.

             (c)  The failure by Lessee to observe or perform any of the
covenants, conditions or provisions of this Lease to be observed or performed
by Lessee, other than described in





                                       8
<PAGE>   9
paragraph (b) above, where such failure shall continue for a period of 30 days
after written notice hereof from Lessor to Lessee; provided, however, that if
the nature of Lessee's default is such that more than 30 days are reasonably
required for its cure, then Lessee shall not be deemed to be in default if
Lessee commenced such cure within said 30-day period and thereafter diligently
pursues such cure to completion.


             (d)(i)      The making by Lessee of any general assignment,  or
general arrangement for the benefit of creditors; (ii )  the filing by or
against Lessee of a petition to have Lessee adjudged a bankrupt or a petition
for reorganization or arrangement under any law relating to bankruptcy (unless
in the case of a petition filed against Lessee, the same is dismissed within 60
days); (iii )  the appointment of a 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 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 within 30 days.

             (e)  The discovery by Lessor that any financial statement given to
Lessor by Lessee, any assignee of Lessee, any subtenant of Lessee, any
successor in interest of Lessee or any guarantor of Lessee's obligations
hereunder, and any of them, was materially false.

     13.2    REMEDIES. In the event of any such material default or breach by
Lessee, Lessor may at any time thereafter, with or without notice or demand and
without limiting Lessor in the exercise of any right or remedy which Lessor may
have by reason of such default or 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 of the Premises to Lessor.  In such event,
Lessor shall be entitled to recover from Lessee all damages incurred by Lessor
by reason of Lessee's default 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 attorney's
fees, and any real estate commission actually paid; the worth at the time of
award by the court having jurisdiction thereof of the amount by which the
unpaid rent for the balance of the term after the time of such award exceeds
the amount  of such  rental loss for the same period that Lessee proves could
be reasonably avoided; that portion of the leasing commission paid by Lessor
pursuant to Paragraph 15 applicable to the unexpired term of this Lease.

             (b)  Maintain Lessee's right to possession, in which case this
Lease shall continue in effect whether or not Lessee shall have abandoned the
Premises.  In such event Lessor shall by entitled to enforce all of Lessor's
rights and remedies under this Lease, including the right to recover the rent
as it becomes due hereunder.

             (c)  Pursue any other remedy now or hereafter available to Lessor
under the laws or judicial decisions of the State in which the Premises are
located.

     13.3  DEFAULT BY LESSOR.Lessor shall not be in default unless Lessor fails
to perform obligations required of Lessor within a reasonable time, but in no
event later than thirty (30) days after written notice by Lessee to Lessor and
to the holder of any first mortgage or deed of trust covering the Premises
whose name and address shall have theretofore been furnished to Lessee in
writing, specifying wherein Lessor has failed to perform such obligations;
provided, however, that if the nature of Lessor's obligation is such that more
than thirty (30) days are required for performance then Lessor shall not be in
default if Lessor commences performance within such 30-day period and
thereafter diligently prosecutes the same to completion.

     13.4    LATE CHARGES. Lessee hereby acknowledges that late payment by
Lessee to Lessor of rent and other sums due hereunder 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 on
Lessor by the terms of any mortgage or  trust deed covering the Premises.
Accordingly, if any installment of rent or any other sum due from Lessee shall
not be received by Lessor or Lessor's designee within ten (10) days after such
amount shall be due,  Lessee shall pay to Lessor a late charge equal to 6% of
such overdue amount.  The parties hereby agree that





                                       9
<PAGE>   10
such late charge represents a fair and reasonable estimate of the costs Lessor
will incur by reason of late payment by Lessee.  Acceptance of such late charge
by Lessor shall in no event constitute a waiver of Lessee's default with
respect to such overdue amount, nor prevent Lessor from exercising any of the
other rights and remedies granted hereunder.

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
(all of which are herein called "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 10% of the floor area of the
improvements on the Premises, or more than 25% of the land area of the Premises
which is not occupied by any improvements, is taken by condemnation, Lessee
may, at Lessee's option, to be exercised in writing only 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 rent shall be
reduced in the proportion that the floor area taken bears to the total floor
area of the building situated on the Premises.  Any award for the taking of all
or any part of the Premises under the power of eminent domain or any payment
made under threat of the exercise of such power shall be the property of
Lessor, whether such award shall be made as compensation for diminution in
value of the leasehold or for the taking of the fee, or as severance damages;
provided, however, that Lessee shall be entitled to any award for loss of or
damage to Lessee's trade fixtures and removable personal property.  In the
event that this Lease is not terminated by reason of such condemnation, Lessor
shall to the extent of severance damages received by Lessor in connection with
such condemnation, repair any damage to the Premises caused by such
condemnation except to the extent that Lessee has been reimbursed therefor by
the condemning authority.  Lessee shall pay any amount in excess of such
severance damages required to complete such repair.

15.  BROKER'S FEE.Upon execution of this Lease by both parties, Lessor shall
pay to __________________ _____________a licensed real estate broker, a fee as
set forth in a separate agreement between Lessor and said broker, or in the
event there is no separate agreement the sum of $__________________ for
brokerage services rendered by said broker to Lessor in this transaction.
Lessor further agrees that if Lessee exercises any option granted herein or any
option substantially similar thereto, either to extend the term of this Lease,
to renew this Lease, to purchase said Premises or any part thereof and/or any
adjacent property which Lessor may own or in which Lessor has an interest, or
any other option granted herein, or if said broker is the procuring cause of
any other lease or sale entered into between the parties pertaining to the
Premises and/or any adjacent property in which Lessor has an interest, then as
to any of said transactions, Lessor shall pay said broker a fee in accordance
with the schedule of said broker in effect at the time of execution of this
Lease.  Lessor agrees to pay said fee not only on behalf of Lessor but also on
behalf of any person, corporation, association, or other entity having an
ownership interest in said real property or any part thereof, when such fee is
due hereunder.  Any transferee of Lessor's interest in this Lease, by accepting
an assignment of such interest, shall be deemed to have assumed Lessor's
obligation under this Paragraph 15.  Said broker shall be a third party
beneficiary of the provisions of this Paragraph.

16.  GENERAL PROVISIONS.

     16.1    ESTOPPEL CERTIFICATE.

             (a)  Lessee shall at any time upon not less than ten (10) days'
prior written notice from Lessor execute, acknowledge and deliver to Lessor a
statement in writing ( i ) certifying that this Lease is unmodified and in full
force and effect (or, if modified, stating the nature of such modification and
certifying that this Lease, as so modified, is in full force and effect) and
the date to which the rent and other charges are paid in advance, if any, and (
ii )  acknowledging that there are not, to Lessee's knowledge, any uncured
defaults on the part of Lessor hereunder, or





                                       10
<PAGE>   11
specifying such defaults if any are claimed.  Any such statement may be
conclusively relied upon by any prospective purchaser or encumbrancer of the
Premises.

             (b)  Lessee's failure to deliver such statement within such time
shall be conclusive upon Lessee ( i ) that this Lease is in full force and
effect, without modification except as may be represented by Lessor, ( ii )
that there are no uncured defaults in Lessor's performance, and ( iii ) that
not more than one month's rent has been paid in advance or such failure may be
considered by Lessor as a default  by Lessee under this Lease.

             (c)  If Lessor desires to finance or refinance the Premises, or
any part thereof, Lessee hereby agrees to deliver to any lender designated by
Lessor such financial statements of Lessee as may be reasonably required by
such lender.  Such statements shall include the past three years' financial
statements of Lessee.  All such financial statements shall be received in
confidence and shall be used only for the purposes herein set forth.

     16.2    LESSOR'S LIABILITY.The term "Lessor" as used herein shall mean
only the owner or owners at the time in question of the fee title or a lessee's
interest in a ground lease of the Premises, and except as expressly provided in
Paragraph 15, in the event of any transfer of such title or interest.  Lessor
herein named (and in case of any subsequent transfers the then grantor) shall
be relieved from and after the date of such transfer of all liability as
respects Lessor's obligations thereafter to be performed, provided that any
funds in the hands of Lessor or the then grantor at the time of such transfer,
in which Lessee has an interest, shall be delivered to the grantee.  The
obligations contained in this Lease to be performed by Lessor shall, subject as
aforesaid, be binding on Lessor's successors and assigns, only during their
respective periods of ownership.

     16.3    SEVERABILILTY.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.

     16.4    INTEREST ON PAST-DUE OBLIGATIONS.  Except as expressly herein
provided, any amount due Lessor not paid when due shall bear interest at 10%
per annum from the date due.  Payment of such interest shall not excuse or cure
any default by Lessee under this Lease, provided, however, that interest shall
not be payable on late charges incurred by Lessee nor on any amounts upon which
late charges are paid by Lessee.

     16.5    TIME OF ESSENCE.  Time is of the essence.

     16.6    CAPTIONS.Article and paragraph  captions are not a part hereof.

     16.7    INCORPORATION OF PRIOR AGREEMENTS; AMENDMENTS.This lease contains
all agreements of the parties with respect to any matter mentioned herein.  No
prior agreement or understanding pertaining to any such matter shall be
effective.  This Lease may be modified in writing only, signed by the parties
in interest at the time of the modification.  Except as otherwise stated in
this Lease, Lessee hereby acknowledges that neither the real estate broker
listed in Paragraph 15 hereof nor any cooperating broker on this transaction
nor the Lessor or any employees or agents of any of said persons has made any
oral or written warranties or representations to Lessee relative to the
condition or use by Lessee of said Premises and Lessee acknowledges that Lessee
assumes all responsibility regarding the Occupational Safety Health Act or the
legal use of adaptability of the Premises and the compliance thereof to all
applicable laws and regulations enforced during the term of this Lease except
as otherwise specifically stated in this Lease.

     16.8    NOTICES.Any notice required or permitted to be given hereunder
shall be in writing and may be given by personal delivery or by certified mail,
and if given personally or by mail, shall be deemed sufficiently given if
addressed to Lessee or to Lessor at the address noted below the signature of
the respective parties, as the case may be.  Either party may by notice to





                                       11
<PAGE>   12
the other specify a different address for notice purposes except that upon
Lessee's taking possession of the Premises, the Premises  shall  constitute
Lessee's address for notice purposes.  A copy of all notices required or
permitted to be given to Lessor hereunder shall be concurrently transmitted to
such party or parties at such addresses as Lessor may from time to time
hereafter designate by notice to Lessee.

     16.9    WAIVERS.No waiver by Lessor of any provision hereof shall be
deemed a waiver of any other provision hereof or of any subsequent breach by
Lessee of the same or any other provision.  Lessor's consent to or approval of
any act shall not be deemed to render unnecessary the obtaining of Lessor's
consent to or approval of any subsequent act by Lessee.  The acceptance of rent
hereunder by Lessor shall not be a waiver of any preceding breach by Lessee of
any provision hereof, other than the failure of Lessee to pay the particular
rent so accepted,regardless of Lessor's knowledge of such preceding breach at
the time of acceptance of such rent.

     16.10   RECORDING.Lessee shall not record this Lease without Lessor's
prior written consent, and such recordation shall, at the option of Lessor,
constitute a non-curable default of Lessee hereunder.  Either party shall, upon
request of the other, execute, acknowledge and deliver to the other a "short
form" memorandum of this Lease for recording purposes.

     16.11   HOLDING OVER. If Lessee remains in possession of the Premises or
any part thereof after the expiration of the term hereof without the express
written consent of Lessor, such occupancy shall be a tenancy from month to
month at a rental in the amount of the last monthly rental plus all other
charges payable hereunder, and upon all the terms hereof applicable to a
month-to-month tenancy.

     16.12   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.

     16.13   COVENANTS AND CONDITIONS.Each provision of this Lease performable
by Lessee shall be deemed both a covenant and a condition.

     16.14   BINDING EFFECT; CHOICE OF LAW.Subject to any provisions hereof
restricting assignment or subletting by Lessee and subject to the provisions of
Paragraph 16.2 this Lease shall bind the parties, their personal
representatives, successors and assigns.  This Lease shall be governed by the
laws of the State in which the Premises are located.

     16.15   SUBORDINATION.

             (a)  This Lease, at Lessor's option, shall be subordinate to any
ground lease, mortgage, deed of trust, or any other hypothecation for security
now or hereafter placed upon the real property of which the Premises are a part
and to any and all advances made on the security thereof and to all renewals,
modifications, consolidations, replacements and extensions thereof.
Notwithstanding such subordination, Lessee's right to quiet possession of the
Premises shall not be disturbed if Lessee is not in default and so long as
Lessee shall pay the rent and observe and perform all of the provisions of this
Lease, unless this Lease is otherwise terminated pursuant to its terms.  If any
mortgage, trustee or ground lessor shall elect to have this Lease prior to the
lien of its mortgage, deed of trust or ground lease, and shall give written
notice thereof to Lessee, this Lease shall be deemed prior to such mortgage,
deed of trust, or ground lease, whether this Lease is dated prior or subsequent
to the date of said mortgage, deed of trust or ground lease or the date of
recording thereof.

             (b)  Lessee agrees to execute any documents required to effectuate
such subordination or to make this Lease prior to the lien of any mortgage,
deed of trust or ground lease, as the case may be, and failing to do so within
ten (10) days after written demand, does hereby make, constitute and
irrevocably appoint Lessor as Lessee's attorney in fact and in Lessee's name,
place and stead, to do so.





                                       12
<PAGE>   13
     16.16   ATTORNEY'S FEES.If either party or the broker named herein brings
an action to enforce the terms hereof or declare rights hereunder, the
prevailing party in any such action, on trial or appeal, shall be entitled to
his reasonable attorney's fees to be paid by the losing party as fixed by the
Court.  The provisions of this paragraph shall inure to the benefit of the
broker named herein who seeks to enforce a right hereunder.

     16.17   LESSOR'S ACCESS.Lessor and Lessor's agents shall have the right to
enter the Premises at reasonable times for the purpose of inspecting the same,
showing the same to prospective purchasers, or lenders, or lessees, and making
such alterations, repairs, improvements or additions to the Premises or to the
building of which they are a part as Lessor may deem necessary or desirable.
Lessor may at any time place on or about the Premises any ordinary "For Sale"
signs and Lessor may at any time during the last 120 days of the term hereof
place on or about the Premises any ordinary "For Lease" signs, all without
rebate of rent or liability to Lessee.

     16.18   SIGNS AND AUCTIONS.Lessee shall not place any sign upon the
Premises or conduct any auction thereon without Lessor's prior written consent
except that Lessee shall have the right, without the prior permission of
Lessor, to place ordinary and usual for rent or sublet signs thereon.

     16.19   MERGER.The voluntary or other surrender of this Lease by Lessee,
or a mutual cancellation thereof, or a termination by Lessor, shall not work a
merger, and shall, at the option of Lessor, terminate all or any existing
subtenancies or may, at the option of Lessor, operate as an assignment to
Lessor of any or all of such subtenancies.

     16.20   CORPORATE AUTHORITY.If Lessee is a corporation, each individual
executing this Lease on behalf of said corporation represents and warrants that
he is duly authorized to execute and deliver this Lease on behalf of said
corporation, in accordance with a duly adopted resolution of the Board of
Directors of said corporation or in accordance with the Bylaws of said
corporation, and that this Lease is binding upon said corporation in accordance
with its terms.  If Lessee is a corporation Lessee shall, within thirty (30)
days after execution of this Lease, deliver to Lessor a certified copy of a
resolution of the Board of Directors of said corporation authorizing or
ratifying the execution of this Lease.

     16.21   CONSENTS.Whenever in this Lease the consent of one party is
required to an act of the other party such consent shall not be unreasonably
withheld.

     16.22   GUARANTOR.In the event that there is a guarantor of this Lease,
said guarantor shall have the same obligations as Lessee under Paragraphs 16.1
and 16.20 of this Lease.

     16.23   QUIET POSSESSION.Upon Lessee paying the fixed rent reserved
hereunder and observing and performing all of the covenants, conditions, and
provisions on Lessee's part to be observed and performed hereunder, Lessee
shall have quiet possession of the Premises for the entire term hereof subject
to all of the provisions of this Lease.

     16.24   OPTIONS.In the event that the Lessee, under the terms of this
Lease, has any option to extend the term of this Lease, or any option to
purchase the Premises or any right of first refusal to purchase the Premises or
other property of Lessor, then each of such options and rights are personal to
Lessee and may not be exercised or be assigned, voluntarily or involuntarily,
by or to any one other than Lessee except that it may be exercised by or
assigned to any of the entities described in Paragraph 12.2 hereof for whom
Lessee does not need the consent of Lessor to assign this Lease.  In the event
that Lessee hereunder has any multiple





                                       13
<PAGE>   14
options to extend this Lease a later option to extend the Lease cannot be
exercised unless the prior option has been so exercised.

     16.25   MULTIPLE TENANT BUILDING RULES AND REGULATIONS.In the event that
the Premises are part of a larger building or group of buildings then Lessee
agrees that it will abide by, keep and observe all reasonable rules and
regulations which Lessor may make from time to time for the management, safety,
care, and cleanliness of the building and grounds, the parking of vehicles and
the preservation of good order therein as well as for the convenience of other
occupants and tenants of the building.  Further, Lessee will promptly pay its
prorata share, as reasonably determined by Lessor, of any maintenance or repair
of such portion of the Premises or such portion of the property of which the
Premises are a part, which are common areas or used by Lessee and other
occupants thereof.  The violations of any such rules and regulations, or the
failure to pay such prorata share of costs, shall be deemed a material breach
of this Lease by Lessee.

     16.26   INSURING PARTY.The insuring party under this lease shall be the
Lessor.

     16.27   ADDITIONAL PROVISIONS.If there are no additional provisions draw a
line from this point to the next printed word after the space left here.  If
there are additional provisions place the same here.

     16.28   Insurance is the responsibility of Lessor, with cost to be borne
by Lessee.

     16.29   Lessor hereby grants Lessee an option to extend the lease for a
period of FIVE YEARS.  All terms and conditions of the lease shall apply during
the option term, except the monthly rental to be paid shall be determined as
set forth in the following paragraph.  This option must be exercised in writing
by August 1, 1989.

     16.30   Each five (5) years, i.e., on Nov. 1, 1984 and on Nov. 1, 1989
(provided option is exercised) the rent shall be adjusted commensurate with the
change that has taken place in the U.S. Dept. of Labor,  Bureau of Labor
Statistics Consumer Price Index for Urban Wage Earners and clerical workers
(1967 equals 100)  revised   Los Angeles, Long Beach, Anaheim Index for the
preceding five year period.  The base months in the calculation shall be
September 1979 (rental sum of $5,318.46 per month), September 1984 and
September 1989.  For example, the monthly rental to be paid in the period Nov.
1, 1984  to Nov. 1, 1989  shall be that sum of money which bears the same
relationship to the Consumer Price Index described above for the month of
September 1984 as the sum of $5,318.46  bears to the above mentioned Index for
the month of September 1979.

     16.31   The letter dated October 29, 1979  to Mr. Frank  Zamboni/Landcee
Investment Co. from LOCKHART INDUSTRIES, INC. is appended to and becomes part
of this Lease.

     16.32   The addendum dated January 27, 1981  is appended to and becomes
part of this Lease.

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

If this Lease has been filled in it has been prepared for submission to your
attorney for his approval.  No representation  or recommendation is made by the
real estate broker or its agents





                                       14
<PAGE>   15
or employees as to the legal sufficiency, legal effect, or tax consequences of
this Lease or  the transaction relating thereto.


Executed at   Paramount, California       LANDCEE INVESTMENT CO., a Partnership
              -----------------------     -------------------------------------
                                          
on                                        By:/s/ Frank J. Zamboni           
   ----------------------------------        ----------------------------------
                                                 Frank J. Zamboni, Partner
                                          
Address 8041 East Jackson St.              By:/s/ Jean Zamboni              
        -----------------------------         ---------------------------------
         Paramount, California  90723             Jean Zamboni, Partner
         ----------------------------
                                          
                                                  "Lessor"  (Corporate seal)
                                          
Executed at Paramount, California          LOCKHART INDUSTRIES, INC.         
            -------------------------      ------------------------------------
                                          
on                                         By:/s/ Eldon H. Lockhart          
  -----------------------------------         ---------------------------------
                                                  Eldon H. Lockhart,
                                                  Chief Executive Officer
Address  15707 Texaco Avenue              
         ----------------------------
         Paramount, California  90723       By:/s/ Marjorie D. Lockhart        
         ----------------------------          --------------------------------
                                                   Marjorie D. Lockhart,
                                                   Secretary
                                          
                                                     "Lessee"  (Corporate seal)





                                       15
<PAGE>   16

                           ADDENDUM TO LEASE BETWEEN
            LOCKHART INDUSTRIES, INC. AND LANDCEE INVESTMENT COMPANY
                             DATED OCTOBER 31, 1979


Section 16.30 of the above referenced lease is ammended as follows:

         Each two (2) years, i.e. on November 1, 1981, 1983, 1985, 1987, and on
         November 1, 1989 (provided option is exercised) the rent shall be
         adjusted commensurate with the change that has taken place in the U.S.
         Dept. of Labor, Bureau of Labor Statistics Consumer Price Index for
         Urban Wage Earners and clerical workers (1967 equals 100) revised Los
         Angeles, Long Beach, Anaheim Index for the preceding two year period.
         Base months in the calculation shall be September 1979 (rental sum of
         $5,318.46 per month), September 1981, 1983, 1985, 1987 and September
         1989.  For example, the monthly rental to be paid in the period
         November 1, 1981 to November 1, 1983 shall be that sum of money which
         bears the same relationship to the Consumer Price Index described
         above for the month of September 1981 as the sum of $5,318.46 bears to
         the above mentioned Index for the month of September 1979.


Executed at  Paramount, California               LANDCEE INVESTMENT CO., 
             ------------------------            a Partnership
                                                
Date  January 27, 1981                           by /s/ Frank J. Zamboni       
    ---------------------------------            -------------------------
                                                 Frank J. Zamboni, Partner
                                                
Address   8041 East Jackson St.                  /s/ Jean Zamboni         
       ------------------------------               ----------------------
         Paramount, California  90723            Jean Zamboni, Partner
         ----------------------------           
                                                
                                                
Executed at    Paramount, California             LOCKHART INDUSTRIES, INC.
               ----------------------                               
                                                
Date  January 27, 1981                           by /S/ Eldon H. Lockhart  
     --------------------------------           --------------------------
                                                 Eldon H. Lockhart
                                                 Chief Exec. Officer
                                                
Address   15555 Texaco Avenue                    /S/ Majorie D. Lockhart 
       ---------------------------               -------------------------
         Paramount, California  90723            Majorie D. Lockhart
         ----------------------------            Secretary
                                                          





                                       16
<PAGE>   17
February 8, 1994


LOCKHART INDUSTRIES, INC.
15555 Texaco Avenue
P.O. Box 1430
Paramount, CA  90723

ATTN:  Craig Schenasi

RE:  LETTER AGREEMENT-LEASE EXTENSION


Reference is hereby made to that certain Lease dated October 31, 1979 and Lease
Extension dated July 13, 1989, by and between LANDCEE INVESTMENT COMPANY
(Lessor) and LOCKHART INDUSTRIES, INC. (Lessee) for the facility located at
15555 Texaco Avenue, Paramount, California (hereinafter referred to as the
"Lease").

The parties hereby agree that the Lease shall be extended for an additional
period of five (5) years commencing on November 1, 1994 and ending October 31,
1999.  All terms, provisions and conditions of the original Lease shall remain
in full force and effect during the extension period, except for the following:

1.       Beginning November 1, 1994, the monthly rent shall be $10,110.00.

2.       Beginning on May 1, 1997, there shall be an adjustment in the monthly
         rent, calculated as follows:

                 (i)      The monthly rent payable in November 1994, shall be
                          multiplied by a fraction, the numerator of which
                          shall be Consumer Price Index (CPI) of the Bureau of
                          Labor Statistics of the United States Department of
                          Labor for Urban Wage Earners and Clerical Workers,
                          Los Angeles- Anaheim-Riverside, California (1967 =
                          100), "All Items," for the month of September 1994
                          and the denominator of which shall be the CPI for the
                          month of March 1997.  The sum so calculated shall
                          constitute the new monthly rental for the period of
                          May 1, 1997 through October 31, 1999.





<PAGE>   18
Please have two authorized officers of the corporation sign both of the
enclosed originals of this Letter Agreement indicating your approval of the
extension, and return one original to our office at 1176 Main Street, Suite
100, Irving, CA 92714.

On behalf of Jean Zamboni, we are delighted that you have decided to renew your
Lease, and look forward to a continued relationship with Lockhart Industries,
Inc. in the coming years.

Very truly yours,

LANDCEE INVESTMENT COMPANY



By: /s/ Robert D. Bendetti
   -----------------------
     Robert D. Bendetti
     Authorized Representative


RDB:kle                                    AGREED AND ACCEPTED

                                           LOCKHART INDUSTRIES, INC.

                                           Dated:  February 21, 1994



                                           By:  /s/ Eldon H. Lockhart    
                                               ---------------------------
                                                    Eldon H. Lockhart, CEO


                                           By: /s/ Craig Schenasi            
                                               ---------------------------
                                                   Craig Schenasi,
                                                   Chief Financial Officer





<PAGE>   19
July 13, 1989

Lockhart Industries Inc.
15555 Texaco Street
P. O. Box 1430
Paramount, CA   90723

ATTN:  Wes Buckland, President

RE:   LETTER AGREEMENT-LEASE EXTENSION

Reference is hereby made to that certain lease dated October 31, 1979, by and
between LANDCEE INVESTMENT COMPANY (Lessor) and LOCKHART INDUSTRIES INC.
(Lessee) for the facility located at 15555 and 15557 Texaco Street, Paramount,
CA.

In accordance with Paragraph 16.29 of said lease regarding Lessee's "option to
extend", the parties hereby agree that said lease shall be extended for an
additional period of five (5) years commencing on November 1, 1989 and ending
on October 31, 1994.  All terms, provisions and conditions of the original
lease shall remain in full force and effect during the extension period, except
that the monthly rent shall be increased in accordance with the paragraph 16.30
of said lease.  Furthermore, paragraph 16.30 calculates the new monthly rent
using the September 1989 Consumer Price Index which will not be published until
about October 20, 1989.  Therefore, the new monthly rent will not be determined
until after that time.

Please have two authorized corporate officers sign one copy of this Letter
Agreement indicating your approval of the extension, and return same to our
office.

Very truly yours,

LANDCEE INVESTMENT COMPANY


/s/ Jean Zamboni (rb)
---------------------
Jean Zamboni
Partner                                       UNDERSTOOD AND AGREED:        
                                                                            
                                              LOCKHART INDUSTRIES INC.      
                                                                            
                                              By: /s/ Raymond A. Buckland   
                                                  -----------------------   
                                                                President   
                                                                            
                                              By:                           
                                                 ------------------------   
                                                                Secretary   
                                              Date                          
                                                   ----------------------   
                                                       (Corporate  Seal)