EXHIBIT 10.3

                   AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION
                                GUARANTY OF LEASE

         WHEREAS, Principal Life Insurance Company, an Iowa Corporation c/o
Principal Capital Management, LLC a Delaware Limited Liablity Company,
hereinafter "Lessor", and Atlantis Plastics Films, Inc., A Delaware Corporation
, hereinafter "Lessee", are about to execute a document entitled "Lease" dated
March 08, 2000 concerning the premises commonly known as 13170 Marlay Avenue,
Fontana, California wherein Lessor will lease the premises to Lessee, and

         WHEREAS, Atlantis Plastics, Inc. a Florida Corporation hereinafter
"Guarantors" have a financial interest in Lessee, and

         WHEREAS, Lessor would not execute the Lease if Guarantors did not
execute and deliver to Lessor this Guarantee of Lease.

         NOW THEREFORE, in consideration of the execution of the foregoing Lease
by Lessor and as a material inducement to Lessor to execute said Lease,
Guarantors hereby jointly, severally, unconditionally and irrevocably guarantee
the prompt payment by Lessee of all rents and all other sums payable by Lessee
under said Lease and the faithful and prompt performance by Lessee of each and
every one of the terms, conditions and covenants of said Lease to be kept and
performed by Lessee.

         It is specifically agreed that the terms of the foregoing Lease may be
modified by agreement between Lessor and Lessee, or by a course of conduct, and
said Lease may be assigned by Lessor or any assignee of Lessor without consent
or notice to Guarantors and that this Guaranty shall guarantee the performance
of said Lease as so modified.

         This Guaranty shall not be released, modified or affected by the
failure or delay on the part of Lessor to enforce any of the rights or remedies
of the Lessor under said Lease, whether pursuant to the terms thereof or at law
or in equity.

         No notice of default need be given to Guarantors, it being specifically
agreed that the guarantee of the undersigned is a continuing guarantee under
which Lessor may proceed immediately against Lessee and/or against Guarantors
following any breach or default by Lessee or for the enforcement of any rights
which Lessor may have as against Lessee under the terms of the Lease or at law
or in equity.

         Lessor shall have the right to proceed against Guarantors hereunder
following any breach or default by Lessee without first proceeding against
Lessee and without previous notice to or demand upon either Lessee or
Guarantors.

         Guarantors hereby waive (a) notice of acceptance of this Guaranty. (b)
demand of payment, presentation and protest, (c) all right to assert or plead
any statute of limitations relating to this Guaranty or the Lease, (d) any right
to require the Lessor to proceed against the Lessee or any other Guarantor or
any other person or entity liable to Lessor, (e) any right to require Lessor to
apply to any default any security deposit or other security it may hold under
the Lease, (f) any right to require Lessor to proceed under any other remedy
Lessor may have before proceeding against Guarantors, (g) any right of
subrogation.

         Guarantors do hereby subrogate all existing or future indebtedness of
Lessee to Guarantors to the obligations owed to Lessor under the Lease and this
Guaranty.

         If a Guarantor is married, such Guarantor expressly agrees that
recourse may be had against his or her separate property for all of the
obligations hereunder.

         The obligations of Lessee under the Lease to execute and deliver
estoppel statements and financial statements, as therein provided, shall be
deemed to also require the Guarantors hereunder to do and provide the same.

         The term "Lessor" refers to and means the Lessor named in the Lease and
also Lessor's successors and assigns. So long as Lessor's interest in the Lease,
the leased premises or the rents, issues and profits therefrom, are subject to
any mortgage or deed of trust or assignment for security, no acquisition by
Guarantors of the Lessor's interest shall affect the continuing obligation of
Guarantors under this Guaranty which shall nevertheless continue in full force
and effect for the benefit of the mortgagee, beneficiary, trustee or assignee
under such mortgage, deed of trust or assignment and their successors and
assigns.

         The term "Lessee" refers to and means the Lessee named in the Lease and
also Lessee's successors and assigns.

If an any time Guarantor notifies that it no longer owns and controls Tenant,
then the Guaranty shall be deemed modified to provide that Landlord shall
contemporaneously furnish a copy to Guarantor of all notices and demands
provided by Landlord to Tenant under the Lease. Upon termination of the Lease
following a default by Tenant, Guarantor shall be entitled to a new direct lease
for the remaining term upon all of the terms of the terminated Lease, provided
Guarantor cures all of the Tenant's monetary defaults, At such time as Guarantor
no longer owns and controls Tenant, Guarantor shall not be liable to the extent
that the Lease is thereafter modified if the modification increases the rent,
extends the term or otherwise increases the liabilities of Tenant, unless
Guarantor has approved such amendment in writing.

         In the event any action be brought by said Lessor against Guarantors
hereunder to enforce the obligation of Guarantors hereunder, the unsuccessful
party in such action shall pay to the prevailing party therein a reasonable
attorney's fee which shall be fixed by the court.

         By its execution hereof, Guarantor, and the individuals or entities
signing on behalf of Guarantor, represents and warrants that it and they are
duly authorized and empowered to execute this Guaranty, and by doing so,
Guarantor is bound thereby.

         If this Form 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, the real estate broker or its
agents or employees as to the legal sufficiency, legal effect, or tax
consequences of this Form or the transaction relating thereto.

                                   Page 1 of 2

(C)1996 - American Industrial Real Estate  Association          FORM GR-1-12/96E

                                     REVISED
<PAGE>


Executed at  ___________________   Atlantis Plastics, Inc. a Florida Corporation
On   ___________________________    ____________________________________________
Address ________________________    ____________________________________________
                                                   "GUARANTORS"

                                   Page 1 of 2

(C)1996 - American Industrial Real Estate  Association          FORM GR-1-12/96E

                                     REVISED