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                                                                  EXHIBIT 10.22


                        STANDARD INDUSTRIAL LEASE - NET

                  AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION


1.       PARTIES.  This Lease, dated, for reference purposes only, August 29,
1984, is made by and between GARFIELD- PACIFIC DEVELOPMENT CO. (herein called
"Lessor") and LOCKHART INDUSTRIES, INC. (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 15707 Texaco Avenue, Paramount, CA  90723 and
described as a 25,000 sq. ft. fire sprinklered concrete tilt-up manufacturing
facility.  Said real property including the land and all improvements therein,
is herein called "the Premises".

3.       TERM.

         3.1     TERM. The term of this Lease shall be for eighty-four (84)
months commencing on July 1, 1984 and ending on June 30, 1991 unless sooner
terminated pursuant to any provision hereof.

         3.2     DELAY IN POSSESSION.  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 of 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; provided further, however, that if such written notice of Lessee is
not received by Lessor within said ten (10) day period, Lessee's right to cancel
this Lease hereunder shall terminate and be of no further force or effect.

         3.3     EARLY POSSESSION.  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.


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4.      RENT. Lessee shall pay to Lessor as rent for the Premises,
monthly payments of $5,125.00, in advance, on the first day of each month for
the period July 1, 1984 through December 31, 1987.  See paragraph 49 for
additional rental rate provisions.

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 $4,000 transferred from former lease 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 Lessee's failure to do so shall be a
material breach of this Lease.  If the monthly rent shall, from time to time,
increase during the term of this Lease, Lessee shall thereupon deposit with
Lessor additional security deposit so that the amount of security deposit held
by Lessor shall at all times bear the same proportion to current rent as the
original security deposit bears to the original monthly rent set forth in
paragraph 4 hereof.  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 a
business concerned with the design and manufacture of heat exchangers and such
other activities as described in the Articles of Incorporation of Lessee, or
any other use which is reasonably comparable and for no other purpose.

         6.2     COMPLIANCE WITH LAW.

                 (a)      Lessor warrants to Lessee that the Premises, in its
state existing on the date that the Lease term commences, but without regard to
the


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use for which Lessee will use the Premises, does not violate any covenants or
restrictions of record, or any applicable building code, regulation or
ordinance in effect on such Lease term commencement date.  In the event 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, rectify any such violation.  In the event
Lessee does not give to Lessor written notice of the violation of this warranty
within six months from the date that the Lease term commences, the correction
of same shall be the obligation of the Lessee at Lessee's sole cost.  The
warranty contained in this paragraph 6.2 (a) shall be of no force or effect if,
prior to the date of this Lease, Lessee was the owner or occupant of the
Premises, and, in such event, Lessee shall correct any such violation at
Lessee's sole cost.

                 (b)      Except as provided in paragraph 6.2(a), Lessee shall,
at Lessee's expense, comply promptly with all applicable statues, ordinances,
rules, regulations, orders, covenants and 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.

                 (a)      Lessor shall deliver the Premises to Lessee clean and
free of debris on Lease commencement date (unless Lessee is already in
possession) and Lessor further warrants to Lessee that the plumbing, lighting,
air conditioning, heating, and loading doors in the Premises shall be in good
operating condition on the Lease commencement date.  In the event that it is
determined that this warranty has been violated, then it shall be the
obligation of Lessor, after receipt of written notice from lessee setting forth
with specificity the nature of the violation, to promptly, at Lessor's sole
cost, rectify such violation.  Lessee's failure to give such written notice to
Lessor within thirty (30) days after the Lease commencement date shall cause
the conclusive presumption that Lessor has complied with all of Lessor's
obligations hereunder.  The warranty contained in this paragraph 6.3(a) shall
be of no force or effect if prior to the date of this Lease, Lessee was the
owner or occupant of the Premises.

                 (b)      Except as otherwise provided in this Lease, Lessee
hereby accepts the Premises in their condition existing as of the Lease
commencement date or the date that Lessee takes possession of the Premises,
whichever is earlier, subject to all applicable zoning, municipal, county and
state laws, ordinances and regulations governing and regulating the use of the
Premises, and any covenants or restrictions of record, 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 present or future suitability
of the Premises for the conduct of Lessee's business.





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7.       MAINTENANCE, REPAIRS AND ALTERNATIONS.

         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, (Lessee shall procure and maintain, at Lessee's
expense, an air conditioning system maintenance contract) 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 with 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, ordinary wear and tear excepted, clean and free of
debris.  Lessee shall repair any damage to the Premises occasioned by the
installation or removal of Lessee's trade fixtures, furnishings and equipment.
Notwithstanding anything  to the contrary otherwise stated in this Lease,
Lessee shall leave the air lines, power panels, electrical distribution
systems, lighting fixtures, space heaters, air conditioning, plumbing and
fencing on the premises in good operating condition.

         7.3     LESSOR'S RIGHTS.  If Lessee fails to perform Lessee's
obligations under this Paragraph 7, or under any other paragraph of this Lease,
Lessor may at its option (but shall not be required to) enter upon the Premises
after ten (10) days' prior written notice to Lessee (except in the case of an
emergency, in which case no notice shall be required), perform such obligations
on Lessee's behalf and put the same in good order, condition and repair, and
the cost thereof together with interest thereon at the maximum rate then
allowable by law 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) and 6.3(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





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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 $2,500 in cumulative costs during the term of this Lease.  In any
event, whether or not in excess of $2,500 in cumulative cost, Lessee shall make
no change or alteration to the exterior of the Premises nor the exterior of the
building(s) on the Premises without Lessor's prior written consent.  As used in
this Paragraph 7.5 the term "Utility Installation" shall mean carpeting, window
coverings, air lines, power panels, electrical distribution systems, lighting
fixtures, space heaters, air conditioning, plumbing, and fencing.  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 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 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





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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.

                 (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 this 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 46 hereof.  In the event Lessor is the insuring party, Lessor shall
also maintain the liability insurance described in paragraph 8.2 hereof, in
addition to, and not in lieu of, the insurance required to be maintained by
Lessee under said paragraph 8.2, but Lessor shall not be required to name
Lessee as an additional insured on such policy.  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, except for that portion of
the cost attributable to Lessor's liability insurance coverage in excess of
$1,000,000 per occurrence.  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 per
occurrence.  The policy 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.

         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


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may exist from time to time, which replacement value is now $625,000.00, but in
no event less than the total amount required by lenders having liens on the
Premises, against all perils included within the classification of fire,
extended coverage, vandalism, malicious mischief, flood (in the event same is
required by a lender having a lien on the Premises), and special extended
perils ("all risk" as such term is used in the insurance industry).  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 value insurance covering a period of one year, with loss
payable to Lessor, which insurance shall also cover all real estate taxes and
insurance costs for said period.  A stipulated value or agreed amount
endorsement deleting the coinsurance provision of the policy shall be procured
with said insurance as well as an automatic increase in insurance endorsement
causing the increase in annual property insurance coverage by 2% per quarter.
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, the deductible amount shall not exceed $1,000 per occurrence, and
Lessee shall be liable for such 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 Premises under Paragraph 7,
hereof.  But if Lessee is the insuring party the Lessee shall insure its
fixtures, equipment and tenant improvements.

         8.4     INSURANCE POLICIES. Insurance required hereunder shall be in
companies holding a "General Policyholders Rating" of at least B plus, or such
other rating as may be required by a lender having a lien on the Premises, 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 as required by this paragraph 8.  No such policy shall be
cancelable or subject to reduction of coverage or other modification except
after thirty (30) days' prior written notice to Lessor.  If Lessee is the
insuring party Lessee shall, at least thirty (30) 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


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insurance policies referred to in 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 release
and relieve the other, and waive their entire right of recovery against the
other for loss or damage arising out of or incident to perils insured against
under paragraph 8.3, which perils occur in, on or about the Premises, whether
due to the negligence of Lessor or Lessee or their agents, employees,
contractors and/or invitees.  Lessee and Lessor 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 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


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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     DEFINITIONS.

                 (a)      "Premises Partial Damage" shall herein mean damage or
destruction to the Premises to the extent that the cost of repair is less than
50% of the then replacement cost of the Premises.  "Premises Building Partial
Damage" shall herein mean damage or destruction to the building of which the
Premises are a part to the extent that the cost of repair is less than 50% of
the then replacement cost of such building as a whole.

                 (b)      "Premises Total Destruction" shall herein mean damage
or destruction to the Premises to the extent that the cost of repair is 50% or
more of the then replacement cost of the Premises.  "Premises Building Total
Destruction" shall herein mean damage or destruction to the building of which
the Premises are a part to the extent that the cost of repair is 50% or more of
the then replacement cost of such building as a whole.

                 (c)      "Insured Loss" shall herein mean damage or
destruction which was caused by an event required to be covered by the
insurance described in paragraph 8.

         9.2     PARTIAL DAMAGE - INSURED LOSS.  Subject to the provisions of
paragraphs 9.4, 9.5 and 9.6, if at any time during the term of this Lease there
is damage which is an Insured Loss and which falls into the classification of
Premises Partial Damage or Premises Building Partial Damage, then 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 amounts so contributed.

         9.3     PARTIAL DAMAGE - UNINSURED LOSS.  Subject to the provisions of
Paragraphs 9.4, 9.5 and 9.6, if at any time during the term of this Lease there
is





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damage which is not an Insured Loss and which falls within the classification
of Premises Partial Damage or Premises Building Partial Damage, unless caused
by a negligent or willful act of Lessee (in which event Lessee shall make the
repairs at Lessee's expense), 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, 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.

         9.4     TOTAL DESTRUCTION.  If at any time during the term of this
Lease there is damage, whether or not an Insured Loss, (including destruction
required by an authorized public authority), which falls in the classification
of Premises Total Destruction or Premises Building Total Destruction, this
Lease shall automatically terminate as of the date of such total destruction.

         9.5     DAMAGE NEAR END OF TERM.

                 (a)      If at any time during the last six months of the term
of this Lease there is damage, whether or not an Insured Loss, which falls
within the classification of Premises Partial Damage, 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.

                 (b)      Notwithstanding paragraph 9.5(a), in the event that
Lessee has an option to extend or renew this Lease, and the time within which
said option may be exercised has not yet expired, Lessee shall exercise such
option, if it is to be exercised at all, no later than 20 days after the
occurrence of an Insured Loss falling within the classification of Premises
Partial Damage during the last six months of the term of this Lease.  If Lessee
duly exercises such option during said 20 day period, Lessor shall, at Lessor's
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
during said 20 day period, then Lessor may at Lessor's option terminate and
cancel this Lease as of the expiration of said 20 day period by giving written
notice to Lessee of Lessor's election to do so within 10 days after the
expiration of said 20 day period, notwithstanding any term or provision in the
grant of option to the contrary.





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         9.6     ABATEMENT OF RENT; LESSEE'S REMEDIES.

                 (a)      In the event of damage described in paragraphs 9.2 or
9.3, and Lessor or Lessee repairs or restores the Premises 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.
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 obligations 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.

         9.7     TERMINATION - ADVANCE PAYMENTS.  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.

         9.8     WAIVER.  Lessor and Lessee waive the provisions of any
statutes which relate to termination of leases when leased property is
destroyed and agree that such event shall be governed by the terms of this
Lease.

10.      REAL PROPERTY TAXES.

         10.1    PAYMENT OF TAXES.  Lessee shall pay the real property tax, as
defined in paragraph 10.2, 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 maximum rate
then allowable by law.

         10.2    DEFINITION OF "REAL PROPERTY TAX".  As used herein, the term
"real property tax" shall include any form of real estate tax or assessment,
general special, ordinary or extraordinary, and any license fee, commercial
rental tax, improvement bond or bonds, levy or tax (other than inheritance,
personal income





                                                                              11
<PAGE>   12
or estate taxes) imposed on the Premises by any authority having the direct or
indirect power to tax, including any city, state or federal government, or any
school, agricultural, sanitary, fire, street, 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, and as against Lessor's
business of leasing the Premises.  The term "real property tax" shall also
include any tax, fee, levy, assessment or charge (i) in substitution of,
partially or totally, any tax, fee, levy, assessment or charge hereinabove
included within the definition of "real property tax", or (ii) the nature of
which was hereinbefore included within the definition of "real property tax",
or (iii) which is imposed for a service or right not charged prior to June 1,
1978, or, if previously charged, has been increased since June 1, 1978, or (iv)
which is imposed as a result of a transfer, either partial or total, of
Lessor's interest in the Premises or which is added to a tax or charge
hereinbefore included within the definition of real property tax by reason of
such transfer, or (v) which is imposed by reason of this transaction, any
modifications or changes hereto, or any transfer hereof.

         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.

                 (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
<PAGE>   13

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.  Lessor shall respond to Lessee's request for consent hereunder in a
timely manner and 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 obligation 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 the
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 Lessee proposes to do
then Lessee shall pay Lessor's reasonable attorneys fees incurred in connection
therewith, such attorneys fees not to exceed $350.00 for each such request.





                                                                              13
<PAGE>   14
13.      DEFAULTS; REMEDIES.

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

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

                 (b)      The failure of 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.  In the event that Lessor serves Lessee
with a Notice to Pay Rent or Quit pursuant to applicable Unlawful Detainer
statutes such Notice to Pay Rent or Quit shall also constitute the notice
required by this subparagraph.

                 (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 paragraph (b) above, where such
failure shall continue for a period of 30 days after written notice thereof
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 prosecutes such cure to
completion.

                 (d)      (i)  The making by Lessee of any general arrangement
or assignment for the benefit of creditors; (ii) Lessee becomes 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 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 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.
Provided, however, in the event that any provision of this paragraph 13.1(d) is
contrary to any applicable law, such provision shall be of no force or effect.

                 (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 obligation
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





                                                                              14
<PAGE>   15
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 be 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 wherein the Premises
are located.  Unpaid installments of rent and other unpaid monetary obligations
of Lessee under the terms of this Lease shall bear interest from the date due
at the maximum rate then allowable by law.

         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 obligation; 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, then, without any requirement for notice to Lessee, Lessee
shall pay to Lessor a late charge equal to 6% of 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 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.  In the





                                                                              15
<PAGE>   16
event that a late charge ispayable hereunder, whether or not collected, for
three (3) consecutive installments of rent, then rent shall automatically
become due and payable quarterly in advance, rather than monthly,
notwithstanding paragraph 4 or any other provision of this Lease to the
contrary.

         13.5    IMPOUNDS.  In the event that a late charge is payable
hereunder, whether or not collected, for three (3) installments of rent or any
other monetary obligation of Lessee under the terms of this Lease, Lessee shall
pay to Lessor, if Lessor shall so request, in addition to any other payments
required under this Lease, a monthly advance installment, payable at the same
time as the monthly rent, as estimated by Lessor, for real property tax and
insurance expenses on the Premises which are payable by Lessee under the terms
of this Lease.  Such fund shall be established to insure payment when due,
before delinquency, of any or all such real property taxes and insurance
premiums.  If the amounts paid to Lessor by Lessee under the provisions of this
paragraph are insufficient to discharge the obligations of Lessee to pay such
real property taxes and insurance premiums as the same become due, Lessee shall
pay to Lessor, upon Lessor's demand, such additional sums necessary to pay such
obligations.  All moneys paid to Lessor under this paragraph may be
intermingled with other moneys of Lessor and shall not bear interest.  In the
event of a default in the obligations of Lessee to perform under this Lease,
then any balance remaining from funds paid to Lessor under the provisions of
this paragraph may, at the option of Lessor, be applied to the payment of any
monetary default of Lessee in lieu of being applied to the payment of real
property tax and insurance premiums.

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 building on the Premises, or more than 25% of the land area of the
Premises which is not occupied by any building, 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 of the building taken bears to
the total floor area of the building situated on the Premises.  No reduction of
rent shall occur if the only area taken is that which does not have a building
located thereon.  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





                                                                              16
<PAGE>   17
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.

                 (a)      Upon execution of this Lease by both parties, Lessor
shall pay to    N/A      Licensed real estate broker(s), a fee as set forth
in a separate agreement between Lessor and said broker(s), or in the event
there is no separate agreement between Lessor and said broker(s), the sum of
$_________, for brokerage services rendered by said broker(s) to Lessor in this
transaction.

                 (b)      Lessor further agrees that if Lessee exercises any
Option as defined in paragraph 39.1 of this Lease, which is granted to Lessee
under this Lease, or any subsequently granted option which is substantially
similar to an Option granted to lessee under this Lease, or if Lessee acquires
any rights to the Premises or other premises described in this Lease which are
substantially similar to what Lessee would have acquired had an Option herein
granted to Lessee been exercised, or if Lessee remains in possession of the
Premises after the expiration of the term of this Lease after having failed to
exercise an Option, or if said broker(s) are 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(s) a fee in accordance with the
schedule of said broker(s) in effect at the time of execution of this Lease.

                 (c)      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, whether such transfer is by agreement or by operation of law, 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
15.

16.      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





                                                                              17
<PAGE>   18
that there are not, to Lessee's knowledge, any uncured defaults on the part of
Lessor hereunder, or 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)      At Lessor's option, Lessee's failure to deliver such
statement within such time shall be a material breach of this Lease or 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, refinance, or sell the
Premises, or any part thereof, Lessee hereby agrees to deliver to any lender or
purchaser designated by Lessor such financial statements of Lessee as may be
reasonably required by such lender or purchaser.  Such statements shall include
the past three years' financial statements of Lessee.  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.      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 then the 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.

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.      INTEREST ON PAST-DUE OBLIGATIONS.  Except as expressly herein
provided, any amount due to Lessor not paid when due shall bear interest at the
maximum rate then allowable by law 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.

20.      TIME OF ESSENCE.  Time is of the essence.





                                                                              18
<PAGE>   19
21.      ADDITIONAL RENT.  Any monetary obligations of Lessee to Lessor under
the terms of the Lease shall be deemed to be rent.

22.      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, the
legal use and adaptability of the Premises and the compliance thereof with all
applicable laws and regulations in effect during the term of this Lease except
as otherwise specifically stated in the Lease.

23.      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 be notice to 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.

24.      WAIVERS.  No waiver by Lessor or 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 or, 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.

25.      RECORDING.  Either Lessor or Lessee shall, upon request or the other,
execute, acknowledge and deliver to the other a "short form" memorandum of this
Lease for recording purposes.

26.      HOLDING OVER.  If Lessee, with Lessor's consent, remains in possession
of the Premises or any part thereof after the expiration of the term hereof,
such





                                                                              19
<PAGE>   20
occupancy shall be a tenancy from month to month upon all the provisions of
this Lease pertaining to the obligations of Lessee, but all options and rights
of first refusal, if any, granted under the terms of this Lease shall be deemed
terminated and be of no further effect during said month to month tenancy.

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

29.      BINDING EFFECT; CHOICE OF LAW.  Subject to any provisions hereof
restricting assignment or subletting by Lessee and subject to the provisions of
Paragraph 17, this Lease shall bind the parties, their personal
representatives, successors and assigns.  This Lease shall be governed by the
laws of the State wherein the Premises are located.

30.      SUBORDINATION.

                 (a)      This Lease, at Lessor's option, shall be subordinate
to any ground lease, mortgage, deed of trust, or any other hypothecation or
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
mortgagee, 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
the effectuate an attornment, a subordination or to make this Lease prior to
the lien of any mortgage, deed of trust or ground lease, as the case may be.
Lessee's failure to execute such documents within 10 days after written demand
shall constitute a material default by Lessee hereunder, or at Lessor's option,
Lessor shall execute such documents on behalf of Lessee as Lessee's
attorney-in-fact.  Lessee does hereby make, constitute and irrevocably appoint
Lessor as Lessee's attorney-in-fact and in Lessee's name, place and stead, to
execute such documents in accordance with this paragraph 30(b).





                                                                              20
<PAGE>   21
31.      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.

32.      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, 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.

33.      AUCTIONS.  Lessee shall not conduct, nor permit to be conducted,
either voluntarily or involuntarily, any auction upon the Premises without
first having obtained Lessor's prior written consent.  Notwithstanding anything
to the contrary in this Lease, Lessor shall not be obligated to exercise any
standard of reasonableness in determining whether or grant such consent.

34.      SIGNS.  Lessee shall not place any sign upon the Premises without
Lessor's prior written consent.

35.      MERGER.  The voluntary or other surrender of the 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.

36.      CONSENTS.  Except for paragraph 33 hereof, wherever in this Lease the
consent of one party is required to an act of the other party such consent
shall not be unreasonably withheld.

37.      GUARANTOR.  In the event that there is a guarantor of this Lease, said
guarantor shall have the same obligations as Lessee under this Lease.

38.      QUIET POSSESSION.  Upon Lessee paying the rent for the Premises 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.  The individuals executing the Lease on behalf of
Lessor represent and warrant to Lessee that they are fully authorized and
legally





                                                                              21
<PAGE>   22
capable of executing this Lease on behalf of Lessor and that such execution is
binding upon all parties holding an ownership interest in the Premises.

39.      OPTIONS.

         39.1    PARAGRAPH OMITTED.

         39.2    OPTIONS PERSONAL.  Each Option granted to Lessee in this Lease
are personal to Lessee and may not be exercised or be assigned, voluntarily or
involuntarily, by or to any person or entity other than Lessee, provided,
however, the Option may be exercised by or assigned to any Lessee Affiliate as
defined in paragraph 12.2 of this Lease.  The Options herein granted to Lessee
are not assignable separate and apart from this Lease.

         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 option to extend or renew this Lease has been so exercised.

         39.4    EFFECT OF DEFAULT ON OPTIONS.

                 (a) Lessee shall have no right to exercise an Option,
notwithstanding any provision in the grant of Option to the contrary, (i)
during the time commencing from the date Lessor gives to Lessee a notice of
default pursuant to paragraph 13.1(b) or 13.1(c ) and continuing until the
default alleged in said notice of default is cured, or (ii) during the period
of time commencing on the day after a monetary obligation to Lessor is due from
Lessee and unpaid (without any necessity for notice thereof to Lessee)
continuing until the obligation is paid, or (iii) at any time after an event of
default described in paragraphs 13.1 (a), 13.1(d), or 13.1(e)  (without any
necessity of Lessor to give notice of such default to Lessee), or (iv) in the
event that Lessor has given to Lessee three or more notices of default under
paragraph 13.1(b), where a late charge has become payable under paragraph 13.4
for each of such defaults, or paragraph 13.1(c ), whether or not the defaults
are cured, during the 12 month period prior to the time that Lessee intends to
exercise the subject 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)   All rights of Lessee under the provisions of 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 during the
term of this Lease, (i) Lessee fails to pay to Lessor a monetary obligation of
Lessee for a period of 30 days after such obligation becomes due (without any
necessity of Lessor to give notice thereof to Lessee), or (ii) Lessee fails to
commence to cure a default specified in paragraph 13.1(c ) within 30 days after
the date that Lessor gives notice to Lessee of such default and/or Lessee fails
thereafter to diligently prosecute said cure to completion, or (iii) Lessee
commits a default described in paragraph 13.1(a), 13.1(d) or 13.1(e) (without
any necessity of Lessor to give





                                                                             
                                                                              22
<PAGE>   23
notice of such default to Lessee), or (iv) Lessor gives to Lessee three or more
notices of default under paragraph 13.1(b), where a late charge becomes payable
under paragraph 13.4 for each such default, or paragraph 13.1(c), whether or
not the defaults are cured.

40.      MULTIPLE TENANT BUILDING.  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.  The violations of any such rules and regulations shall be deemed
a material breach of this Lease by Lessee.

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 Lessee,
its agents and invitees from acts of third parties.

42.      EASEMENTS.  Lessor reserves to itself the right, from time to time, to
grant such easements, rights and dedications that Lessor deems necessary or
desirable, 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 shall
sign any of the aforementioned documents upon request of Lessor and failure to
do so shall constitute a material breach of this Lease.

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 under the
provisions of this Lease.

44.      AUTHORITY.  If Lessee is a corporation, trust, or general or limited
partnership, each individual executing this Lease on behalf of such entity
represents and warrants that he or she is duly authorized to execute and
deliver this Lease on behalf of said entity.  If Lessee is a corporation, trust
or partnership, Lessee shall, within thirty (30) days after execution of this
Lease, deliver to Lessor evidence of such authority satisfactory to Lessor.





                                                                             23
<PAGE>   24
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.      INSURING PARTY.  The insuring party under this Lease shall be the
Lessee.

47.      ADDENDUM.  Attached hereto is an addendum or addenda containing
paragraphs 48 through 50 which constitutes a part of this Lease.

48.  Provided that Lessee is not in default under any of the provisions of said
lease, for valuable consideration, receipt of which is hereby acknowledged,
Lessor hereby grants to lessee an irrevocable option to extend the term of this
Lease for an additional three year period.  Said option period shall commence
July 1, 1991 and end  June 30, 1994.  All terms, provisions and conditions of
this lease shall apply during the option term, except that during the option
term the monthly rental to be paid by the Lessee to the Lessor shall be the
then  prevailing fair market rate for comparable office and warehouse space, as
determined by mutual agreement between Lessor and Lessee.  In the event of any
disagreement between Lessor and Lessee relative to the rental rate provisions
of this paragraph, the parties agree to submit the determination of an
applicable rental rate for the option term to the American Arbitration
Association (or comparable arbitration association) for resolution.  Lessor and
Lessee shall each pay  1/2 the costs related to the arbitration process.  In no
event shall the monthly rental rate during the option term be less than the
rental rate at the expiration of the prior lease term.  In order to exercise
said option, Lessee must give notice in writing to the Lessor to that effect
not later than December 31, 1990.


LESSOR AND LESSEE HAVE CAREFULLY READ AND REVIEWED THIS LEASE AND EACH TERM AND
PROVISION CONTAINED HEREIN AND, BY 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.

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
AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION OR BY THE REAL ESTATE BROKER OR ITS
AGENTS OR EMPLOYEES AS TO THE LEGAL SUFFICIENCY,




                                                                             24
<PAGE>   25

LEGAL EFFECT, OR TAX CONSEQUENCES OF THIS LEASE OR THE TRANSACTION RELATING
THERETO.  THE PARTIES SHALL RELY SOLELY UPON THE ADVICE OF THEIR OWN LEGAL
COUNSEL AS TO THE LEGAL AND TAX CONSEQUENCES OF THIS LEASE.





                                                                             25
<PAGE>   26
THE PARTIES HERETO HAVE EXECUTED THIS LEASE AT THE PLACE ON THE DATES SPECIFIED
IMMEDIATELY ADJACENT TO THEIR RESPECTIVE SIGNATURES.

Executed at
Cerritos, California      on               GARFIELD-PACIFIC DEVELOPMENT CO.
--------------------                                                       
August 29, 1984                            By /s/ J. H. Barr
--------------------                          --------------------
                                              J. H. Barr, Partner

Address  13921 Artesia Blvd.                By: /s/ D. L. Bendetti
         -------------------                  --------------------
         (P.O. Box 1119)                      D. L. Bendetti, Partner
         -------------------                                          
         Cerritos, CA  90701
         -------------------
                                           "Lessor" (Corporate Seal)


Executed at                                LOCKHART INDUSTRIES, INC.
           -----------------------                                  
on                                         By:                                 
  --------------------------------             ------------------------------
                                                                    President
Address                                    By:                              
       ---------------------------             ------------------------------
                                                                    Secretary
----------------------------------                                           

                                           "Lessee"  (Corporate Seal)





                                                                              26
<PAGE>   27
                                  ADDENDUM TO
                           STANDARD INDUSTRIAL LEASE

                             Dated: August 29, 1984
           By and Between: GARFIELD-PACIFIC DEVELOPMENT CO. (LESSOR),
                    AND: LOCKHART INDUSTRIES, INC. (LESSEE)


49.      RENT ESCALATIONS

                 (a)      On January 1, 1988 the monthly rent payable under
paragraph 4 of the attached Lease shall be adjusted by the increase, if any,
from the date this Lease commenced, in the Consumer Price Index of the Bureau
of Labor Statistics of the U.S. Department of Labor for Urban Wage Earners and
Clerical Workers, Los Angeles-Long Beach-Anaheim, California (1967=100), "All
Items", herein referred to as "C.P.I."

                 (b)      The monthly rent payable in accordance with paragraph
(a) of this Addendum shall be calculated as follows:  the rent payable for the
first month of the term of this Lease, as set forth in paragraph 4 of the
attached Lease, shall be multiplied by a fraction the numerator of which shall
be the C.P.I. of the calendar month during which the adjustment is to take
effect, and the denominator of which shall be the C.P.I. for the calendar month
in which the original Lease term commences.  The sum so calculated shall
constitute the new monthly rent hereunder, but in no event, shall such new
monthly rent be less than the rent payable for the month immediately preceding
the date for rent adjustment.

                 (c)      Pending receipt of the required C.P.I. and
determination of the actual adjustment, Lessee shall pay an estimated adjusted
rental, as reasonably determined by Lessor by reference to the then available
C.P.I.  information.  Upon notification of the actual adjustment after
publication of the required C.P.I., any overpayment shall be credited against
the next installment of rent due, and any underpayment shall be immediately due
and payable by Lessee.  Lessor's failure to request payment of an estimated or
actual rent adjustment shall not constitute a waiver of the right to any
adjustment provided for in the Lease or this addendum.

                 (d)      In the event the compilation and/or publication of
the C.P.I. 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
C.P.I.  shall be used to make such calculation.  In the event that 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 Arbitrators shall be paid
equally by Lessor and Lessee.


RENT ESCALATIONS
<PAGE>   28
                                  ADDENDUM TO
                           STANDARD INDUSTRIAL LEASE

                             Dated August 29, 1984
           By and Between GARFIELD-PACIFIC DEVELOPMENT CO. (LESSOR),
                     AND LOCKHART INDUSTRIES, INC. (LESSEE)


50.      LESSOR'S OPTION TO CANCEL
                 --ASSIGNMENT OR SUBLEASE BY LESSEE

                 (a)      In the event that Lessee or any sublessee or assignee
of Lessee (all hereinafter referred to as "Lessee"), shall intend to sublet all
or a portion of the Premises (which portion is more than 40% of the square
footage in the building on the Premises or more than 40%  of the entire
Premises and which sublease is for more than a one year term including options)
or assign its interest under this Lease, to one other than a "Lessee
Affiliate", as defined in paragraph 12.2, then Lessee shall give to Lessor
written notice of such intent, herein referred to as "Lessee's Notice of
Intent", in strict accordance with the procedures hereinafter set forth.

                 (b)      Lessee's Notice of Intent shall set forth the date,
herein referred to as the "Termination Date", upon which it is intended that a
proposed sublease or assignment would become effective.  The Termination Date
shall not be less than 90 days nor more than 120 days from the date that Lessor
receives Lessee's Notice of Intent.  Within 20 days after Lessor's receipt of
Lessee's Notice of Intent, Lessor may give written notice to Lessee that Lessor
elects to terminate this Lease effective as of the Termination Date.  If Lessor
shall so elect to terminate this Lease then neither Lessor nor Lessee shall be
liable to the other for any reason having to do with this Lease from and after
the Termination Date except for matters which shall have arisen prior to
termination and except for the obligations of Lessee that exist upon
termination.

                 (c)      In the event that Lessor does not exercise its right
to terminate this Lease and in the event that Lessee does not in fact execute a
final and binding sublease or assignment within 120 days after said Termination
Date, which Sublease or Assignment term commences within 160 days after said
Termination Date, then Lessee shall be obligated to give another Lessee's
Notice of Intent to Lessor before Lessee may assign or sublease and the terms
of this Addendum shall reapply.  The failure of Lessor to exercise its right to
terminate this Lease under this paragraph shall not be deemed a waiver or the
right to subsequently terminate this Lease in accordance with the terms hereof,
as it is intended that this option to cancel shall continue to exist during the
entire term of this Lease and any extension thereof.

                 (d)      In the event that Lessor, from time to time, declines
to exercise its option to cancel this Lease, that decision shall not be deemed
a waiver by  Lessor of Lessor's right to approve or disapprove of the
assignment or subletting by Lessee as the same is otherwise provided for in
paragraph 12.1 of this Lease.



LESSOR'S OPTION TO CANCEL
<PAGE>   29
 REFERENCE TO THAT CERTAIN STANDARD INDUSTRIAL LEASE DATED AUGUST 29, 1994, BY
    AND BETWEEN GARFIELD-PACIFIC DEVELOPMENT COMPANY (LESSOR) AND LOCKHART
                          INDUSTRIES, INC., (LESSEE)


USE.

         1.      USE.  Lessee shall use and occupy the Premises only for the
purpose set forth in Paragraph 6 of said Lease, or any other use which is
comparable thereto, and for no other purpose.  Lessee shall not use or permit
the use of the Premises in a manner that creates waste or a nuisance, or that
disturbs owners and/or occupants or, or causes damage to, neighboring premises
or properties.

         2.      HAZARDOUS SUBSTANCES.

                 (a)      Reportable Uses 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 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, by-products
or fractions thereof.  Lessee shall not engage in any activity in, on 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 Law (as defined in Paragraph 3. "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.  Reportable Use shall also include Lessee's being
responsible for the presence in, on or about the Premises of a Hazardous
Substance with respect to which any Applicable Law requires that a notice be
given to persons entering or occupying the Premises or neighboring properties.
Notwithstanding the foregoing, Lessee may, without Lessor's prior consent, but
in compliance with all Applicable Law, use any ordinary and customary materials
reasonably required to be used by Lessee in the normal course of Lessee's
business permitted on the Premises, so long as such use is not a Reportable Use
and does not expose the Premises or neighboring properties to any meaningful
risk 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 the use or presence of any Hazardous Substance, activity or storage
tank 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 therefrom or therefor, including, but not limited to,
the installation (and 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 on an additional Security
Deposit under Paragraph 5 of Lease.



Initial____

Initial____





                                       1
<PAGE>   30



                 (b)      Duty to Inform Lessor.  If Lessee knows, or has
reasonable cause to believe, that a Hazardous Substance, or a condition
involving or resulting from same, has come to be located in, on, under or about
the Premises, other than as previously consented to by Lessor, Lessee shall
immediately give written notice of such fact to Lessor.  Lessee shall also
immediately give Lessor a copy of any statement, report, notice, registration,
application, permit, business plan, license, claim, action or proceeding given
to, or received from, any governmental authority or private party, or persons
entering or occupying the Premises, concerning the presence, spill, release,
discharge of, or exposure to, any Hazardous Substance or contamination in, on,
or about the Premises, including but not limited to all such documents as may
be involved in any Reportable Uses involving the Premises.

                 (c)      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 loss of rents
and/or damages, liabilities, judgments, costs, claims, liens, expenses,
penalties, permits and attorney's and consultant's fees arising out of or
involving any Hazardous Substance or storage tank brought on to the Premises by
or for Lessee or under Lessee's control.  Lessee's obligations under this
paragraph shall include, but not be limited to, the effects of any
contamination or injury to person, property or the environment created or
suffered by Lessee, and the cost of investigation (including consultant's and
attorney's fees and testing), removal, remediation, restoration and/or
abatement thereof, or of any contamination 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 or storage tanks, unless specifically so agreed by Lessor in writing
at the time of such agreement.

         3.      LESSEE'S COMPLIANCE WITH LAW.  Except as otherwise provided in
this Lease, Lessee, shall, at Lessee's sole cost and expense, fully, diligently
and in a timely manner, comply with all "Applicable Law," which term is used in
this Lease to include all laws, rules, regulations, ordinances, directives,
covenants, easements and restrictions of record, permits, the requirements of
any applicable fire insurance underwriter or rating bureau, and the
recommendations of Lessor's engineers and/or consultants, relating in any
manner to the Premises (including but not limited to matters pertaining to (i)
industrial hygiene, (ii) environmental conditions on, in, under or about the
Premises, including soil and groundwater conditions, and (iii) the use,
generation, manufacture, production, installation, maintenance, removal,
transportation, storage, spill or release of any Hazardous Substance or storage
tank), now in effect or which may hereafter come into effect, and whether or
not reflecting a change in policy from any previously existing policy.  Lessee
shall, within five (5) days after receipt of Lessor's written request, provide
Lessor with copies of all documents and information, including, but not limited
to, permits, registrations, manifests, applications, reports and certificates
evidencing Lessee's compliance with any Applicable Law  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 Law.




Initial____

Initial____





                                       2
<PAGE>   31
         4.      INSPECTION; COMPLIANCE.  Lessor and Lessor's Lender(s) (as
defined in Paragraph 8.3)  (a) shall have the right to enter the Premises at
any time, in the case of any emergency, and otherwise at reasonable times, for
the purpose of inspection the condition of the Premises and for verifying
compliance by Lessee with this Lease and all Applicable Laws (as defined in
Paragraph 3), and to employ experts and/or consultants in connection therewith
and /or to advise Lessor with respect  to Lessee's activities, including but
not limited to the installation, operation, use, monitoring, maintenance, or
removal of any Hazardous Substance or storage tank on or from the Premises.
The costs and expenses of any such inspections shall be paid by the party
requesting same, unless a Default or Breach of this Lease, violation of
Applicable Law, or a contamination, caused or materially contributed to by
Lessee is found to exist or be imminent, or unless the inspection is requested
or ordered by a governmental authority as the result of any such existing or
imminent violation or contamination.  In any such case, Lessee shall upon
request reimburse Lessor or Lessor's Lender, as the case may be, for the costs
and expenses of such inspections.


                                                   AGREED AND ACCEPTED:

                                                   LOCKHART INDUSTRIES, INC.

                                                   Dated: February 8, 1991
                                                          ---------------------

                                                   By: /S/ Eldon H. Lockhart
                                                       ------------------------
                                                        Eldon H. Lockhart,
                                                        Chief Executive Officer

                                                   By: /S/ R. W. Buckland
                                                      -------------------------
                                                        R. W. Buckland,
                                                        President

                                                               (Corporate Seal)





                                       3
<PAGE>   32
                             D.L. Bendetti Company
                           Business Park Development

February 1, 1991


Lockhart Industries, Inc.
15555 Texaco Avenue
Paramount, CA  90723

Att:     R. W. Buckland, President

RE:      LETTER AGREEMENT-LEASE EXTENSION

         15707 TEXACO AVENUE
         PARAMOUNT, CALIFORNIA

Reference is hereby made to that certain Lease dated August  29, 1984 ("Lease")
by and between GARFIELD-PACIFIC DEVELOPMENT COMPANY ("Lessor"), and LOCKHART
INDUSTRIES, INC. ("Lessee") for the facility located at 15707 Texaco Avenue,
Paramount, California, scheduled to expire June 30, 1991.

1.       In accordance with Addendum paragraph 48 of said Lease, it is hereby
agreed between the parties that the Lease shall be extended for an additional
five (5) year period ("Extension"), beginning July 1, 1991 and ending June 30,
1996.  All terms, provisions and conditions of the original Lease shall remain
in full force and effect during the Extension period, except as follows:

         A.      Notwithstanding anything to the contrary as contained in
                 Addendum paragraph 48 of the Lease, the Extension shall be for
                 a five (5) year term.

         B.      The monthly rental rate for the period July 1, 1991 through
                 December 31, 1993 shall be $8,250.00.

         C.      The monthly rental rate for the period January 1, 1994 through
                 June 30, 1996, shall be determined as follows:

                    The sum of $8,250.00 shall be multiplied by a fraction, the
                    numerator of which shall be the 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
                    November 1993, and the denominator of which shall be the
                    CPI for the month of May 1991.  The sum so calculated shall
                    constitute the monthly rent for the ensuing period of
                    January 1, 1994 through June 30, 1996.
<PAGE>   33
R. W. Buckland
February 1, 1991
Page 2


2.       Provided that Lessee is not in default under any of the provisions of
the Lease and Extension, for valuable consideration, receipt of which is hereby
acknowledged, Lessor hereby grants to Lessee an irrevocable option to extend
the term of the Extension for one period of three (3) years ("Option").  This
Option shall commence July 1, 1996 and end June 30, 1999.  All terms,
provisions and conditions of the Lease shall apply during the Option period
except that during the Option the monthly rental rate to be paid by Lessee to
Lessor shall be determined as follows:

         A.      For the period July 1, 1996 through June 30, 1997 said monthly
                 rental rate shall be the then prevailing fair market rate for
                 comparable office and warehouse space in the Paramount
                 marketplace, as determined by mutual agreement between Lessor
                 and Lessee.  In the event of any disagreement between Lessor
                 and Lessee relative to the rental rate provisions of this
                 paragraph, the parties agree to submit the determination of an
                 applicable rental rate for the Option period to the American
                 Arbitration Board (or comparable arbitration association) for
                 resolution.  Lessor and Lessee shall each pay  1/2 the costs
                 related to the arbitration process.

         B.      For the period July 1, 1997 through June 30, 1998 the monthly
                 rent determined for the month of June 1997 shall be multiplied
                 by a fraction, the numerator of which shall be the CPI for the
                 month of April 1997, and the denominator of which shall be the
                 CPI for the month of April 1996.  The sum so calculated shall
                 constitute the new monthly rent for the period July 1, 1997
                 through June 30, 1998.

         C.      For the period July 1, 1998 through June 30, 1999, the monthly
                 rent determined for the month of June 1998 shall be multiplied
                 by a fraction, the numerator of which shall be the CPI for the
                 month of April 1998, and the denominator of which shall be the
                 CPI for the month of April 1997.  The sum so calculated shall
                 constitute the new monthly rent for the period July 1, 1998
                 through June 30, 1999.

         D.      In order to exercise the Option provision of this Letter
                 Agreement, Lessee must give notice in writing to Lessor to
                 that effect not later than six (6) months or earlier then nine
                 (9) months prior to the expiration of the Extension period.
<PAGE>   34
R. W. Buckland
February 1, 1991
Page 3


Please have those authorized corporate officers of Lockhart Industries, Inc.
which have been indicated below, sign one copy of this Letter Agreement, affix
the corporate seal and return same to our office.

Sincerely,

GARFIELD-PACIFIC DEVELOPMENT COMPANY


/S/ Robert D. Bendetti
------------------------------------
Robert D. Bendetti

RDB:mb

                                                   AGREED AND ACCEPTED:

                                                   LOCKHART INDUSTRIES, INC.

                                                   Dated:  Feb. 8, 1991
                                                          ---------------------

                                                   By /s/ Eldon H. Lockhart
                                                     --------------------------
                                                        Eldon H. Lockhart
                                                        Chief Executive Officer

                                                   By /s/ R.W. Buckland
                                                      -------------------------
                                                        R. W. Buckland
                                                        President

                                                                (corporate seal)
<PAGE>   35
                      LETTER  AGREEMENT - LEASE EXTENSION


Reference is hereby made to that certain Lease dated August 24, 1984, by and
between Garfield-Pacific Development Co.  (hereinafter "Lessor") and Lockhart
Industries, Inc. (hereinafter "Lessee") covering the Premises commonly known as
15707 Texaco Avenue, Paramount, California.  Whereas Lessee is desirous of
extending said Lease for a period of forty (40) months, and whereas Lessor is
agreeable to giving such extension.  Therefore, it is mutually agreed as
follows:

The aforementioned Lease is hereby extended for a period of forty (40) months
commencing on July 1, 1996 and expiring October 31, 1999.  All terms,
provisions, and conditions of the original Lease shall remain in full force and
effect throughout the Lease extension except that the monthly Rent shall be
determined as follows:

(a)      For the period of July 1, 1996 through February 28, 1998, the monthly
         Rent shall be $8,844.00.

(b)      For the period of March 1, 1998 through October 31, 1999 the monthly
         Rent shall be determined as follows:

                 The monthly Rent payable at the beginning of this extension
                 ($8,844.00) shall be multiplied by a fraction, the numerator
                 of which shall be the 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 (1969=100), "All Items",
                 for the month of January 1998 and the denominator of which
                 shall be the CPI for the month of May 1996.  The sum so
                 calculated shall constitute the monthly Rent for the ensuing
                 period, however, in no event shall the new monthly rent
                 established herein be less than a per-annum increase of three
                 percent (3%) over the rent payable at the commencement of this
                 extension (July 1996).



AGREED AND ACCEPTED:                 
                                     
GARFIELD-PACIFIC                        LOCKHART INDUSTRIES, INC.
DEVELOPMENT CO.                      
                                     
Date:  June 10, 1996                    Date:  June 6, 1996
                                     
                                     
By: /S/ Donald L. Bendetti              By: /S/ Eldon H. Lockhart
    ------------------------                ----------------------------
         Donald L. Bendetti,                     Eldon H. Lockhart
         General Partner                         Chief Executive Officer
                                     
By: /S/ John H. Barr                             (affix Corporate Seal)
    ------------------------                                                   
         John H. Barr,               
         General Partner