<PAGE>



                                  STANDARD SUBLEASE
                     American Industrial Real Estate Association

                                        [Logo]

1.  PARTIES. This Sublease, dated, for reference purposes only, June 11, 
1996, is made by and between Lee Pharmaceuticals, a California 
Corporation (herein called "Sublessor") and Maxsilk, 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 1470 Santa 
Anita Avenue, South El Monte, California  91733 and described as an 
approximately 8,400 square foot free-standing building; APN #8118-002-010

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-two and one-half 
(52-1/2) months commencing on July 16, 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 $3,276.00, in  advance, on the 16th day of each month of 
the term hereof. Sublessee shall pay Sublessor upon the execution hereof 
$3,276.00 as rent for August 16 - September 15, 1996. On July 16, 1998, the 
Base Monthly Rental Rate shall increase to Three Thousand Three Hundred Sixty 
Dollars ($3,360.00) and shall remain at such through the base lease term.

Rent for any period during the term hereof which is for less than one month 
shall be a prorata portion of 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 $3,276.00 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. If 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 Warehousing 
and distribution of silk flowers, office uses, 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, after 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 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: Base Tax Year is 1996-1997.

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 assigns and transfers to Master Lessor the
Sublessor's interest in this Sublease and all rentals and income arising
therefrom, subject however to terms of Paragraph 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 Sublessee 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.

    10.1  Upon execution hereof by all parties, Sublessor shall pay to CB 
Commercial Real Estate Services 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 $ per separate agreement for brokerage 
services rendered by Broker to Sublessor in this transaction.

    10.2  Sublessor agrees that if Sublessee exercises 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 paid 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 left here. If there are
additional provisions place the same here )

    a.   RENTAL ABATEMENT PERIOD: The period from July 16, 1996 - August
         15, 1996 and the period from July 16, 1999 - August 15, 1999
         shall be deemed rent free.

    b.   TENANT IMPROVEMENTS BY SUBLESSOR: Sublessor, at Sublessor's sole cost
         and expense, shall perform the following tenant improvements:

         (i)     Remove office area as further outlined in the attached Exhibit
                 "A";
         (ii)    Repaint and recarpet remaining office area;
         (iii)   Remove fence on north side of property;
         (iv)    Replace warehouse ceiling foil, as needed.
         (vi)    Paint western (front) side of building.
         (v)     Clean front entrance door frame.
         (vi)    Clean restrooms.
         (vii)   Sublessee shall be allowed to choose carpet and paint (for the
                 front of the building) color, subject to Sublessor's final
                 approval.

    c.   TENANT IMPROVEMENTS BY SUBLESSEE: Sublessor hereby grants Sublessee
         permission, at Sublessee's sole cost and expense, to install iron bars
         on the windows and an iron gate at the south driveway entrance.

    d.   ADDITIONAL AREAS: Sublessor shall allow Sublessee to use for container
         trucks, though not exclusively, the driveway adjacent to the northern
         end of the property during the initial term of the Sublease. In
         consideration for use of the driveway, Sublessee shall permit
         Sublessor to use Sublessee's driveway on the south end of the subject
         premises for approximately one (1) week during the Sublease term to
         relocate an approximately 2,000 square foot area from 1460 Santa Anita
         (property to the south). Sublessor will not impede Sublessee's truck
         traffic during this relocation.

    e.   PERSONAL GUARANTEE: The performance of the terms and conditions by
         Maxsilk, Inc. ("Sublessee") under this Sublease shall be personally
         guaranteed by Angie Fu.

    f.   SUBLEASE GOVERNS: In the event of any conflict between the printed
         provisions of the Master Lease and this Sublease, this Sublease shall
         govern, as it pertains to this Sublease.

    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
           ------------------------    ----------------------------------------
On                                     By /s/ RON LEE
  ---------------------------------      --------------------------------------
address  1434 Santa Anita Avenue       By  Ron Lee,  President
       ----------------------------      --------------------------------------
         South El Monte, CA  91733 
-----------------------------------         "Sublessor" (Corporate Seal)

Executed at                                Maxsilk  Inc.
           ------------------------    ----------------------------------------
on                                     By /s/ ANGIE FU
  ---------------------------------       -------------------------------------
address  1470 Santa Anita Avenue       By Angie Fu, President
       ----------------------------      --------------------------------------
         South El Monte, CA  91733 
-----------------------------------         "Sublessee" (Corporate Seal)

Executed at                                Art Weiss
           ------------------------    ----------------------------------------
on                                     By /s/ KERRY L. WEISS FOR ART WEISS
  ---------------------------------       -------------------------------------
address  10616 E. Rush Street               By Art Weiss, Principal
       ----------------------------      --------------------------------------
         South El Monte, CA  91733 
-----------------------------------         "Master Lessor" (Corporate Seal)

Executed at                                Angie Fu
           ------------------------    ----------------------------------------
on                                     By: /s/ ANGIE FU
           ------------------------       -------------------------------------
address  1470 Santa Anita Avenue            Angie Fu
           ------------------------    ----------------------------------------
         South El Monte, CA 91733  
-----------------------------------         "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)
         687-8777.


<PAGE>

GUARANTY OF LEASE                   [LOGO]

AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION

    WHEREAS, Lee Pharmaceuticals, a California Corporation ("Sublessor"), 
hereinafter referred to as "Lessor", and Maxsilk, Inc., a California 
Corporation, hereinafter referred to as "Lessee", are about to execute a 
document entitled "Lease" dated June 11, 1996 concerning the premises 
commonly known as 1470 Santa Anita Avenue, South, El Monte, California  91733 
wherein Lessor will lease the premises to Lessee, and
    WHEREAS, Angie Fu, a Married Woman 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 
effect 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.

    Lessor shall be interpreted as Sublessor and Lessee shall be interpreted as
Sublessee.

    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 TAX CONSEQUENCES OF THIS FORM OR THE     
    TRANSACTION RELATING THERETO.

Executed at                            /s/ ANGIE FU
           ------------------------    ----------------------------------------
on                                         Angie Fu
  ---------------------------------    ----------------------------------------
address  1470 Santa Anita Avenue
         --------------------------    ----------------------------------------
   South El Monte, California 91733         "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.


<PAGE>

AMENDMENT TO STANDARD SUBLEASE DATED JUNE 11, 1996 MADE BY AND BETWEEN LEE 
PHARMACEUTICALS ("SUBLESSOR"), MAXSILK, INC. ("SUBLESSEE") AND ART WEISS 
("MASTER LESSOR") FOR THE REAL PROPERTY LOCATED AT 1470 SANTA ANITA AVENUE, 
SOUTH EL MONTE, CALIFORNIA 91733

As it pertains to Item 12.d "Additional Areas" of the above-referenced Standard
Sublease, the following is expressly understood and hereby acknowledged by
Sublessee, Sublessor and Master Lessor.

The occurrence of one (1) or more of the following items shall render this
subject Paragraph 12.d ("Additional Areas") null and void. The items are as
follows:

(a) In the event of a breach of the lease contract on the property located at
    1500 Santa Anita Avenue, South El Monte, California 91733 between Lee
    Pharmaceuticals ("Lessee") and Art Weiss ("Lessor");

(b) In the event of a change in occupancy at 1500 Santa Anita Avenue, South El
    Monte, California 91733;

(c) In the event of a change in occupancy at 1467 Lidcombe Avenue, South El
    Monte, California 91733.

Should any one (1) of the aforementioned events occur, then upon receipt by Lee
Pharmaceuticals and Maxsilk, Inc. of written demand by Art Weiss ("Master
Lessor"), Lee Pharmaceuticals, at its sole cost and expense, shall re-install a
chain link fence along the existing property line of the subject property
(properties) in which a change of occupancy has occurred.

Agreed and accepted:

SUBLESSEE

MAXSILK, INC.

By: /s/ Angie Fu
   ---------------------------
    Angie Fu, President

Date:  7/9/96
     -------------------------

SUBLESSOR

LEE PHARMACEUTICALS

By: /s/ Ron Lee
   ---------------------------
    Ron Lee, President

Date:  7/9/96
     -------------------------

MASTER LESSOR

ART WEISS

By: /s/ Kerry L. Weiss for Art Weiss
   ---------------------------
    Art Weiss, Principal

Date:_________________________


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LETTER AGREEMENT DATED JULY 8, 1996 MADE BY AND BETWEEN LEE PHARMACEUTICALS
("SUBLESSOR") AND MAXSILK, INC. ("SUBLESSEE") REGARDING THE REAL PROPERTY
LOCATED AT 1470 SANTA ANITA AVENUE, SOUTH EL MONTE, CALIFORNIA 91733

As it pertains to the Standard Sublease dated June 11, 1996 made by and between
the above-referenced Sublessor and Sublessee, and regarding the premises located
at 1470 Santa Anita Avenue in South El Monte, California, Sublessor and
Sublessee hereby agree to the following additional terms and conditions:

1.  Sublessor, at Sublessor's sole cost and expense, shall remove approximately
    forty feet (40') of the eastern (rear) fence to allow for easier access to
    the dock-high loading door. No sliding gate will be installed. Sublessor
    has a current month-to-month arrangement with the adjacent Tenant occupying
    the property located at 1467 Lidcombe Avenue in South El Monte, California,
    regarding Sublessor's use of the rear "leased" area. Sublessee's proposed
    use of the rear "leased" area is entirely contingent upon Sublessor's
    continued month-to-month arrangement with the adjacent Tenant at 1467
    Lidcombe. Should either party terminate the subject month-to-month
    agreement, Sublessee's use of the rear "leased" area shall terminate.

This tenant improvement by Sublessor shall be in addition to those items listed
under Paragraph 12.b "Tenant Improvements by Sublessor" in the Standard Sublease
dated June 11, 1996.

Agreed and accepted:

SUBLESSEE                              SUBLESSOR

MAXSILK, INC.                          LEE PHARMACEUTICALS

BY: /s/ Angie Fu                       BY: /s/ RON LEE
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    ANGIE FU, PRESIDENT                     RON LEE, PRESIDENT

DATE:  7/9/96                          DATE:  7/9/96
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