<PAGE>

                                  STANDARD SUBLEASE
                     AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION

1. PARTIES. This Sublease, dated, for reference purposes only, November 22, 
1995 is made by and between Lee Pharmaceuticals, Inc., a California 
Corporation (herein called "Sublessor") and MC Finishing, Inc.,  a California 
Corporation (herein called "Sublessee").

2. PREMISES. Sublessor hereby subleases to Sublessee and Sublessee hereby 
subleases from Sublessor 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 1460 Santa 
Anita Avenue, South El Monte, CA  91733 and described as an approximately 
14,560 square foot free-standing concrete block building, on approximately 
 .70 acres of land.

Said real property, including the land and all improvements thereon, is 
hereinafter called the "Premises".

 3. TERM.

    3.1 TERM. The term of this Sublease shall be for Fifty-eight (58) months 
and sixteen (16) days commencing on January 15, 1996 and ending on November 
30, 2000 unless sooner terminated pursuant to any provision hereof.

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

4. RENT. Sublessee shall pay to Sublessor as rent for the Premises equal 
monthly payments of $4,770.90, in advance, on the 15th day of each month of 
the term hereof. Sublessee shall pay Sublessor upon the execution hereof 
$4,770.90 as rent for January 15, 1996 - February 14, 1996. Please refer to 
Paragraph 15 -Rental Increases.

Rent for any period during the term hereof which is for less than one month 
shall be a prorata portion at the monthly installment. Rent shall be payable 
in lawful money of the United States to Sublessor at the address stated 
herein or to such other persons or at such other places as Sublessor may 
designate in writing.

5. SECURITY DEPOSIT. Sublessee shall deposit with Sublessor upon execution 
hereof $4,770.90 as security for Sublessee's faithful performance of 
Sublessee's obligations hereunder. If Sublessee fails to pay rent or other 
charges due hereunder, or otherwise defaults with respect to any provision of 
this Sublease, Sublessor 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 at any other sum to which Sublessor may become obligated by reason at 
Sublessee's default, or to compensate Sublessor for any loss or damage which 
Sublessor may suffer thereby. It Sublessor so uses or applies all or any 
portion of said deposit, Sublessee shall within ten (10) days after written 
demand therefore deposit cash with Sublessor in an amount sufficient to 
restore said deposit to the full amount hereinabove stated and Sublessee's 
failure to do so shall be a material breach of this Sublease. Sublessor shall 
not be required to keep said deposit separate from its general accounts. If 
Sublessee performs all of Sublessee's obligations hereunder, said deposit, or 
so much thereof as has not theretofore been applied by Sublessor, shall be 
returned, without payment of interest or other increment for its use to 
Sublessee (or at Sublessor's option, to the last assignee, if any, of 
Sublessee's interest hereunder) at the expiration of the term hereof, and 
after Sublessee has vacated the Premises. No trust relationship is created 
herein between Sublessor and Sublessee with respect to said Security Deposit.

6. USE.

    6.1 USE. The Premises shall be used and occupied only for offices and 
warehousing and distribution of buffing wheels and abrasives and all legal 
uses related thereto and for no other purpose.

    6.2 COMPLIANCE WITH LAW.

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

    (b) Except as provided in paragraph 6.2(a). Sublessee shall, at 
Sublessee's expense, comply promptly with all applicable statutes, 
ordinances, rules, regulations, orders, restrictions of record, and 
requirements in effect during the term or any part of the term hereof 
regulating the use by Sublessee of the Premises. Sublessee shall not use or 
permit the use of the Premises in any manner that will tend to create waste 
or a nuisance or, it there shall be more than one tenant of the building 
containing the Premises, which shall tend to disturb such other tenants.

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

7. MASTER LEASE

    7.1 Sublessor is the lessee of the Premises by virtue of a lease, 
hereinafter referred to as the "Master Lease", a copy at which is attached 
hereto marked Exhibit 1, dated April 16, 1990 wherein Art Weiss, Inc., a 
California Corporation is the lessor, hereinafter referred to as the "Master 
Lessor"

    7.2 This Sublease is and shall be at all times subject and subordinate to 
the Master Lease.

    7.3 The terms, conditions and respective obligations of Sublessor and 
Sublessee to each other under this Sublease shall be the terms and conditions 
of the Master Lease except for those provisions of the Master Lease which are 
directly contradicted by this Sublease in which event the terms of this 
Sublease document shall control over the Master Lease. Therefore, for the 
purposes of this Sublease, wherever in the Master Lease the word "Lessor" is 
used it shall be deemed to mean the Sublessor herein and wherever in the 
Master Lease the word "Lessee" is used it shall be deemed to mean the 
Sublessee herein.

    7.4 During the term of this Sublease and for all periods subsequent for 
obligations which have arisen prior to the termination of this Sublease. 
Sublessee does hereby expressly assume and agree to perform and comply with, 
for the benefit of Sublessor and Master Lessor, each and every obligation of 
Sublessor under the Master Lease EXCEPT for the following paragraphs which 
are excluded therefrom: N/A

American Industrial Real Estate Association 1978

<PAGE>

    7.5 The obligations that Sublessee has assumed under paragraph 7.4 hereof 
are hereinafter referred to as the "Sublessee's Assumed Obligations". The 
obligations that Sublessee has NOT assumed under paragraph 7.4 hereof are 
hereinafter referred to as the "Sublessor's Remaining Obligations".

    7.6 Sublessee shall hold Sublessor free and harmless of and from all 
liability, judgements, costs, damages, claims or demands, including 
reasonable attorneys fees, arising out of Sublessee's failure to comply with 
or perform Sublessee's Assumed Obligations.

    7.7 Sublessor agrees to maintain the Master Lease during the entire term 
of this Sublease, subject, however, to any earlier termination of the Master 
Lease without the fault of the Sublessor, and to comply with or perform 
Sublessor's Remaining Obligations and to hold Sublessee free and harmless of 
and from all liability, judgments, costs, damages, claims or demands arising 
out of Sublessor's failure to comply with or perform Sublessor's Remaining 
Obligations.

    7.8 Sublessor represents to Sublessee that the Master Lease is in full 
force and effect and that no default exists on the part of any party to the 
Master Lease.

8. ASSIGNMENT OF SUBLEASE AND DEFAULT.

    8.1 Sublessor hereby assigned and transfers to Master Lessor the 
Sublessor's interest in this Sublease and all rentals and income arising 
therefrom, subject however to terms of Parapraph 8.2 hereof.

    8.2 Master Lessor, by executing this document, agrees that until a 
default shall occur in the performance of Sublessor's Obligations under the 
Master Lease, that Sublessor may receive, collect and enjoy the rents 
accruing under this Sublease. However, if Sublessor shall default in the 
performance of its obligations to Master Lessor then Master Lessor may, at 
its option, receive and collect, directly from Sublessee, all rent owing and 
to be owed under this Sublease. Master Lessor shall not, by reason of this 
assignment of the Sublease nor by reason of the collection of the rents from 
the Sublessee, be deemed liable to Sublessee for any failure of the Sublessor 
to perform and comply with Sublessor's Remaining Obligations.

    8.3 Sublessor hereby irrevocably authorizes and directs Sublessee, upon 
receipt of any written notice from the Master Lessor stating that a default 
exists in the performance of Sublessor's obligations under the Master Lease, 
to Pay to Master Lessor the rents due and to become due under the Sublease. 
Sublessor agrees that Sublessee shall have the right to rely upon any such 
statement and request from Master Lessor, and that Sublessee shall pay such 
rents to Master Lessor without any obligation or right to inquire as to 
whether such default exists and notwithstanding any notice from or claim from 
Sublessor to the contrary and Sublessor shall have no right or claim against 
Sublessee for any such rents so paid by Sublessee.

    8.4 No changes or modifications shall be made to this Sublease without 
the consent of Master Lessor.

9. CONSENT OF MASTER LESSOR.

    9.1 In the event that the Master Lease requires that Sublessor obtain the 
consent of Master Lessor to any subletting by Sublessor then, this Sublease 
shall not be effective unless, within 10 days of the date hereof, Master 
Lessor signs this Sublease thereby giving its consent to this Subletting.

    9.2 In the event that the obligations of the Sublessor under the Master 
Lease have been guaranteed by third parties then this Sublease, nor the 
Master Lessor's consent, shall not be effective unless, within 10 days of the 
date hereof, said guarantors sign this Sublease thereby giving guarantors 
consent to this Sublease and the terms thereof.

    9.3 In the event that Master Lessor does give such consent then:

         (a) Such consent will not release Sublessor of its obligations or 
alter the primary liability of Sublessor to pay the rent and perform and 
comply with all of the obligations of Sublessor to be performed under the 
Master Lease.

         (b) The acceptance of rent by Master Lessor from Sublessee or any 
one else liable under the Master Lease shall not be deemed a waiver by Master 
Lessor of any provisions of the Master Lease.

         (c) The consent to this Sublease shall not constitute a consent to 
any subsequent subletting or assignment.

         (d) In the event of any default of Sublessor under the Master Lease.
Master Lessor may proceed directly against Sublessor, any guarantors or any one
else liable under the Master Lease or this Sublease without first exhausting
Master Lessor's remedies against any other person or entity liable thereon to
Master Lessor.

         (e) Master Lessor may consent to subsequent sublettings and
assignments of the Master Lease or this Sublease or any amendments or
modifications thereto without notifying Sublessor nor any one else liable under
the Master Lease and without obtaining their consent and such action shall not
relieve such persons from liability.

         (f) In the event that Sublessor shall default in its obligations under
the Master Lease, then Master Lessor, at its option and without being obligated
to do so, may require Sublesee to attorn to Master Lessor in which event Master
Lessor shall undertake the obligations of Sublessor under this Sublease from the
time of the exercise of said option to termination of this Sublease but Master
Lessor shall not be liable for any prepaid rents nor any security deposit paid
by Sublessee, nor shall Master Lessor be liable for any other defaults of the
Sublessor under the Sublease. 

    9.4 The signatures of the Master Lessor and any Guarantors of Sublessor 
at the end of this document shall constitute their consent to the terms of 
this Sublease.

    9.5 Master Lessor acknowledges that, to the best of Master Lessor's
knowledge, no default presently exists under the Master Lease of obligations to
be performed by Sublessor and that the Master Lease is in full force and effect.

    9.6 In the event that Sublessor defaults under its obligations to be
performed under the Master Lease by Sublessor, Master Lessor agrees to deliver
to Sublessee a copy of any such notice of default. Sublessee shall have the
right to cure any default of Sublessor described in any notice of default within
ten days after service of such notice of default on Sublessee. If such default
is cured by Sublessee then Sublessee shall have the right of reimbursement and
offset from and against Sublessor.

10. BROKERS FEE.

    1O.1 Upon execution hereof by all parties, Sublessor shall pay to CB 
Commercial Real Estate Group, Inc., a licensed real estate broker, (herein 
called "Broker"), a fee as set forth in a separate agreement between 
Sublessor and Broker, or in the event there is no separate agreement between 
Sublessor and Broker, the sum of $10,350.60, for brokerage services rendered 
by Broker to Sublessor in this transaction.

    10.2 Sublessor agrees that if Sublessee execises any option or right of
first refusal granted by Sublessor herein, or any option or right substantially
similar thereto, either to extend the term of this Sublease, to renew this
Sublease, to purchase the Premises, or to lease or purchase adjacent property
which Sublessor may own or in which Sublessor has an interest, or if Broker is
the procuring cause of any lease, sublease, or sale pertaining to the Premises
or any adjacent property which Sublessor may own or in which Sublessor has an
interest, then as to any of said transactions Sublessor shall pay to Broker a
fee, in cash, in accordance with the schedule of Broker in effect at the time of
the execution of this Sublease. Notwithstanding the foregoing, Sublessor's
obligation under this Paragraph 10.2 is limited to a transaction in which
Sublessor is acting as a sublessor, lessor or seller.

    10.3 Master Lessor agrees, by its consent to this Sublease, that if 
Sublessee shall exercise any option or right of first refusal granted to 
Sublessee by Master Lessor in connection with this Sublease, or any option or 
right substantially similar thereto, either to extend the Master Lease, to 
renew the Master Lease, to purchase the Premises or any part thereof, or to 
lease or purchase adjacent property which Master Lessor may own or in which 
Master Lessor has an interest, or if Broker is the procuring cause of any 
other lease or sale entered into between Sublessee and Master Lessor 
pertaining to the Premises. any part thereof, or any adjacent property which 
Master Lessor owns or in which it has an interest, then as to any of said 
transactions Master Lessor shall pay to Broker a fee, in cash, in accordance 
with the schedule of Broker in effect at the time of its consent to this 
Sublease.

    10.4 Any fee due from Sublessor or Master Lessor hereunder shall be due 
and payable upon the exercise of any option to extend or renew, as to any 
extension or renewal; upon the execution of any new lease, as to a new lease 
transaction or the exercise of a right of first refusal to lease; or at the 
close of escrow, as to the exercise of any option to purchase or other sale 
transaction.

    10.5 Any transferee at Sublessor's interest in this Sublease, or of 
Master Lessor's interest in the Master Lease, by accepting an assignment 
thereof, shall be deemed to have assumed the respective obligations of 
Sublessor or Master Lessor under this Paragraph 10. Broker shall be deemed to 
be a third-party beneficiary of this paragraph 10.

11. ATTORNEY'S FEES. If any party or the Broker named herein brings an action 
to enforce the terms hereof or to declare rights hereunder, the prevailing 
party in any such action, on trial and appeal, shall be entitled to his 
reasonable attorney's fees to be pad by the losing party as fixed by the 
Court. The provision of this paragraph shall inure to the benefit of the 
Broker named herein who seeks to enforce a right hereunder.

<PAGE>


12. Additional Provisions. [If there are no additional provisions draw a line
from this point to the next printed word after the space let here. If there are
additional provisions place the same here.)

    Please see attached Addendum.






    If this Sublease has been filled in it has been prepared for submission to
    your attorney for his approval. No representation or recommendation is made
    by the real estate broker or its agents or employees as to the legal
    sufficiency, legal effect, or tax consequences of this Sublease or the
    transaction relating thereto.

Executed at                                Lee Pharmaceuticals  Inc.
           -----------------------      ---------------------------------------

on  12/10/95                               By /s/Ronald G. Lee
   -------------------------------         ------------------------------------

address   1434 Santa Anita Avenue      By
        --------------------------         ------------------------------------

    South El Monte, CA  91733               "Sublessor" (Corporate Seal)
----------------------------------

Executed at                                      MC Finishing, Inc.
            ----------------------      ----------------------------------------

on                                     By
   -------------------------------         -------------------------------------

address   14601 Arminita Street        By
        --------------------------         -------------------------------------
         Van Nuys, CA  91402                Sublessee" (Corporate Seal)
----------------------------------

Executed at                                      Art Weiss, Inc.
            ----------------------      ----------------------------------------

on              12/13/95               By  /s/ Art Weiss
   -------------------------------         -------------------------------------

address    10616 E. Rush Street        By
        --------------------------         -------------------------------------

    South El Monte, CA  91733               "Master Lessor"   (Corporate Seal)
-----------------------------------     --------------------

Executed at                                           David Buegen
            -----------------------     ----------------------------------------

on                                                 /s/David Buegen
   --------------------------------     ----------------------------------------
address  14601 Arminita Street
-----------------------------------     ----------------------------------------
         Van Nuys, CA  91402                     "Guarantors"
-----------------------------------

NOTE:  These forms are often modified to meet changing requirements of law and
       needs of the industry. Always write or call to make sure you are
       utilizing the most current form: AMERICAN INDUSTRIAL REAL ESTATE
       ASSOCIATION. 345 So. Figueroa St., M-1, Los Angeles, CA 90071. (213)
       656-6772.

<PAGE>

ADDENDUM TO STANDARD SUBLEASE DATED NOVEMBER 22, 1995 BY AND BETWEEN LEE
PHARMACEUTICALS ("SUBLESSOR"), MC FINISHING, INC. ("SUBLESSEE") AND ART WEISS
("MASTER LESSOR") REGARDING THE REAL PROPERTY LOCATED AT 1460 SANTA ANITA
AVENUE, SOUTH EL MONTE, CALIFORNIA 91733

-------------------------------------------------------------------------------

13.    OPTION TO EXPAND

       Lessee, prior to June 14, 1998, at Lessee's sole option, may elect to
       lease the additional 2,005 square foot area, which will remain occupied
       by Lee Pharmaceuticals, by providing Lee Pharmaceuticals with a minimum
       of ninety (90) days prior written notice. Lessee may only elect to
       expand into the entire 2,005 square foot additional area and may not, in
       any way, elect to expand only into a portion thereof. Should Lessee
       elect to exercise its right to expand under this Paragraph 13, the new
       square footage shall be deemed to be 14,560 square feet and the monthly
       rental rate shall be altered accordingly.

       Should Lessee not choose to exercise its right hereunder, Lessee's
       square footage will automatically increase to 14,560 square feet on June
       15, 1998 and its rent will be adjusted accordingly.

14.    CONDITION OF PREMISES

       The premises shall be delivered in broom-swept usable condition on or
       before the lease commencement date, unless otherwise agreed to in
       writing.

15.    RENTAL INCREASE

       On June 15, 1998 the rental rate shall increase to $5,824.00.

16.    LATE PAYMENT:

       Sublessee hereby acknowledges that late payment by Sublessee to
       Sublessor of Base Rent or other sums due hereunder will cause Sublessor
       to incur costs not contemplated by this Sublease. Accordingly, if any
       installment of Base Rent or any other sum due from Sublessee is not
       received by Sublessor or Sublessor's designee within ten (10) days after
       such amount is due, then, without any requirement for notice to
       Sublessee, Sublessee shall pay to Sublessor a late charge equal to ten
       percent (10%) of such overdue amount. The parties hereby agree that such
       late charge represents a fair and reasonable estimate of the costs
       Sublessor will incur by reason of late payment by Sublessee. Acceptance
       of such late charge by Sublessor shall in no event constitute a waiver
       of Sublessee's default with respect to such overdue amount, nor prevent
       Sublessor from exercising any of the other rights and remedies granted
       hereunder.

17.    PERSONAL GUARANTY OF LEASE:

       Performance of the terms and conditions under this Sublease by MC
       Finishing, Inc. shall be personally guaranteed by David Buegen. Please
       refer to the attached Guaranty of Lease.

18.    AGENCY DISCLOSURE:

       Sublessor and Sublessee each warrant that they have dealt with only CB
       Commercial Real Estate Group, Inc., in connection with this transaction.
       Sublessor and Sublessee hereby confirm that they were timely advised of
       the dual representation and that they consent to the same, and that they
       do not expect said Broker to disclose to either of them the confidential
       information of the other party.

19.    SUBLEASE GOVERNS:

       In the event of any conflict between the printed provisions of the
       Master Lease and this Sublease, including this Addendum, this Sublease,
       including this Addendum, shall govern, as it pertains to this Sublease.

<PAGE>

                                  [Floor Plan]

<PAGE>

20.    ADDENDUM GOVERNS:

       In the event of any conflict between the printed provisions of the
       Sublease and this Addendum, this Addendum shall govern.

21.    ELECTRICITY:

       Lee Pharmaceuticals shall pay on a monthly basis, its proportionate
       share of the electrical bill, estimated at $70.00 per month, and to be
       verified at a later date.

SUBLESSEE                              SUBLESSOR

MC Finishing, Inc.                Lee Pharmaceuticals, Inc.

By: David Buegen                   By: Ronald G. Lee
   --------------------------          --------------------------
Date: 12-6-95                      Date: 12-8-95
     ------------------------           -------------------------


MASTER LESSOR'S CONSENT

Art Weiss, Inc.

By: Art Weiss
   --------------------------
Date: 12/13/95
     ------------------------


<PAGE>

GUARANTY OF LEASE

AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION

       Whereas Lee Pharmaceuticals, Inc. ("Sublessor"), hereinafter referred to
as "Lessor", and MC Finishing, Inc. ("Sublessee"), hereinafter referred to
as "Lessee", are about to execute a document entitled "Lease" dated November 22,
1995 concerning the premises commonly known as 1460 Santa Anita Avenue, South El
Monte, CA  91733 wherein Lessor will lease the premises to Lessee, and

       WHEREAS, David Buegen hereinafter referred to as "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, for and 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 rentals 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 and understood that the terms of the 
foregoing Lease may be altered, affected, modified or changed 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 thereupon and thereafter guarantee 
the performance of said Lease as so changed, modified, altered or assigned

       This Guaranty shall not be released, modified or affected by 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 and understood that the guarantee of the undersigned is a 
continuing guarantee under which Lessor may proceed forthwith and immediately 
against Lessee or against Guarantors following any breach or default by 
Lessee or for the enforcement of any rights which Lessor may have as against 
Lessee pursuant to or under the terms of the within 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 as to or relating to this Guaranty and 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.

       Any married woman who signs this Guaranty expressly agrees that 
recourse may be had against her separate property for all of her 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 
relative to Guarantors.

       The term "Lessor" whenever hereinabove used refers to and means the 
Lessor in the foregoing Lease specifically named and also any assignee of 
said Lessor, whether by outright assignment or by assignment for security, 
and also any successor to the interest of said Lessor or of any assignee in 
such Lease or any part thereof, whether by assignment or otherwise So long as 
the Lessor's interest in or to the leased premises or the rents, issues and 
profits therefrom, or in, to or under said Lease, are subject to any mortgage 
or deed of trust or assignment for security, no acquisition by Guarantors of 
the Lessor's interest in the leased premises or under said Lease 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, of any purchase at sale by judicial foreclosure or under 
private power of sale, and of the successors and assigns of any such 
mortgagee, beneficiary, trustee, assignee or purchaser.

       The term "Lessee" whenever hereinabove used refers to and means the 
Lessee in the foregoing Lease specifically named and also any assignee or 
sublessee of said Lease and also any successor to the interests of said 
Lessee, assignee or sublessee of such Lease or any part thereof, whether by 
assignment. sublease or otherwise.

       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.

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

Executed at                                           David Buegen
            --------------------------     -------------------------------------

on          12-10-95                               /s/David Buegen
  ------------------------------------     -------------------------------------

address    14601 Arminita Street
        ------------------------------     -------------------------------------

            Van Nuys, CA  91402                  "GUARANTORS"
--------------------------------------

-  1977-American Industrial Real Estate Association.
All rights reserved. No part of these works may be reproduced in any form
without permission in writing.

NOTE:  These forms are often modified to meet changing requirements of law and
       needs of the industry. Always write or call to make sure you are
       utilizing the most current form: AMERICAN INDUSTRIAL, REAL ESTATE
       ASSOCIATION, 345 So. Figueroa St., M-1, Los Angeles, CA 90071.
       (213)687-8777.