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EXHIBIT 10.89

                                   ADDENDUM TO
                         STANDARD INDUSTRIAL/COMMERCIAL
                             SINGLE-TENANT LEASE-NET

         This ADDENDUM TO STANDARD INDUSTRIAL/COMMERCIAL SINGLE-TENANT LEASE-NET
(the "ADDENDUM") is made and entered into by and between VERNON ASSOCIATES, LLC,
a California limited liability company ("LESSOR") and OVERHILL FARMS, INC., a
Nevada corporation ("LESSEE"), as of the day and year set forth above. To the
extent there are any inconsistencies between this Addendum and the terms and
provisions of the Lease to which this Addendum is attached, the terms and
provisions of this Addendum shall control.

         1. BASE RENT ESCALATIONS. The Base Rent payable commencing on the
Commencement Date shall be calculated as follows:

         The product of $63,300.30 multiplied by a fraction, the numerator of
which shall be the "C.P.I.," as that term is defined in Paragraph 2 below, for
the calendar month of January, 2004 and the denominator of which shall be the
C.P.I. for the calendar month which is July, 2001. The sum so calculated shall
constitute the initial monthly Base Rent hereunder, but, in no event, shall such
amount be less than $63,300.30. In the event the compilation, format, components
and/or publication of the C.P.I. shall be transferred to any other governmental
department or bureau or agency, shall be changed 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, notwithstanding one party failing to appear after due notice of the
proceeding. The cost of said Arbitrators shall be paid equally by Lessor and
Lessee.

         2. BASE RENT ADJUSTMENTS.

                  2.1 Commencing on October 1, 2005, and again on April 1, 2008
(each such date shall hereinafter be referred to as a "Rent Increase Date"), the
monthly Base Rent payable under this Lease shall be adjusted by the increase, if
any, from the "Base Month," as such term is specified below, in the Consumer
Price Index of the Bureau of labor Statistics of the Department of Labor for All
Urban Consumers (1982-1984=100), "All Items," for Los Angeles-Riverside-Orange
County (herein referred to as "C.P.I.").

                  2.2 The monthly Base Rent payable as of each Rent Increase
Date pursuant to this Lease shall be calculated as follows: $63,300.30 shall be
multiplied by a fraction, the numerator of which shall be the C.P.I. for the
calendar month of July, 2005 (for the October 1, 2005 Rent Increase Date) and
January, 2008 (for the April 1, 2008 Rent Increase Date) and the denominator of
which shall be the C.P.I. for the calendar month which is July, 2001 ("Base
Month"). The sum so calculated shall constitute the new monthly Base Rent
hereunder, but, in no event, shall such new monthly Base Rent be less than the
Base Rent payable for the month immediately preceding the rent adjustment.


<PAGE>

                  2.3 In the event the compilation, format, components and/or
publication of the C.P.I. shall be transferred to any other governmental
department or bureau or agency, shall be changed 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, notwithstanding one party failing to appear after due notice of the
proceeding. The cost of said Arbitrators shall be paid equally by Lessor and
Lessee.

                  2.4 Lessee shall continue to pay the Base Rent at the rate
previously in effect until the increase, if any, is determined. Within five (5)
days following the date on which the increase is determined, Lessee shall make
such payment to Lessor as will bring the increased Base Rent current, commencing
with the effective date of such increase through the date of any Base Rent
installments then due. Thereafter, the Base Rent shall be paid at the increased
rate.

3. OPTION TERM.

         3.1 OPTION RIGHT. Lessee shall have one (1) option to extend the
Original Term for a period of five (5) years (the "Option Term"). The option
contained in this Paragraph 2 may be exercised by Lessee, if at all, by
delivering written notice thereof to Lessor, on or before the date occurring
twelve (12) months prior to the expiration of the Original Term. Upon the proper
exercise of such option to extend, the Original Term shall be extended for a
period of five (5) years upon the terms and conditions of this Lease, except
that the Base Rent during the Option Term shall be determined pursuant to
PARAGRAPH 3.2, below. Notwithstanding anything to the contrary contained in
PARAGRAPH 3.2, below, in no event shall the Base Rent payable during the Option
Term be less than the Base Rent payable during the last month of the Original
Term.

         3.2 OPTION RENT. The rent payable by Lessee during the Option Term (the
"Option Rent") shall be equal to one hundred percent (100%) of the "face" or
"stated" rental rate (i.e., the Base Rent) (including C.P.I. escalations thereto
pursuant to Paragraph 2 of the Addendum), at which tenants, as of the
commencement of the Option Term, are leasing non-sublease, non-encumbered,
non-equity, non-expansion and nonrenewal space comparable in size location and
quality to the Premises for a term of five (5) years, which comparable space is
located in comparable buildings in the general vicinity of the Building as
determined by the arbitrators (the "Comparable Building"). Lessor and Lessee
shall attempt to agree upon the Option Rent, using their best good faith
efforts. If Lessor and Lessee fail to reach agreement within thirty (30) days
following Lessee's exercise of the option to extend (the "Outside Agreement
Date"), then each party shall make a separate determination of the Option Rent
within five (5) days thereafter. Such determinations shall be placed into sealed
envelopes together with an explanation of the reasons why such determinations
were made and submitted to arbitration in accordance with Paragraph 3.2(A)
through 3.2(G) below within such five-day period. Failure to Lessee or Lessor to
make a determination of the Option Rent within the five-day period shall
conclusively be deemed to be the non-determining party's approval of the Option
Rent submitted within the five-day period by the other party.

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                           (A) Lessor and Lessee shall each appoint one
arbitrator who shall by profession be a certified real estate appraiser or real
estate broker who shall have been active over the five (5) year period ending on
the date of such appointment in the negotiation of leases for, or appraisal of,
commercial industrial/office properties in the general vicinity of the Building
as determined by the arbitrators. The determination of the arbitrators shall be
limited solely to the issue of whether Lessor's or Lessee's submitted Option
Rent is closer to the actual Option Rent, as determined by the arbitrators,
taking into account only the requirements of Paragraph 3 of this Addendum. Each
such arbitrator shall be appointed within thirty (30) days after the applicable
Outside Agreement Date.

                           (B) The two (2) arbitrators so appointed shall within
ten (10) days of the date of the appointment of the last appointed arbitrator
agree upon and appoint a third arbitrator who shall be qualified under the same
criteria set forth hereinabove for qualification of the initial two arbitrators.

                           (C) The three arbitrators shall within thirty (30)
days of the appointment of the third arbitrator reach a decision as to whether
the parties shall use Lessor's or Lessee's submitted Option Rent and shall
notify Lessor and Lessee thereof.

                           (D) The decision of the majority of the three (3)
arbitrators shall be binding upon Lessor and Lessee.

                           (E) If either Lessor or Lessee fails to appoint an
arbitrator within thirty (30) days after the applicable Outside Agreement Date,
the arbitrator appointed by one of them shall reach a decision, notify Lessor
and Lessee thereof, and such arbitrator's decision shall be binding upon Lessor
and Lessee.

                           (F) If the two (2) arbitrators fail to agree upon and
appoint a third arbitrator within the time period provided in Paragraph 3.2(B),
above, then the parties shall mutually select the third arbitrator. If Lessor
and Lessee are unable to agree upon the third arbitrator within ten (10) days,
then either party may, upon at least five (5) days prior written notice to the
other party, request the presiding Judge of the Los Angeles County Superior
Court, acting in his private and no judicial capacity, to appoint the third
arbitrator. Following the appointment of the third arbitrator, the panel of
arbitrators shall, within thirty (30) days thereafter, reach a decision as to
whether Lessor's or Lessee's submitted Option Rent shall be used and shall
notify Lessor and Lessee thereof.

                           (G) The cost of the arbitrators and the arbitration
proceeding shall be paid by Lessor and Lessee equally.

                  3.3 CITY OF VERNON CONTINGENCY. Lessor and Lessee acknowledge
that the Premises is subject to an existing ordinance from the City of Vernon
("City") which would exclude warehousing as a future permitted use for the
Premises if the Premises were not being used for warehousing purposes as of
January 1, 2014. Lessor and Lessee further acknowledge and agree that the
Premises were specifically constructed for warehousing purposes. Therefore,
notwithstanding anything to the contrary contained in this Lease, even if Lessee
has exercised its right to extend this Lease for the Option Term, this Lease
shall terminate and expire on March 31, 2013, unless Lessee has delivered
assurances from the City to Lessor, which must be satisfactory to Lessor in
Lessor's sole discretion, that the City will allow Lessor to revert the Premises
back to warehouse use upon Lessee's vacation of the Premises, whenever
occurring. Lessor and Lessee agree to use commercially reasonable good faith
efforts to satisfy this contingency and obtain such assurances from the City.

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         4. BACK-UP GENERATOR. Lessee shall have the right to install, at
locations reasonably approved by Lessor, (i) a generator to supply back-up
electric power to the Premises in the event of a curtailment or interruption in
the supply of normal electrical power to the premises, and (ii) an underground
storage tank to supply fuel to the generator, which tank shall be enclosed in a
concrete vault. Lessee's rights under this Section shall be subject to the
following terms and provisions: (a) Lessor shall have the right to reasonably
approve the size, exact location, manner of installation and other
specifications of the generator and underground storage tank and vault; (b) the
exercise of Lessee's rights under this Section shall be subject to Lessee's
compliance with all laws and acquisition of all approvals and permits required
from applicable governmental authorities, (c) the installation, maintenance,
monitoring and removal of the generator and underground storage tank and vault
shall be at Lessee's sole cost and expense; (d) Lessee shall comply with all
laws pertaining to the operation, maintenance and monitoring of underground
storage tanks, along with any additional requirements imposed by Lessor in
connection therewith, and shall provide Lessor with evidence of such compliance
in such form and at such times as Lessor requires; (e) Lessee shall maintain and
repair the generator and underground storage tank and vault in a first-class,
safe condition, and shall be responsible for all reporting, monitoring, clean-up
and remediation activities and costs pertaining to the storage tank and
materials stored therein or released therefrom; (f) Lessee shall, unless Lessor
directs otherwise at least three (3) months prior to the Expiration Date, remove
the generator and underground storage tank and vault at the expiration or
earlier termination of the Lease Term (and obtain a closure certificate from
applicable governmental authorities in connection with such removal), and
restore any damage to the Premises incurred in connection with such removal,
including installing such landscaping or hardscape in the location of the
underground storage tank and vault as requested by Lessor; (g) Lessee shall
furnish Lessor with copies of all approvals, permits, notices and communications
received from governmental authorities concerning the underground storage tank;
and (h) Lessee's indemnity and defense obligations set forth in this Lease shall
expressly pertain to the installation, use, operation, maintenance and repair of
the generator and underground storage tank and vault, and any occurrence or
condition related thereto.

         5. LESSOR RENOVATIONS. It is specifically understood and agreed that
Lessor has made no representation or warranty to Lessee and has no obligation to
alter, remodel, improve, renovate, repair or decorate the Premises or any part
thereof and that no representations respecting the condition of the Premises
have been made by Lessor to Lessee. However, Lessee acknowledges that Lessor may
during the Term renovate, improve, alter, or modify (collectively, the
"RENOVATIONS") the Building, including without limitation, the parking areas,
systems and equipment, roof, and structural portions of the same, which
Renovations may include, without limitation, performing construction and similar
activities in the Premises, and in connection with any Renovations, Lessor may,
among other things, erect scaffolding or other necessary structures in the
Premises, limit or eliminate access to portions of the Premises, or perform work
in the Premises, which work may create noise, dust or leave debris in the
Premises. Lessee hereby agrees that such Renovations and Lessor's actions in

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connection with such Renovations shall in no way constitute a constructive
eviction of Lessee nor entitle Lessee to any abatement of Rent; provided however
that in performing such Renovations, Lessor shall use commercially reasonable
efforts to not materially interfere with Lessee's use of the Premises for the
Agreed Use. Lessor shall have no responsibility or for any reason be liable to
Lessee for any direct or indirect injury to or interference with Lessee's
business arising from the Renovations, nor shall Lessee be entitled to any
compensation or damages from Lessor for loss of the use of the whole or any part
of the Premises or of Lessee's personal property or improvements resulting from
the Renovations or Lessor's actions in connection with such Renovations, or for
any inconvenience or annoyance occasioned by such Renovations or Lessor's
actions in connection with such Renovations.

         6. WILLIAM D. FELDMAN AS LICENSED REAL ESTATE BROKER. Lessee
acknowledges that William D. Feldman, member of Lessor, is a California licensed
real estate broker and that Lessor is represented by William D. Feldman
Associates, who is acting as Lessor's agent and not as a dual agent. William D.
Feldman is a principal in William D. Feldman Associates.

         7. INTENTIONALLY DELETED.

         8. INTENTIONALLY DELETED.

         9. LIMITATION OF LIABILITY. This Lease is executed by an Agent, Member,
Partner, Officer and/or Trustee of the Lessor, in his/her capacity as such
Agent, Member, Partner, Officer and/or Trustee. By acceptance of this Lease,
Lessee agrees that, for the payment of any claim or the performance of any
obligation hereunder, recourse shall be had only in the Premises, and to no
other assets of the Lessor, and no Shareholder, Trustee, Member, Partner,
Officer, Employee or Agent shall be personally liable therefore.

         10. WAIVER AND CONSENT. Upon execution of this Lease and upon Lessee's
request from time to time, Lessor shall execute a waiver and consent in a form
substantially similar to EXHIBIT "B" attached hereto and made a part hereof or
such other form as is reasonably acceptable to Lessor. In addition, Lessor
acknowledges that this Lease will be hypothecated and pledged as collateral to
Lessee's lenders. Lessor hereby consents to the hypothecation and pledge of all
of Lessee's rights under this Lease to Lessee's existing and future lenders. The
pledge of Lessee's rights under the Lease and any subsequent foreclosure thereon
and assumption of the Lease by any such lender shall not constitute a change in
control of Lessee but shall be deemed to be a transfer to a Non-Transferee
pursuant to Section 14 below.

         11. LESSOR'S MAINTENANCE OBLIGATIONS. Notwithstanding anything to the
contrary contained in this Lease, subject to the provisions of this Lease with
respect to damage and destruction, indemnity and condemnation and except for
damage caused by the act or omission of Lessee or Lessee's employees, agents,
contractors or invitees for which Lessee shall be entirely responsible, Lessor
shall keep the foundation, roof and structural portions of the exterior walls of
the improvements in the Premises in good order, condition and repair; provided,
however, Lessor shall not be obligated to maintain or repair windows, doors,
plate glass or the surface of the walls; provided, further, however, Lessee
shall be responsible for the first One Thousand Dollars ($1,000.00) of roof
repairs annually on a cumulative basis from the Start Date. Lessor shall not be

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obligated to make any repairs hereunder until a reasonable time after receipt of
a written notice from Lessee of the need for such repairs. Notwithstanding
anything to the contrary contained in this Paragraph 11, in the event Lessor
installs a new roof on the Premises during the Term, Lessee shall thereafter be
responsible, at its sole cost and expense, for all repairs, maintenance and
replacement of such roof during the Term, including any extension thereof, and
to keep such roof in good condition and repair provided the installation of the
new roof is performed by a roofing contractor reasonably approved, in advance,
by Lessee. Lessor acknowledges that Lessee in the normal course of its
operations will require roof penetrations and agrees to such penetrations
provided that such work will be performed and completed pursuant to
specifications of a professional roof consultant mutually approved by Lessor and
Lessee, that such work will not shorten the normal remaining useful life of the
roof, that Lessee restores the Premises to its original condition upon the
expiration or earlier termination of this Lease and otherwise pursuant to the
provisions of this Lease.

         12. SECURITY DEPOSIT. Notwithstanding anything to the contrary
contained in the Lease, the initial Security Deposit amount of $630,000.00 (as
such may be increased pursuant to the terms of this Lease) shall be adjusted on
an annual basis commencing on October 1, 2005 and again on each October 1
thereafter (each such date shall hereinafter be referred to as a "SECURITY
DEPOSIT INCREASE DATE"), by the increase, if any, from the Base Month in the
C.P.I. The new amount of the Security Deposit effective as of each Security
Deposit Increase Date shall be calculated as follows: $630,000.00 shall be
multiplied by a fraction, the numerator of which shall be the calendar month of
July immediately preceding the Security Deposit Increase Date and the
denominator of which shall be the C.P.I. for the Base Month. The sum so
calculated shall constitute the new amount of the Security Deposit which shall
be paid by Lessee to Lessor within ten (10) business days following Lessor's
request therefor, but, in no event; shall such new amount of the Security
Deposit be less than the amount of the Security Deposit for the period
immediately preceding such Security Deposit Increase Date. Paragraph 2.3 of this
Addendum shall apply to this Paragraph. However, so long as Lessee is not late
in the payment of Rent under the Lease, Lessor agrees not to increase the amount
of the Security Deposit pursuant to this Paragraph subject to the following:

                  (i) Lessor shall forgive one (1) late payment during the first
         three (3) months of the Term, one (1) late payment during the following
         twenty-one (21) months of the Term and one (1) late payment every
         twenty-four (24) months of the Term thereafter;

                  (ii) if Lessee is late in the payment of Rent, except as and
         pursuant to item (i) above, then Lessee shall thereafter pay any past
         C.P.I. increases in the Security Deposit within ten (10) business days
         following receipt of notice thereof from Lessor and all future C.P.I.
         increases in the Security Deposit pursuant to this Paragraph 12;

                  (iii) if Lessee is not late in the payment of Rent upon the
         expiration of the Term (or any extension thereof) (but specifically not
         including any early termination of the Term (or any extension thereof),
         except pursuant to Paragraph 3.3 of this Addendum), notwithstanding
         item (ii) below, then the C.P.I. increases in the Security Deposit
         amount shall be forgiven and the increased amounts of the Security
         Deposit held by Lessor as a result of the C.P.I. increases shall be
         returned to Lessee pursuant to Paragraph 5 of the Lease.


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         13. CONDITION OF PREMISES. Lessor hereby leases to Lessee, and Lessee
hereby leases from Lessor, the Premises on an "as-is," "where-is" basis, subject
to the terms, covenants and conditions set forth in this Lease. Except as set
forth in the Lease, no representations or warranties of any kind have been made
to Lessee concerning the condition of the Premises, nor, have any promises to
alter or improve the Premises been made by Lessor or any party on behalf of
Lessor. Attached hereto as EXHIBIT "C" and incorporated herein by this reference
are pictures depicting the condition of the Premises as of the Commencement Date
which Lessor and Lessee hereby agree are true and correct.

         14. ASSIGNMENT AND SUBLETTING TO A NON-TRANSFEREE. Notwithstanding
anything to the contrary contained in this Lease, neither (i) an assignment or
subletting of all or a portion of the Premises to (A) an entity which is
controlled by, controls or is under common control with Lessee, or (B) a
purchaser of all or substantially all of the assets of Lessee or of an entity
which is controlled by, controls or is under common control with Lessee, nor
(ii) a transfer, by operation of law or otherwise, in connection with the
merger, consolidation or other reorganization of Lessee or of an entity which is
controlled by, controls or is under common control with Lessee nor (iii) a
foreclosure by a lender of Lessee (collectively, such entities, purchasers, and
parties shall be referred to herein collectively or individually as a
"Non-Transferee"), shall be subject to the Lessor's consent; provided, however,
no sublease or assignment to a Non-Transferee shall release the lessee named
herein from any liability under this Lease. Lessee shall immediately notify
Lessor of any such assignment, purchase, transfer, sublease, action or use. For
purposes of this Lease, "control" shall mean the possession, direct or indirect,
or the power to direct or cause the direction of the management and policies of
a person or entity, or majority ownership of any sort, whether through the
ownership of voting securities, by contract or otherwise.

         15. SIGNS. Lessee is advised that the adjoining property tenant has
been granted the right to place two signs on the access easement at the corner
of Vernon Avenue and Seville. Each of such signs shall not be larger than 6' x
10' and are subject to the reasonable approval of Lessor.

         16. ACCESS, YARD AND PLAN. Attached to this Lease is the Mollenhauer,
Higashi and Moore plan as EXHIBIT "A" ("Plan"). Lessee acknowledges that the
rear yard consists of 50 feet of fee and a right to use the next northerly 50
feet for "pedestrian and vehicular traffic for ingress and egress from the
Property and for parking of such vehicles." In this the most northerly 50 feet
there is a right of access to the building to the north, currently owned by
David Karney, and to the 25,000 square foot building to the west owned by
Lessor. North of the northerly 50 feet easement there appears to be another 20
feet where Lessor and Lessee have the right for "truck ingress, egress,
maneuvering and parking." A full title report is available to Lessee, and Lessee
is deemed to be aware of and to accept Premises as described herein.

         17. LETTER OF CREDIT. Lessee shall have the one-time right, on the date
which is thirty (30) days following the Commencement Date, to elect to replace
all or a portion of the Security Deposit with an unconditional, irrevocable and
renewable letter of credit with a term of at least one (1) year (the "L-C") in
favor of Lessor in the initial amount ("L-C Stated Amount") in the amount of the
portion of the Security Deposit being replaced, which L-C shall be issued by a
bank subject to Lessor's reasonable approval with a branch upon which Lessor may
draw upon the L-C located in Southern California, and which L-C shall be in a

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form and content as set forth in EXHIBIT "E," attached hereto or otherwise shall
be subject to Lessor's reasonable approval. The L-C Stated Amount shall increase
on each Security Deposit Increase Date pursuant to Paragraph 12 so that the
Security Deposit plus the L-C Stated Amount equal the amount which would have
been required under Paragraph 12 but for Lessee's election to replace a portion
of the Security Deposit with the L-C and the L-C shall be concurrently amended
to reflect such increased amount. Lessee shall pay all expenses, points and/or
fees incurred by Lessee in obtaining the L-C. Notwithstanding the foregoing,
Lessor acknowledges and agrees that Lessee shall have the right, from time to
time throughout the Term of this Lease, to post a substitute letter of credit
for the L-C required hereunder, the form and substance of which substitute
letter of credit shall be subject to Lessor's reasonable approval and the terms
of this Paragraph 17. Upon Lessee's written request from time to time, Lessor
shall provide Lessee with a letter confirming the then L-C Stated Amount
(including the amount of any actual increases and reductions with respect
thereto). The L-C shall state that an authorized officer or other representative
of Lessor may make demand on Lessor's behalf for the L-C Stated Amount of the
L-C, or any portion thereof, and that the issuing bank must immediately honor
such demand, without qualification or satisfaction of any conditions, except the
proper identification of the party making such demand. In addition, the L-C
shall indicate that it is transferable in its entirety by Lessor as beneficiary
to a purchaser or lender of the Building and that upon receiving written notice
of transfer, and upon presentation to the issuing bank of the original L-C and
Lessor's execution of commercially reasonable transfer instructions, the issuer
or confirming bank will reissue the L-C naming such transferee as the
beneficiary. Lessee shall be responsible for the payment to the issuing bank of
any transfer costs imposed by the issuing bank in connection with any such
transfers. If (A) the term of the L-C held by Lessor will expire prior to the
date which is sixty (60) days following the expiration of the Lease Term, as
such may be extended, and the L-C is not extended, or a new L-C for an extended
period of time is not substituted, within thirty (30) days prior to the
expiration of the L-C, or (B) Lessee commits a default with respect to any
provision of the Lease (as amended) beyond any applicable notice and cure
periods, or (C) Lessee files a voluntary petition under Title 11 of the United
States Code (i.e., the Bankruptcy Code), or otherwise becomes a debtor in any
case or proceeding under the Bankruptcy Code, as now existing or hereinafter
amended, or any similar law or statute, Lessor may (but shall not be required
to) draw upon all or any portion of the principal amount of the L-C, and the
proceeds received from such draw shall constitute Lessor's property (and not
Lessee's property or the property of the bankruptcy estate of Lessee) and Lessor
may then use, apply or retain all or any part of the proceeds (1) for the
payment of any sum which is in default, (2) to reimburse Lessor for costs
incurred by Lessor in connection with the Lease (including, without limitation,
any brokerage commissions and attorneys' fees), (3) for the payment of any other
amount which Lessor may spend or become obligated to spend by reason of Lessee's
default, or (4) to compensate Lessor for any loss or damage which Lessor may
suffer by reason of Lessee's default. If any portion of the L-C proceeds are so
used or applied, Lessee shall, within ten (10) days after demand therefor, post
an additional L-C in an amount to cause the aggregate amount of the unused
proceeds and such new L-C to equal the principal amount required in this
Paragraph 17 above. Lessor shall not be required to keep any proceeds from the
L-C separate from its general funds. Should Lessor sell its interest in the
Building during the Lease Term and if Lessor deposits with the purchaser thereof

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the L-C or any proceeds of the L-C, thereupon Lessor shall be discharged from
any further liability with respect to the L-C and said proceeds and Lessee shall
look solely to such transferee for the return of the L-C or any proceeds
therefrom. The L-C or any remaining proceeds of the L-C held by Lessor after
expiration of the Lease (as amended), after any deductions described in this
Paragraph 17 above, shall be returned to Lessee or, at Lessor's option, to the
last assignee of Lessee's interest hereunder, within sixty (60) days following
the expiration of the Lease (as amended).

         The use, application or retention of the L-C, the proceeds or any
portion thereof, shall not prevent Lessor from exercising any other rights or
remedies provided under the Lease (as amended), it being intended that Lessor
shall not be required to proceed against the L-C, and such use, application or
retention of the L-C shall not operate as a limitation on any recovery to which
Lessor may otherwise be entitled. No trust relationship is created herein
between Lessor and Lessee with respect to the L-C.

         Lessor and Lessee acknowledge and agree that in no event or
circumstance shall the L-C, any renewal thereof or substitute therefor or the
proceeds thereof be (i) deemed to be or treated as a "security deposit" within
the meaning of California Civil Code Section 1950.7, (ii) subject to the terms
of such Section 1950.7, or (iii) intended to serve as a "security deposit"
within the meaning of such Section 1950.7. The parties hereto (A) recite that
the L-C is not intended to serve as a security deposit and such Section 1950.7
and any and all other laws, rules and regulations applicable to security
deposits in the commercial context ("Security Deposit Laws") shall have no
applicability or relevancy thereto and (B) waive any and all rights, duties and
obligations either party may now or, in the future, will have relating to or
arising from the Security Deposit Laws.


                                      -9--
<PAGE>



                                   EXHIBIT "A"

                                      PLAN



                                [TO BE ATTACHED]







<PAGE>


                                      [MAP]





<PAGE>


                                   EXHIBIT "B"


RECORDING REQUESTED BY:

UNION BANK OF CALIFORNIA, N.A.
AND LEVINE LEICHTMAN CAPITAL
PARTNERS II, L.P.

AND WHEN RECORDED, MAIL TO:

MURPHY SHENEMAN JULIAN & ROGERS
2049 CENTURY PARK EAST, SUITE 2100
LOS ANGELES, CALIFORNIA 90067
ATTENTION: MR. BRYAN SNYDER
--------------------------------------------------------------------------------
                   (Space above this line for Recorder's use)

                               WAIVER AND CONSENT

         This WAIVER AND CONSENT is made and entered into as of January [8],
2002, by and among UNION BANK OF CALIFORNIA, N.A. ("SENIOR SECURED PARTY"),
whose address is Union Bank of California, N.A., Commercial Finance Division,
445 South Figueroa Street, Los Angeles, CA 90071-1602, Attn: Commercial Finance
Division Manager, fax no. (213) 236-6089, with a copy to Murphy Sheneman Julian
& Rogers, 2049 Century Park East, Suite 2100, Los Angeles, CA 90067, Attn: Gary
B. Rosenbaum, Esq., fax no. (310) 788-3777, LEVINE LEICHTMAN CAPITAL PARTNERS
II, L.P., a California limited partnership ("SUBORDINATED SECURED PARTY"; Senior
Secured Party and Subordinated Secured Party shall be collectively referred to
as "SECURED PARTIES"), whose address is 335 North Maple Drive, Suite 240,
Beverly Hills, CA 90210, Attn: Arthur E. Levine, President, fax no. (310)
275-1441, with a copy to Irell & Manella, 1800 Avenue of the Stars, Suite 900,
Los Angeles, CA 90067-4211, Attn: Mitchell S. Cohen, Esq., fax no. (310)
203-7199, and VERNON ASSOCIATES, LLC, a California limited liability company
("CONSENTING PARTY"), whose address is c/o William D. Feldman Associates, 12540
Beatrice Street, Suite 203, Los Angeles, CA 90049, with a copy to Greenwald,
Pauly, Foster & Miller, 1299 Ocean Avenue, Suite 400, Santa Monica, CA 90401,
Attn: Richard L. Miller, Esq., fax no. (310) 395-5961.

                                    RECITALS

         A. Consenting Party is the owner of certain real property in the City
of Vernon, County of Los Angeles, State of California, described on EXHIBIT "A"
attached hereto and commonly known as 2727 E. Vernon Avenue, Vernon, California
(the "PREMISES"). Consenting Party and Debtor (as defined below) are parties to
that certain Standard Industrial/Commercial Single-Tenant Lease - Net (the
"LEASE"), under which Debtor leases the Premises.


<PAGE>

         B. This Waiver and Consent is executed to induce (1) Senior Secured
Party to extend or continue to extend certain credit to OVERHILL FARMS, INC., a
Nevada corporation ("DEBTOR"), pursuant to that certain Loan and Security
Agreement dated as of November 24, 1999, by and between Debtor and Senior
Secured Party (the "LOAN AGREEMENT"), and the other loan documents executed in
connection therewith, and as the same may be amended, restated, supplemented, or
otherwise modified from time to time (collectively, the "SENIOR AGREEMENTS"),
which Senior Agreements, among other things, were executed by Debtor for the
purpose of granting a first priority security interest to secure the repayment
of all obligations and the performance of all indebtedness now or hereafter
owing by Debtor to Senior Secured Party, of every kind and description, and (2)
Subordinated Secured Party to extend or continue to extend certain credit to
Debtor pursuant to the Securities Purchase Agreement dated as of November 24,
1999, by and among Debtor, Subordinated Secured Party, Overhill Corporation, a
Nevada corporation formerly known as Polyphase Corporation, and Overhill L.C.
Ventures, Inc., a California corporation, and the other loan documents executed
in connection therewith, and as the same may be amended, restated, supplemented,
or otherwise modified from time to time (collectively, the "SUBORDINATED
AGREEMENTS"), which Subordinated Agreements, among other things, were executed
by Debtor for the purpose of granting a second priority security interest to
secure the repayment of all obligations and the performance of all indebtedness
now or hereafter owing by Debtor to Subordinated Secured Party, of every kind
and description. The Senior Agreements and Subordinated Agreements are
collectively referred to as the "AGREEMENTS."

         C. This Waiver and Consent does not amend any of the terms of the
Agreements, and reference thereto is made for further particulars.

         D. By the Agreements, each of Senior Secured Party and Subordinated
Secured Party shall extend certain credit or has extended certain credit to
Debtor against the security of, among other collateral, Debtor's merchandise,
equipment, furniture, furnishings, fixtures, machinery and tools, together with
all additions, substitutions, replacements, improvements and repairs to same,
but specifically not including improvements and fixtures permanently affixed to
the Premises (collectively, "PROPERTY").

         E. The execution and delivery of this Waiver and Consent by Consenting
Party is required by Senior Secured Party and Subordinated Secured Party as a
condition to the continued extension of credit to Debtor pursuant to the
Agreements.

         NOTWITHSTANDING THE TERMS OF THE LEASE, SENIOR SECURED PARTY,
SUBORDINATED SECURED PARTY AND CONSENTING PARTY AGREE THAT:

                                    AGREEMENT

         1. Consenting Party acknowledges that (a) the Lease is in full force
and effect and (b) to Consenting Party's actual knowledge, there is no existing
default under the Lease.

         2. The Property shall be and remain personal property notwithstanding
the manner of its annexation to the Premises, its adaptability to the uses and
purposes for which the Premises are used, or the intentions of the party making
the annexation.

         3. Any rights that Consenting Party may claim to have in and to the
Property, no matter how arising, shall be subordinate to the rights of Senior
Secured Party and Subordinated Secured Party therein.

                                      -2-
<PAGE>

         4. Consenting Party consents to the installation of the Property on the
Premises, agrees that Senior Secured Party and Subordinated Secured Party may do
to and with the Property any or all of the acts below enumerated, and grants
Senior Secured Party and Subordinated Secured Party a license, as set forth
below, to enter into possession of the Premises, (a) at any time prior to the
expiration, termination or cancellation of the Lease or abandonment of the
Premises by Debtor or (b) with the prior written consent of Consenting Party as
provided in paragraph 6 below during any period in which the Lease has expired,
been terminated or canceled, or that Debtor has abandoned the Premises to do any
or all of the following with respect to said Property: assemble, have appraised,
display, remove, maintain, prepare for sale or lease, repair, lease, transfer
and/or sell (at one or more public auctions or private sales) to the extent such
action is in compliance with any applicable laws and regulations.

         5. Subject to the limitations set forth in paragraph 6 below, the
waivers and consents herein granted shall continue until such time as all
obligations, indebtedness and expenses (including, without limitation,
reasonable attorneys' fees) of Debtor to (a) Senior Secured Party, on the one
hand, and (b) Subordinated Secured Party, on the other hand, have been paid in
full in cash and all covenants and conditions as more specifically enumerated in
the Agreements have been fully performed.

         6. If the Lease has expired, been terminated or canceled or Debtor has
abandoned the Premises, then Senior Secured Party, Subordinated Secured Party
and their respective representatives and invitees shall only be permitted to
occupy the Premises for the purposes described in paragraph 4 above with the
prior written consent of Consenting Party. Neither Senior Secured Party nor
Subordinated Secured Party shall (a) be liable for any diminution in value of
the Premises caused by the absence of Property actually removed or by any
necessity of replacing the Property or (b) have any duty or obligation to remove
or dispose of any Property left on the Premises by Debtor.

         7. Consenting Party agrees to give written notice to Senior Secured
Party and Subordinated Secured Party by mail or facsimile to the address or
facsimile number set forth above within five (5) days of (a) any default by
Debtor of any of the provisions of the Lease or (b) the expiration, termination
or cancellation of the Lease or abandonment of the Premises by Debtor; PROVIDED,
that neither Senior Secured Party nor Subordinated Secured Party shall be under
any obligation to cure any default under the Lease. No liability shall be
incurred by Consenting Party for delay or failure to give any default notice to
Senior Secured Party or Subordinated Secured Party.

         8. Consenting Party unconditionally consents in advance to (a) the
granting of a security interest in the Lease and the Property by Debtor to, and
any foreclosure by Senior Secured Party or Subordinated Secured Party, as the
case may be, of its security interest in the Lease and/or the Property, in each
case pursuant to the Agreements, and the purchase thereof by Senior Secured
Party or Subordinated Secured Party or any other purchaser at any such
foreclosure or by any conveyance or transfer in lieu of foreclosure, (b) the
granting to, and any foreclosure by, Senior Secured Party or Subordinated
Secured Party, as the case may be, of the pledge of the capital stock of Debtor
made to it pursuant to the Agreements, and the purchase of such stock by Senior
Secured Party or Subordinated Secured Party or any other purchaser at any such
foreclosure or by any conveyance or transfer in lieu of foreclosure, and (c) any
acquisition of any portion of the capital stock of Debtor by Subordinated
Secured Party.


                                      -3-
<PAGE>

         9. This Waiver and Consent shall be governed and controlled by and
interpreted under the laws of the State of California and shall inure to the
benefit of and be binding upon the successors, heirs, personal representatives
and assigns of Consenting Party, Senior Secured Party and Subordinated Secured
Party.

         10. If either party commences litigation against the other for the
specific performance of this Waiver and Consent, for damages for the breach of
this Waiver and Consent or otherwise for enforcement of any remedy hereunder,
the parties hereto agree to and hereby do waive any right to a trial by jury
and, in the event of any such commencement of litigation, the prevailing party
shall be entitled to recover from the other party such costs and reasonable
attorneys' fees as may have been incurred, including any and all costs incurred
in enforcing, perfecting and executing such judgment.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


                                      -4-
<PAGE>



         IN WITNESS WHEREOF, this Waiver and Consent has been executed and
delivered by the parties hereto as of the day and year first above written.

                                      SENIOR SECURED PARTY:

                                      UNION BANK OF CALIFORNIA, N.A.


                                      By:
                                          --------------------------------------
                                          Its:


                                      SUBORDINATED SECURED PARTY:

                                      LEVINE LEICHTMAN CAPITAL PARTNERS II, L.P.

                                      By:
                                          --------------------------------------
                                          Its:


                                      CONSENTING PARTY:

                                      VERNON ASSOCIATES, LLC,
                                      a California limited liability company


                                      By:
                                          --------------------------------------
                                          Its:



ACKNOWLEDGED AND AGREED TO:

DEBTOR:

OVERHILL FARMS, INC.,
a Nevada corporation


By:
    -------------------------------
    Its:


                                      -5-
<PAGE>



                          ACKNOWLEDGMENT OF INSTRUMENTS


STATE OF _____________    )
                          )  SS.
COUNTY OF ____________

         On _____________________ before me, the undersigned notary public in
and for said state, personally appeared ___________________________, personally
known to me (or proved to me on the basis of satisfactory evidence) to be the
person(s) whose name(s) is/are subscribed to the within instrument and
acknowledged to me that he/she/they executed the same in his/her/their
authorized capacity(ies), and that by his/her/their signature(s) on the
instrument, the person(s), or the entity upon behalf of which the person(s)
acted, executed the instrument.

         WITNESS my hand and official seal.

Signature __________________________                 (Seal)



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



STATE OF _____________    )
                          )  SS.
COUNTY OF ____________

         On _____________________ before me, the undersigned notary public in
and for said state, personally appeared ___________________________, personally
known to me (or proved to me on the basis of satisfactory evidence) to be the
person(s) whose name(s) is/are subscribed to the within instrument and
acknowledged to me that he/she/they executed the same in his/her/their
authorized capacity(ies), and that by his/her/their signature(s) on the
instrument, the person(s), or the entity upon behalf of which the person(s)
acted, executed the instrument.

         WITNESS my hand and official seal.

Signature ________________________________            (Seal)



                                      -6-

<PAGE>



STATE OF _____________    )
                          )  SS.
COUNTY OF ____________

         On _____________________ before me, the undersigned notary public in
and for said state, personally appeared ___________________________, personally
known to me (or proved to me on the basis of satisfactory evidence) to be the
person(s) whose name(s) is/are subscribed to the within instrument and
acknowledged to me that he/she/they executed the same in his/her/their
authorized capacity(ies), and that by his/her/their signature(s) on the
instrument, the person(s), or the entity upon behalf of which the person(s)
acted, executed the instrument.

         WITNESS my hand and official seal.

Signature ________________________________            (Seal)



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



STATE OF _____________    )
                          )  SS.
COUNTY OF ____________

         On _____________________ before me, the undersigned notary public in
and for said state, personally appeared ___________________________, personally
known to me (or proved to me on the basis of satisfactory evidence) to be the
person(s) whose name(s) is/are subscribed to the within instrument and
acknowledged to me that he/she/they executed the same in his/her/their
authorized capacity(ies), and that by his/her/their signature(s) on the
instrument, the person(s), or the entity upon behalf of which the person(s)
acted, executed the instrument.

         WITNESS my hand and official seal.

Signature ________________________________            (Seal)




                                      -7-
<PAGE>


                                   EXHIBIT "A"
                                   -----------

                          LEGAL DESCRIPTION OF PREMISES

PARCEL 1:

THAT PORTION OF THE RANCHO SAN ANTONIO, IN THE CITY OF VERNON, COUNTY OF LOS
ANGELES, STATE OF CALIFORNIA, DESCRIBED AS FOLLOWS:

BEGINNING AT THE SOUTHEAST CORNER OF THE LAND CONVEYED TO NEWMARKET COMPANY BY
DEED RECORDED IN BOOK 6453 PAGE 78, OF DEEDS; THENCE ALONG THE EASTERLY LINE OF
SAID LAND NORTH 09 DEGREES 10 MINUTES 00 SECONDS EAST 400.00 FEET TO THE
SOUTHERLY LINE OF THE LAND CONVEYED TO PACIFIC LIGHT AND POWER CORPORATION BY
DEED RECORDED IN BOOK 6278 PAGE 244, OF DEEDS; THENCE SOUTH 88 DEGREES 08
MINUTES 27 SECONDS WEST 326.46 FEET ALONG SAID SOUTHERLY LINE TO THE EAST LINE
OF THE TRACT OF LAND DESCRIBED IN THE AGREEMENT TO CONVEY FROM THE HUNTINGTON
LAND AND IMPROVEMENT COMPANY TO CEDARLIND AND PERSON COMPANY, RECORDED IN BOOK
5889 PAGE 250, OF DEEDS; THENCE NORTH 0 DEGREES 10 MINUTES 00 SECONDS EAST
154.77 FEET ALONG SAID EAST LINE TO THE SOUTH LINE OF THE LAND CONVEYED TO LOS
ANGELES PACKING COMPANY, BY DEED RECORDED IN BOOK 2445 PAGE 56, OF DEEDS; THENCE
ALONG SAID SOUTH LINE NORTH 89 DEGREES 10 MINUTES 50 SECONDS EAST 264.95 FEET TO
THE SOUTHEAST CORNER OF THE LAND SO CONVEYED TO SAID LOS ANGELES PACKING
COMPANY; THENCE SOUTH 0 DEGREES 10 MINUTES 00 SECONDS WEST 99.93 FEET; THENCE
NORTH 88 DEGREES 08 MINUTES 27 SECONDS EAST 627.55 FEET TO A LINE THAT IS
PARALLEL TO AND DISTANT 40.00 FEET WESTERLY MEASURED AT RIGHT ANGLES FROM THE
WESTERLY LINE OF THE RIGHT OF WAY CONVEYED TO THE SAN PEDRO, LOS ANGELES AND
SALT LAKE RAILWAY COMPANY BY DEED RECORDED IN BOOK 5920 PAGE 221, OF DEEDS;
THENCE ALONG SAID PARALLEL LINE SOUTH 2 DEGREES 21 MINUTES 20 SECONDS EAST
449.76 FEET TO THE NORTHERLY LINE OF VERNON AVENUE, 40.00 FEET WIDE (FORMERLY
FRUITLAND COUNTY ROAD); THENCE SOUTH 88 DEGREES 08 MINUTES 27 SECONDS WEST
585.98 FEET ALONG SAID NORTHERLY LINE TO THE POINT OF BEGINNING.

SAID LAND IS ALSO KNOWN AS PARCEL 1 OF PARCEL MAP NO. 3477, IN THE CITY OF
VERNON, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP FILED IN BOOK 52,
PAGE 21 OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.

EXCEPT THEREFROM THAT PORTION OF SAID LAND GRANTED TO THE CITY OF VERNON, A
MUNICIPAL CORPORATION IN DEED RECORDED FEBRUARY 21, 1991 AS INSTRUMENT NO.
91-255747, OFFICIAL RECORDS.


<PAGE>

PARCEL 2:

AN EASEMENT FOR INGRESS AND EGRESS PURPOSES OVER THAT PORTION OF THE RANCHO SAN
ANTONIO, IN THE CITY OF VERNON, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA,
DESCRIBED AS FOLLOWS:

BEGINNING AT THE SOUTHEAST CORNER OF THAT LAND CONVEYED TO LOS ANGELES PACKING
COMPANY BY DEED RECORDED IN BOOK 2445 PAGE 56, OF DEEDS; THENCE ALONG THE
SOUTHERLY PROLONGATION OF THE EASTERLY LINE OF SAID LAND, SOUTH 0 DEGREES 10
MINUTES 00 SECONDS WEST 49.90 FEET TO THE TRUE POINT OF BEGINNING; THENCE NORTH
88 DEGREES 08 MINUTES 27 SECONDS EAST 625.35 FEET TO A LINE THAT IS PARALLEL TO
AND DISTANT 40.00 FEET WESTERLY MEASURED AT RIGHT ANGLES FROM THE WESTERLY LINE
OF THE RIGHT OF WAY CONVEYED TO THE SAN PEDRO, LOS ANGELES AND SALT LAKE RAILWAY
COMPANY BY DEED RECORDED IN BOOK 5920 PAGE 221, OF DEEDS; THENCE SOUTH 2 DEGREES
21 MINUTES 20 SECONDS EAST 50.00 FEET ALONG SAID PARALLEL LINE; THENCE SOUTH 88
DEGREES 08 MINUTES 27 SECONDS WEST 627.55 FEET; THENCE NORTH 0 DEGREES 10
MINUTES 00 SECONDS EAST 50.03 FEET TO THE POINT OF BEGINNING.

PARCEL 3:

AN EASEMENT FOR INGRESS AND EGRESS PURPOSE OVER THAT PORTION OF THE RANCHO SAN
ANTONIO, IN THE CITY OF VERNON, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA,
DESCRIBED AS FOLLOWS:

A STRIP OF LAND 40.00 FEET WIDE, THE EASTERLY SIDELINE OF SAID STRIP BEING
DESCRIBED AS FOLLOWS:

BEGINNING AT THE INTERSECTION OF THE WESTERLY LINE OF THE RIGHT OF WAY CONVEYED
TO THE SAN PEDRO, LOS ANGELES AND SALT LAKE RAILWAY COMPANY BY DEED RECORDED IN
BOOK 5920 PAGE 221, OF DEEDS WITH THE NORTHERLY LINE OF VERNON AVENUE 40.00 FEET
WIDE; THENCE NORTH 2 DEGREES 21 MINUTES 20 SECONDS WEST 931.28 FEET TO THE
SOUTHERLY LINE OF THE LAND CONVEYED TO A. B. SALISBURY BY DEED RECORDED IN BOOK
1009 PAGE 5, OF DEEDS.

PARCEL 4:

AN EASEMENT FOR A RAILROAD SPUR TRACK OVER THAT PORTION OF THE RANCHO SAN
ANTONIO, IN THE CITY OF VERNON, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA,
DESCRIBED AS FOLLOWS:

A STRIP OF LAND 40.00 FEET WIDE, THE EASTERLY SIDELINE OF SAID STRIP BEING
DESCRIBED AS FOLLOWS:

BEGINNING AT THE INTERSECTION OF THE WESTERLY LINE OF THE RIGHT OF WAY CONVEYED
TO THE SAN PEDRO, LOS ANGELES AND SALT LAKE RAILWAY COMPANY BY DEED RECORDED IN
BOOK 5920 PAGE 221, OF DEEDS WITH THE NORTHERLY LINE OF VERNON AVENUE 40.00 FEET
WIDE; THENCE NORTH 2 DEGREES 21 MINUTES 20 SECONDS WEST 931.28 FEET TO THE
SOUTHERLY LINE OF THE LAND CONVEYED TO A. B. SALISBURY BY DEED RECORDED IN BOOK
1009 PAGE 5, OF DEEDS.


                                      -2-
<PAGE>



                                   EXHIBIT "C"

                              CONDITION OF PREMISES
                                       AND
                                DEPICTION OF SIGN



                                [TO BE ATTACHED]





<PAGE>


                                   EXHIBIT "D"

                               CORPORATE GUARANTY



         _______________________________, a _____________________,
("GUARANTOR"), whose address is _____________________________________________,
California ___________, whose facsimile number is _______________ and whose
Social Security/Tax Identification Number is ___________, as a material
inducement to and in consideration of _____________________________, a
___________________________, as Lessor ("LESSOR"), entering into that certain
Standard Industrial/Commercial Multi-Tenant Lease - Net (the "LEASE") dated as
of ____________, 200_, with ________________________, a
_________________________, as Lessee ("LESSEE"), concerning space commonly known
as _________________, California, hereby unconditionally, irrevocably and
jointly and severally guarantees and promises to, and for the benefit of Lessor,
full and prompt payment and discharge of all of Lessee's present and future
obligations to Lessor and that Lessee shall perform all of its covenants under
the Lease, including but not limited to the payment of rent and all other sums
now or hereafter becoming due or payable under the Lease. Without Lessor first
having to proceed against Lessee or to proceed against any security therefore,
Guarantor agrees to pay, on demand, all sums due and to become due from Lessee
and all losses, costs, attorneys' fees or expenses which may be suffered by
Lessor by reason of Lessee's default, subject to the Maximum Liability Amount
(as such term is defined below). Guarantor's liability under this Guaranty shall
continue until all amounts due from Lessee have been paid in full and until all
other obligations of Lessee to Lessor have been satisfied and shall not be
reduced by virtue of any payment by Lessee of any amount due. Guarantor hereby
warrants and represents to Lessor that Guarantor now has and will continue to
have full and complete access to any and all information concerning the value of
assets owned or to be acquired by Lessee, Lessee's financial status and Lessee's
ability to pay and perform the obligations owed to Lessor.

         Guarantor expressly consents to Lessor taking any or all of the
following actions, from time to time, without notice or further consent from
Guarantor and such action shall not affect Guarantor's liability hereunder or
create any right of recourse or right of action by Guarantor against Lessor: (i)
waiving, renewing, extending, accelerating or otherwise changing the time,
manner, place or terms of payment of any indebtedness of Lessee or the
performance or observance by Lessee of any other term of any agreement relating
to the indebtedness; (ii) holding real or personal property security for payment
of this Guaranty or any indebtedness of Lessee, and exchanging, changing,
impairing, enforcing, waiving or releasing any such security; (iii) applying any
such security and directing the order and manner of sale thereof as Lessor may
in Lessor's discretion determine; (iv) modifying, amending, supplementing or
adding to any agreements relating to any security or the Lease; (v) exercising,
failing to exercise or failing to timely exercise any right or remedy against
Lessee, any security (including Lessor's failure to perfect Lessor's security
interest in any security) or other guaranty of Lessee's indebtedness; (vi)
failing to proceed against or exhaust any of Lessee's security held by Lessor;
and (vii) releasing or substituting any one or more endorsers or Guarantors.
Guarantor agrees that this is a guaranty of payment not of collection, and
consents to any form of remedy pursued by Lessor to enforce its rights under any
instrument evidencing or securing Lessee's indebtedness, in whatever order
Lessor may choose, including all remedies that may eliminate Guarantor's right
of subrogation, result in the relinquishment of a deficiency judgment in
Guarantor's favor against Lessee or both. Lessor may, without notice, assign


<PAGE>

this Guaranty in whole or in part. Guarantor waives any defense arising by
reason of any disability or other defense of Lessee or by reason of the
cessation from any cause of the liability of Lessee and waives the benefit of
any statute of limitations applicable to any indebtedness of Lessee or to any
liability of Guarantor hereunder. If Lessee defaults under the Lease, Lessor may
proceed immediately against Guarantor or Lessee, or both, or Lessor may enforce
against Guarantor or Lessee, or both, any rights that it has under the Lease or
against Guarantor pursuant to this Guaranty. If the Lease terminates Lessor may
enforce any remaining rights thereunder against Guarantor without giving
previous notice to Lessee or Guarantor, and without making any demand on either
of them. Guarantor hereby waives notice of or the giving of its consent to any
amendments which may hereafter be made to the terms of the Lease, and this
Guaranty shall guarantee the performance of the Lease as amended, or as the same
may be assigned from time to time. If Lessor disposes of its interest in the
Lease, "LESSOR," as used in this Guaranty, shall mean Lessor's successors in
interest and assigns.

         Guarantor waives and agrees not to assert or take advantage of: (a) any
right to require Lessor to proceed against Lessee or any other person, firm or
corporation or to proceed against or exhaust any security held by it at any time
or to pursue any other remedy in its power; (b) the defense of the statute of
limitations in any action hereunder or for the collection of any indebtedness or
the performance of any obligation guaranteed hereby; (c) any defense that may
arise by reason of the incapacity, lack of authority, death or disability of, or
revocation hereof by, any other or others or the failure of Lessor to file or
enforce a claim against the estate (either in administration, bankruptcy, or
other proceeding) of any other or others; (d) demand, protest and notice of any
kind including, without limiting the generality of the foregoing, notice of the
existence, creation or incurring of new or additional indebtedness or of any
action or non-action on the part of Lessee, Lessor, any endorser, creditor of
Lessee or Guarantor under this or any other instrument, or any other person
whomsoever, in connection with any obligation or evidence of indebtedness hereby
guaranteed; (e) any defense based upon an election of remedies by Lessor,
including without limitation, any election which destroys or otherwise impairs
subrogation rights of Guarantor or the right of Guarantor to proceed against
Lessee for reimbursement, or both.

         Until all indebtedness of Lessee to Lessor shall have been paid in
full, Guarantor shall have no right of subrogation and waive any right to
enforce any remedy which Lessor now or may hereafter have against Lessee, and
waive any benefit of any security now or hereafter held by Lessor. Guarantor
waives all presentments, demands for performance, notice of non-performance,
protests, notices of protests, and notices of dishonor and of the existence,
creation or incurring of new or additional indebtedness and waives the benefit
of all exemptions and homestead laws. Without limiting the generality of the
foregoing, Guarantor hereby expressly waives any and all benefits of California
Civil Code ss.ss. 2799, 2808, 2809, 2810, 2815, 2819, 2825, 2839 and 2845
through 2850, or any successor sections.


                                      -2-
<PAGE>

         "LESSEE" and "GUARANTOR" shall include the plural if there is more than
one Lessee or Guarantor. If there is more than one Guarantor, their liabilities
hereunder shall be joint and several, and each shall be deemed a primary
obligor, and the liability of any Guarantor shall not be affected by the death
of any other Guarantor or by any notice given by any other Guarantor. Any
married person who signs this Guaranty hereby expressly agrees that recourse may
be had against his or her separate property for all obligations under this
Guaranty. Guarantor's obligations under this Guaranty shall not be assigned and
shall be binding upon Guarantor's heirs and successors.

         The obligations of Guarantor hereunder are independent of the
obligations of Lessee. Guarantor agrees that a separate action may be brought or
prosecuted against any one or more Guarantors whether or not Guarantors are the
alter ego of Lessee and where or not the action is brought or prosecuted against
any other Guarantors or Lessee and Lessor may release any Guarantors or Lessee
or release or waive any security without releasing other Guarantors.

         If at any time Lessor shall institute any action or proceeding against
any Guarantor relating to collecting or enforcement of this Guaranty or the
obligations guaranteed hereby, or engage an attorney to enforce any such
provision, Lessor shall be reimbursed by such Guarantor in addition to such
other relief as the court may award, for attorneys' fees, costs and expenses,
all as actually incurred (including, without limitation, those incurred in
investigation, appellate proceedings or in any action or participation in, or in
connection with, any case or proceeding under Chapters 7, 11, or 13 of the
Bankruptcy Code or any successor thereto).

         This Guaranty shall be effective irrespective of any change in the
composition or ownership or form of ownership of Lessee and wherever the Lessee
may be located. If any one or more provisions of this Guaranty shall be
determined to be illegal or unenforceable, all other provisions shall remain
effective. Neither this Guaranty nor any terms hereof may be changed, waived,
discharged or terminated orally, but only by an instrument in writing executed
by the party against which enforcement of the change, waiver, discharge or
termination is sought. The liability of Guarantor and all of Lessor's rights,
powers and remedies hereunder and under any other agreement now or at any time
hereafter in force between Lessor and Guarantor, or any of them, relating to the
Lessee shall be cumulative and not alternative and such rights, powers and
remedies shall be in addition to all rights, powers and remedies given to Lessor
by law. Guarantor's obligations under this Guaranty may not be assigned and
shall be binding upon Guarantor's heirs and successors.

         No delay on Lessor's part in exercising any rights hereunder or failure
to exercise the same shall constitute a waiver of such rights. No notice to, or
demand on, Guarantor shall be deemed to be a waiver of the obligation of
Guarantor to take further action without notice or demand as provided herein. No
waiver of any of Lessor's rights hereunder, and no modification or amendment of
this Guaranty, shall be deemed to be made by Lessor unless the same shall be in
writing, duly signed on Lessor's behalf, and in each such waiver, if any, shall
apply only with respect to the specific instance involved and shall in no way
impair Lessor's rights or the obligations of Guarantor to Lessor in any other
respect at any other time.

         This Guaranty shall be governed by and construed in accordance with the
laws of the State of California.

                                      -3-
<PAGE>

         In any such action or proceeding, Guarantor waives personal service of
the Summons and Complaint or other process and papers therein and agrees that
any process or notice of motion or other application to any of said Courts or a
judge thereof, or any notice in connection with any proceedings hereunder may be
served (1) inside or outside such State by registered or certified mail, return
receipt requested, addressed to Guarantor at the address set forth above or
which Guarantor has previously advised Lessor in writing with concurrent sending
of all such papers by fax to the telephone number set forth above, and service
or notice so served shall be deemed complete when received by Guarantor, or (2)
in such other manner as may be permissible under the rules of said Courts.

         GUARANTOR FURTHER AGREES THAT ANY TRIAL RELATING TO, ARISING OUT OF OR
DERIVING FROM THIS GUARANTY SHALL BE TRIED SOLELY BEFORE A JUDGE AND NOT BEFORE
A JURY.

Date:_________________, 200_                GUARANTOR:

                                            ____________________________________
                                            a __________________________


                                            By:
                                                --------------------------------
                                                Name:
                                                Its:


                                            By:
                                                --------------------------------
                                                Name:
                                                Its:


                                      -4-
<PAGE>


                                   EXHIBIT "E"

                            FORM OF LETTER OF CREDIT
      (Letterhead of a money center bank reasonably acceptable to Landlord)



______________, 200_

____________________________
____________________________
____________________________

Gentlemen:

         We hereby establish our Irrevocable Letter of Credit and authorize you
to draw on us at sight for the account of _____________________________________,
a ________________________________________, the aggregate amount of
__________________ ($__________________).

         Funds under this Letter of Credit are available to the beneficiary
hereof as follows:

         Any or all of the sums hereunder may be drawn down at any time and from
time to time from and after the date hereof by
_______________________________________ ("Beneficiary") when accompanied by this
Letter of Credit and a written statement signed by an officer of Beneficiary
reading "The amount of drawing represents a sum due ___________________________
as agent for ______________________ under its lease of space at
__________________________________ between ____________________________,
Landlord and ___________________________________, Tenant".

         This Letter of Credit is transferable in its entirety. Should a
transfer be desired, such transfer will be subject to the return to us of this
advice, together with written instructions.

         The amount of each draft must be endorsed on the reverse hereof by the
negotiating bank. We hereby agree that this Letter of Credit shall be duly
honored upon presentation and delivery of the certification specified above.

         This Letter of Credit shall expire on ______________________________.

         Notwithstanding the above expiration date of this Letter of Credit, the
term of this Letter of Credit shall be automatically renewed for successive,
additional one (1) year periods unless, at least thirty (30) days prior to any
such date of expiration, the undersigned shall give written notice to Holder, by
certified mail, return receipt requested and at the address set forth above or
at such other address as may be given to the undersigned by Holder, that this
Letter of Credit will not be renewed.


<PAGE>

         This Letter of Credit is governed by the Uniform Customs and Practice
for Documentary Credits (1983 Revision), International Chamber of Commerce
Publication 400.

                                           Very truly yours,

                                           (Name of Issuing Bank)


                                           By:
                                               ---------------------------------


                                      -2-