<PAGE>
EXHIBIT 10.87


                                    SUBLEASE



                                 by and between



                          ERNEST PAPER PRODUCTS, INC.,
                            a California corporation

                                 as Sublandlord




                                       and



                              OVERHILL FARMS, INC.,
                              a Nevada corporation

                                  as Subtenant,




                                       at

                    2727 E. Vernon Avenue, Vernon, California



<PAGE>

                                    SUBLEASE

         THIS SUBLEASE ("Sublease") is made as of this 1st day of January, 2002,
by and between ERNEST PAPER PRODUCTS, INC., a California corporation (the
"Sublandlord"), and OVERHILL FARMS, INC., a Nevada corporation (the
"Subtenant"), with regard to the following facts:

                                 R E C I T A L S
                                 ---------------

         A. Sublandlord is the tenant under that certain Industrial Real Estate
Lease (Single-Tenant Facility) dated April 22, 1994 (the "Lease") with VERNON
ASSOCIATES, LLC, a California limited liability company ("Landlord"), pursuant
to which Sublandlord leases from Landlord certain premises located at 2727 E.
Vernon Avenue, Vernon, California, consisting of approximately 147,210 square
feet comprising a one-story tilt up warehouse building together with various
access easements, as more particularly described on Exhibit "A" attached to the
Lease (the "Premises").

         B. Sublandlord desires to sublease to Subtenant, and Subtenant desires
to sublease from Sublandlord, the Premises, upon the terms, covenants and
conditions set forth in this Sublease. Concurrently with the execution of this
Sublease, Subtenant shall enter into a lease of the Premises directly with
Landlord for a period of time following the term of this Sublease ("Future
Lease").

         NOW, THEREFORE, in consideration of the mutual covenants contained
herein and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:

         1. CAPITALIZED TERMS. All capitalized terms when used herein shall have
the same meaning as is given such terms in the Lease, unless expressly
superseded by the terms of this Sublease.

         2. SUBLEASE. Sublandlord hereby subleases to Subtenant, and Subtenant
hereby subleases from Sublandlord, the Premises on an "as-is," "where-is" basis,
subject to the terms, covenants and conditions set forth in this Sublease.
Except as expressly set forth herein, no representations or warranties of any
kind have been made to Subtenant concerning the condition of the Premises, nor
have any promises to alter or improve the Premises been made by Sublandlord or
any party on behalf of Sublandlord. Notwithstanding the foregoing, Sublandlord
hereby represents and warrants to Subtenant as follows: (a) the Premises
complied with The Americans With Disabilities Act ("ADA") as it was being
enforced against the Premises as of the date Sublessor built out the Premises
and obtained all applicable permits (Subtenant acknowledges and agrees that
Subtenant shall be responsible for all other costs associated with ADA
compliance for the Premises that are required during the "Term," as that term is
defined below, including any ADA compliance costs triggered by the
"Improvements," as that term is defined in the Work Letter attached hereto as
Exhibit "B"); (b) it is not aware of any defects or necessary repairs to the
plumbing, electrical or heating, ventilation or air conditioning systems of the
Premises in its current configuration; and (c) to Sublandlord's actual


<PAGE>

knowledge, the Premises and the real property upon which it is situated is in
compliance with all federal, state and local laws, ordinances for the current
use by Sublandlord and all statutes of all governmental or quasi-governmental
authorities relating to pollution or protection of the environment and no
pollutants, contaminants, toxins or hazardous wastes or other substances are
present within the Premises or on the real property upon which the Premises is
situated. Subtenant shall be required to receive approval from Sublandlord and
Landlord prior to making any alterations to the Premises in accordance with the
terms of the Lease. All improvements shall be constructed in accordance with all
applicable laws and code by licensed contractors or sub-contractors and in
accordance with the terms of the Lease. If Landlord approves any request by
Tenant to make any alterations or improvements to the Premises, Sublandlord
shall not unreasonably withhold its approval of the same. Subtenant shall build
the Improvements in the Premises in accordance with the Work Letter attached
hereto as Exhibit "B" and made a part hereof and otherwise in accordance with
the terms of the Lease.

         3. TERM. The term ("Term") of this Sublease shall commence on January
__, 2002 (the "Commencement Date") and shall expire on December 31, 2004, unless
sooner terminated pursuant to any provision of this Sublease or the Lease (the
"Termination Date").

         4. RENT.

                  a. BASIC RENT. Effective as of the Commencement Date,
Subtenant shall pay to Sublandlord, or its designee, as rent for the Premises
equal monthly payments of Sixty Three Thousand Three Hundred and 30/100 Dollars
($63,300.30) ("Basic Rent"), in advance, on or before the first (1st) day of
each month during the Term of this Sublease. Subtenant shall pay to Sublandlord
Sixty-Three Thousand Three Hundred and 30/100 Dollars ($63,300.30) upon
execution of this Sublease as Basic Rent for the month of January, 2002
(Subtenant acknowledges that Subtenant is paying Basic Rent for the entire month
of January, 2002, even though the Commencement Date will occur after January 1,
2002). Basic Rent and all other payments of rent and other sums under this
Sublease shall be payable by Subtenant without notice, demand, reduction or
set-off in lawful money of the United States of America to Sublandlord or its
agent at the address set forth in this Sublease, or to such other person or such
other places as Sublandlord may from time to time designate in writing (until
further notice, all payments should be made payable to Sublandlord and sent to
5777 Smithway Street, Commerce, California 90040, Attention: Chuck Wilson). If
the Term begins or ends on a day other than the first or last day of a month,
the Basic Rent and all other amounts due under this Sublease for the partial
month shall be prorated on the basis of a thirty (30) day month.

                  b. BASIC RENT ESCALATIONS. The Basic Rent shall be increased
commencing on April 1, 2004 as follows:

                           (i) Commencing on April 1, 2004 (the "Rent Increase
Date"), the monthly Basic Rent payable under this Sublease 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.") since the date
of this Sublease.


                                      -2-
<PAGE>

                           (ii) The monthly Basic Rent payable as of each Rent
Increase Date pursuant to this Sublease 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 January, 2004 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 Basic Rent hereunder,
but, in no event, shall such new monthly Basic Rent be less than the Basic Rent
payable for the month immediately preceding the Rent Increase Date.

                           (iii) 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 Sublandlord and Subtenant 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 Sublandlord
and Subtenant.

                           (iv) Subtenant shall continue to pay the Basic 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,
Subtenant shall make such payment to Sublandlord as will bring the increased
Basic Rent current, commencing with the effective date of such increase through
the date of any Basic Rent installments then due. Thereafter, the Basic Rent
shall be paid at the increased rate. Notwithstanding anything to the contrary
contained herein, in no event shall the Basic Rent increase on the Rent Increase
Date by more than six percent (6%) on an annual compounded basis nor by less
than three percent (3%) on an annual compounded basis over the monthly Basic
Rent in effect prior to such Rent Increase Date.

                  c. MINIMUM EXPENDITURE. Subtenant agrees to spend in excess of
Two Hundred Thousand and No/100 Dollars ($200,000.00) ("Minimum Expenditure"),
including all out-of-pocket sums paid to Subtenant's employees, subcontractors
and agents which would normally have been paid to independent contractors (not
to exceed amounts which would have been paid if competitively bid), in
"Improvements," as that term is defined in the Work Letter attached hereto as
Exhibit "B," to the Premises on or prior to July 1, 2002.

                  d. ADDITIONAL RENT. In addition to the Basic Rent and any
other amounts constituting additional rent under the Lease or this Sublease to
be paid by Subtenant to Sublandlord, Subtenant shall pay to Sublandlord, as
additional rent, Real Property Taxes (disregarding any Base Real Property
Taxes), Utilities, Increased Insurance Premiums (disregarding any Base
Premiums), Impounds for Tenant's Share of Insurance Premiums and Property Taxes
and Maintenance, Repairs and Alterations (collectively, "Additional Expenses"),
pursuant to the Lease but specifically disregarding any calculation of
Subtenant's liability for Additional Expenses, any protection from such expenses
based on the existence of the Base Real Property Taxes and Base Premiums. In
other words, Subtenant acknowledges that Subtenant shall be liable for 100% of
the Real Property Taxes and Insurance Premiums with respect to the Premises
despite the fact that the Lease provides that Sublandlord only pay increases
therein above certain base levels. Such Additional Expenses shall be payable as
and when such Additional Expenses are payable by Sublandlord to Landlord.
Because the Lease provides for the payment by Sublandlord of some portions of
the Additional Expenses on the basis of estimates thereof, as and when
adjustments between such estimated and actual Additional Expenses are made under
the Lease, the obligations of Sublandlord and Subtenant hereunder shall be
adjusted in a like manner; and if any such adjustment shall occur after the
expiration or earlier termination of the Term, then the obligations of
Sublandlord and Subtenant under this SECTION 4.d. shall survive such expiration
or termination.


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<PAGE>

         5. SECURITY DEPOSIT. Concurrent with Subtenant's execution of this
Sublease, Subtenant shall deposit with Sublandlord a cash security deposit (the
"Security Deposit") in the amount of Four Hundred Thirty Thousand Dollars
($430,000.00) ("Initial Security Deposit") as security for the faithful
performance by Subtenant of all of its obligations under this Sublease. The
parties acknowledge and agree that Three Hundred Thousand Dollars ($300,000.00)
of the Initial Security Deposit is being held to secure the Subtenant's
restoration obligations under this Sublease and that certain Standard
Industrial/Commercial Single-Tenant Lease - Net entered into by and between
Landlord and Subtenant to commence concurrently with the Termination Date ("New
Lease"). On or before July 1, 2004, Subtenant shall deposit with Landlord an
additional cash security deposit of Two Hundred Thousand Dollars ($200,000.00)
("Second Security Deposit") a security for Subtenant's obligations under the New
Lease and Subtenant's failure to so timely deposit the Second Security Deposit
amount with Landlord shall be deemed to be a material default under this
Sublease. On or prior to the Termination Date, Sublandlord agrees to transfer,
assign and convey all unapplied portions of the entire Security Deposit to
Landlord to be held as a security deposit under the New Lease and Subtenant
hereby authorizes and approves of same. If Subtenant defaults with respect to
any provisions of this Sublease, including, but not limited to, the provisions
relating to the payment of any rent, Sublandlord may, but shall not be required
to, apply all or any part of the Security Deposit for the payment of any rent or
any other sum in default, or for the payment of any amount that Sublandlord may
spend or become obligated to spend by reason of Subtenant's default, or to
compensate Sublandlord for any other loss or damage that Sublandlord may suffer
by reason of Subtenant's default. If any portion of the Security Deposit is so
used or applied, Subtenant shall, within ten (10) business days after written
demand therefor, deposit cash with Sublandlord in an amount sufficient to
restore the Security Deposit to the then current amount required under this
Section 5, and Subtenant's failure to do so shall constitute a default under
this Sublease. Any unapplied balance of the Security Deposit as of the
expiration or earlier termination of this Sublease shall be held and/or applied
by Landlord as a security deposit under the New Lease. Subtenant understands and
agrees that the Security Deposit may be commingled with other property of
Landlord and/or Sublandlord, as applicable, and Subtenant shall not be entitled
to any interest on the Security Deposit. Subtenant hereby waives the provisions
of Section 1950.7 of the California Civil Code and all other provisions of law,
now or hereafter in force, which provide that Sublandlord may claim from the
Security Deposit only those sums reasonably necessary to remedy defaults in the
payment of rent, to repair damage caused by Subtenant or to clean the Premises,
it being agreed that Sublandlord may, in addition, claim those sums reasonably
necessary to compensate Sublandlord from any other loss or damage, foreseeable
or unforeseeable, caused by the act or omission of Subtenant or any officer,
director, employee, agent or invitee of Subtenant.

         6. USE. The Premises shall be used for a food processing plant and/or
sales and distribution of industrial products and operations related thereto as
well as any other legal use that relates to the Subtenant's current or future
business operations in food industry so long as such use does not impose an
increased burden on the Premises or any greater risk of Hazardous Material
contamination and shall not be used or permitted to be used for any other
purpose without the prior written consent of Sublandlord and Landlord, which
consent may be withheld in Sublandlord's or Landlord's sole discretion, as the
case may be. All provisions of the Lease regarding use of the Premises
(including, without limitation, Subsections 5.2 through 5.7 inclusive of Article
5, of the Lease) shall apply to the Subtenant.


                                      -4-
<PAGE>

         7. LEASE. As applied to this Sublease, the words "Landlord" and
"Tenant" as used in the Lease shall be deemed to refer to Sublandlord and
Subtenant hereunder, respectively. Subtenant and this Sublease shall be subject
in all respects to the terms of, and the rights of Landlord under, the Lease.
Except as otherwise expressly provided herein, the covenants, agreements, terms,
provisions and conditions of the Lease insofar as they relate to the Premises
and insofar as they are not inconsistent with the terms of this Sublease are
made a part of and incorporated into this Sublease as if recited herein in full,
and the rights and obligations of the "Landlord" and "Tenant" under the Lease
shall be deemed the rights and obligations of Sublandlord and Subtenant,
respectively, hereunder and shall be binding upon and inure to the benefit of
Sublandlord and Subtenant, respectively, except that the time limits contained
in the Lease for the giving of notices, making of demands, or performing of any
act, condition or covenant on the part of Subtenant as "Tenant" under the Lease
or for the exercise by Sublandlord as "Landlord" under the Lease of any right,
remedy or option, are changed for the purposes of incorporation herein by
shortening the same in each instance by two (2) business days so that in each
instance Subtenant shall have two (2) business days less time to observe or
perform under this Sublease than Sublandlord has as "Tenant" under the Lease. As
between the parties hereto only, in the event of a conflict between the terms of
the Lease and the terms of this Sublease, the terms of this Sublease shall
control only to the extent they are inconsistent with the terms of the Lease and
their respective counterpart provisions in the Lease shall be excluded only to
such extent.

         8. EXCLUDED PROVISIONS. Notwithstanding the incorporation of the Lease
into this Sublease, the following provisions shall not apply: Sections 1.01,
1.02, 1.03, 1.05, 1.07, 1.08, 1.09, 1.10, 1.12(a), 1.13, 1.14, 2.01, 2.02, 2.03,
2.04, 3.01, 3.02, 3.03, 4.02 (only any reference to payment of Base Real
Property Taxes by Sublandlord (as "landlord" under the Lease) as Subtenant shall
be 100% liable for all Real Property Taxes payable by Landlord with respect to
the Premises and the inserted typed language at the end of Section 4.02(b)),
4.04(a) (only the reference to "1,000,000" shall be deleted and replaced with
the word "$2,000,000"), 4.04(b) (only any reference to payment of Base Premiums
by Sublandlord (as "landlord" under the Lease) as Subtenant shall be 100% liable
for all insurance premiums for Property and Rental Income Insurance payable by
Landlord with respect to the Premises), 6.04(a) (7th, 8th and 9th lines thereof
only), 6.06 (the inserted typed language only), 7.01(c), 14.01, 14.02, 14.03 and
14.04 of the Lease and Paragraphs 1, 4, 6, 7 (only the reference to "Two Hundred
($200.00) Dollars" shall be deleted and replaced with the words "One Thousand
Dollars ($1,000)" and the last line of such paragraph), 8, 9 and 10 of the
Addendum Rider to the Lease and the Option to Extend Term Lease Rider.


                                      -5-
<PAGE>

         9. LANDLORD'S PERFORMANCE UNDER LEASE. Subtenant recognizes that
Sublandlord is not in a position to render any of the services or to perform any
of the obligations required by Sublandlord by the teens of this Sublease.
Therefore, notwithstanding anything to the contrary contained in this Sublease,
Subtenant agrees that performance by Sublandlord of its obligations hereunder
are conditional upon due performance by Landlord of its corresponding
obligations under the Lease and Sublandlord shall not be liable to Subtenant for
any default of Landlord under the Lease. Subtenant shall not have any claim
against Sublandlord by reason of Landlord's failure or refusal to comply with
any of the provisions of the Lease, unless such failure or refusal is a result
of Sublandlord's act or failure to act, and Subtenant shall pay Basic Rent,
Additional Expenses and additional rent and all other charges provided for
herein without any abatement, deduction or set-off whatsoever, except as
expressly set forth herein. Subtenant covenants and warrants that it fully
understands and agrees to be subject to and bound by all of the. covenants,
agreements, terms, provisions and conditions of the Lease, except as modified
herein. Furthermore, Subtenant and Sublandlord further covenant not to take any
action or do or perform any act or fail to perform any act which would result in
the failure or breach of any of the covenants, agreements, terms, provisions or
conditions of the Lease on the part of the Tenant thereunder. Sublandlord hereby
irrevocably assigns to Subtenant on a non-exclusive basis all of Sublandlord's
rights to enforce any provision of the Lease against Landlord, except to the
extent modified or specifically limited by this Sublease. Whenever the consent
of Landlord shall be required by, or Landlord shall fail to perform its
obligations under, the Lease, Sublandlord agrees to use commercially reasonable
efforts to obtain such consent (as more specifically provided in Section 10,
below) and/or performance on behalf of Subtenant. So long as Subtenant is not in
default under this Sublease, Sublandlord covenants as follows: (i) not to
voluntarily terminate the Lease (except in the event of damage or destruction or
condemnation and in accordance with Sublandlord's rights under the Lease or in
any other manner in which Subtenant's rights hereunder are preserved); (ii) not
to modify the Lease so as to adversely affect Subtenant's rights hereunder; and
(iii) to take all commercially reasonable actions necessary to preserve the
Lease (except as a result of a Subtenant default). Sublandlord shall indemnify,
defend and hold Subtenant harmless from all claims, costs and liabilities,
including reasonable attorneys' fees and costs, arising out of or in connection
with the breach by Sublandlord of any of the covenants set forth in the
immediately preceding sentence. Notwithstanding the foregoing or any other
provisions of this Sublease, if Landlord breaches the Lease or any provision of
the "Consent," as that term is defined below, and Sublandlord fails, after using
reasonable efforts, to cause Landlord under the Lease to observe and/or perform
its obligations under the Lease, Subtenant shall have the right, upon prior
written notice to Sublandlord, at its option, to bring an action in Subtenant's
own name or in Sublandlord's name to accomplish such purpose and Sublandlord,
upon Subtenant's reasonable request and at Subtenant's sole cost and expense,
shall reasonably cooperate with Subtenant in this regard. In addition, Subtenant
shall be entitled to any abatement of rent otherwise payable by Subtenant
hereunder, including Additional Rent, to the extent Sublandlord is entitled to
abatement of rent under the Lease for such event or circumstance. Subtenant
shall defend, indemnify and hold Sublandlord harmless from all claims, costs and
liabilities, including reasonable attorneys' fees and costs, arising out of or
in connection with any such action by Subtenant, including the posting of a bond
or similar security when appropriate, unless such actions are required as a
result of Sublandlord's breach of any of its covenants set forth in items (i) -
(iii) above. Subtenant agrees that except as otherwise expressly provided
herein, Sublandlord shall not be required to dispute any determinations or other
assertions or claims of Landlord regarding the rights or obligations of
Sublandlord under the Lease for which Subtenant is or may be responsible under
this Sublease or by which Subtenant may be bound.


                                      -6-
<PAGE>

         10. CONSENTS. All references in this Sublease to the consent or
approval of Landlord and/or Sublandlord shall be deemed to mean the written
consent or approval of Landlord and/or Sublandlord, as the case may be, and no
consent or approval of Landlord and/or Sublandlord, as the case may be, shall be
effective for any purpose unless such consent or approval is set forth in a
written instrument executed by Landlord and/or Sublandlord, as the case may be.
In all provisions requiring the approval or consent of Sublandlord (whether
pursuant to the express terms of this Sublease or the terms of the Lease
incorporated herein), Subtenant shall be required to obtain the approval or
consent of Landlord and then to obtain like approval or consent of Sublandlord;
provided, however, that: (a) application for Sublandlord's approval or consent
may be submitted by Subtenant prior to receipt of Landlord's approval or
consent; (b) Sublandlord shall respond to such application for approval or
consent within a reasonable time after receipt thereof but need not respond
prior to receipt from Landlord if its consent; and (c) Sublandlord may condition
its approval or consent upon the subsequent receipt by Subtenant of Landlord's
unconditional approval or consent to such application. If Sublandlord is
required or has determined to give its consent or approval, Sublandlord shall
cooperate reasonably with Subtenant in endeavoring to obtain Landlord's consent
or approval upon and subject to the following terms and conditions: (i)
Subtenant shall reimburse Sublandlord for any reasonable out-of-pocket costs
incurred by Sublandlord in connection with seeking such consent or approval;
(ii) Sublandlord shall not be required to make any payments to Landlord or to
enter into any agreements or to modify the Lease or this Sublease in order to
obtain any such consent or approval; and (iii) if Subtenant agrees or is
otherwise obligated to make any payments to Sublandlord or Landlord in
connection with such request for such consent or approval, Subtenant shall have
made arrangements for such payments which are reasonably satisfactory to
Sublandlord. If Subtenant asks Sublandlord in writing to request Landlord to
give Landlord's consent or approval in any situation where such consent or
approval is required hereunder or under the Lease, if such request contains the
form and substance of the request prepared for Sublandlord's signature and is
reasonably acceptable to Sublandlord, Sublandlord shall promptly request such
consent or approval from Landlord. Nothing contained in this SECTION 10 shall be
deemed to require Sublandlord to give any consent or approval because Landlord
has given such consent or approval. Whenever either party to this Sublease
agrees not to unreasonably withhold its consent, such consent shall also not be
unreasonably delayed or conditioned.

         11. CONSENT OF LANDLORD. This Sublease shall not be effective until
Landlord has signed and delivered to Sublandlord and Subtenant its written
consent to this Sublease (the "Consent") in the form of Exhibit "A" attached
hereto and made a part hereof, and Landlord and Subtenant have executed and
delivered the Future Lease.

         12. EFFECT OF SUBLEASE AND LANDLORD'S CONSENT. Notwithstanding this
Sublease and the Consent:

                  a. Such Consent will not release Sublandlord of its
obligations or alter the primary liability of Sublandlord to pay the rent and
perform and comply with all of the obligations of Sublandlord to be performed
under the Lease. By Landlord's consent hereto, Landlord does not consent or
agree to any modifications of the Lease;


                                      -7-
<PAGE>

                  b. The acceptance of rent or any other sums by Landlord from
Subtenant and/or anyone else liable under the Lease shall not be deemed a waiver
by Landlord of any provisions of the Lease;

                  c. Landlord's consent to this Sublease shall not constitute a
consent to any subsequent subletting or assignment;

                  d. In the event of any default of Sublandlord under the Lease,
Landlord may proceed directly against Sublandlord or anyone else liable under
the Lease without first exhausting Landlord's remedies against any other person
or entity liable thereon to Landlord;

                  e. Except as specifically agreed to in the Consent, Landlord
does not agree to attorn to Subtenant upon a termination of the Lease. In the
event Landlord succeeds to Sublandlord's interest under the Lease, whether as a
result of a default under the Lease and in termination thereof or otherwise,
then except as specifically agreed to in the Consent, Landlord, at its option
and without being obligated to do so, may require Subtenant to attorn to
Landlord. In such event (but not otherwise), Landlord shall undertake the
obligations of Sublandlord under this Sublease from the time of the exercise of
said option to terminate this Sublease, but Landlord shall not be liable for any
prepaid rents in excess of one (1) month's rent paid by Subtenant, nor shall
Landlord be liable for any other defaults of Sublandlord under this Sublease. As
specifically agreed to in the Consent, Landlord shall be liable to Subtenant
for, and shall credit Subtenant with, the unapplied portions of the Initial
Security Deposit paid by Subtenant to Sublandlord pursuant to Section 5 of this
Sublease and the unapplied portions of the Second Security Deposit to be paid
directly to Landlord on or prior to July 1, 2004, if paid. Except as
specifically agreed to in the Consent, including without limitation, Section 5
thereof, in the event of termination of the Lease and if Landlord does not
require Subtenant to attorn to Landlord, Subtenant shall have no further right
to possession of the Premises; and

                  f. No amendments, changes or modifications shall be made to
this Sublease without the prior written consent of Landlord.

         13. NOTICES. Any and all notices, approvals or demands required or
permitted under this Sublease shall be in writing, shall be served either
personally, by United States certified mail, postage prepaid, return receipt
requested or by reputable overnight carrier and, shall be deemed to have been
given or made on the day on which it was received and shall be addressed to the
parties at the addresses set forth below. Any party may, from time to time, by
like notice, give notice of any change of address, and in such event, the
address of such party shall be deemed to have been changed accordingly. The
address for each party is:

         If to Sublandlord:         Ernest Paper Products, Inc.
                                    5777 Smithway Street
                                    Commerce, California 90040
                                    Attention: Charles Wilson

         If to Subtenant:           Overhill Farms, Inc.
                                    At the Premises


                                      -8-
<PAGE>

         With a copy to:            Albert B. Greco, Jr., Esq.
                                    Law Offices of Albert B. Greco, Jr.
                                    16901 N. Dallas Parkway, Suite 230
                                    Addison, Texas 75001
                                    Facsimile No.: 972/818-7343

Sublandlord acknowledges that Landlord is required to provide Subtenant with
notice of any Sublandlord breach under the Lease and that Subtenant was granted
the right, but not the obligation, to cure any such default by Sublandlord which
was not otherwise Subtenant's obligation hereunder and Sublandlord hereby grants
to Subtenant the right to so cure and hereby agrees that Subtenant shall be
entitled to a dollar for dollar reduction in rent payable to Sublandlord
hereunder for all sums so expended.

         14. BROKERS. Sublandlord and Subtenant warrant to each other and to
Landlord that each has had no dealings with any real estate broker or agent in
connection with the negotiation of this Sublease, except for Colliers Seeley and
William D. Feldman Associates (collectively, the "Broker"), whose commissions
shall be payable solely by Sublandlord pursuant to a separate written agreement
and that neither Sublandlord nor Subtenant knows of any real estate broker or
agent (other than the Broker) who is or might be entitled to a commission in
connection with this Sublease. Sublandlord and Subtenant each hereby agree to
indemnify, defend and hold harmless the other and Landlord from and against any
losses, causes of action, liabilities, damages, claims, demands, costs and
expenses (including reasonable attorneys' fees and costs) incurred, or to be
incurred, by reason of any breach of the foregoing warranty by either party
hereto with respect to any such dealings with any and all real estate broker(s)
or agent(s) (other than the Broker).

         15. INSURANCE PROCEEDS AND AWARDS. Notwithstanding anything contained
in the Lease to the contrary, as between Sublandlord and Subtenant only, all
insurance proceeds or condemnation awards received by Sublandlord under the
Lease shall be deemed to be the property of Sublandlord, except to the extent
the same relate to Subtenant's personal property or trade fixtures and with
respect to condemnation awards only, business interruption or relocation.

         16. INDEMNITY. Subtenant hereby agrees to indemnify, protect, defend
and hold Sublandlord harmless from and against any and all claims, losses and
damages, including without limitation, reasonable attorneys' fees and
disbursements, (A) which may at any time be asserted against Sublandlord by (i)
Landlord for failure of Subtenant to perform any of the covenants, agreements,
terms, provisions or conditions contained in the Lease which by reason of the
provisions of this Sublease Subtenant is obligated to perform, or (ii) any
person by reason of Subtenant's use and/or occupancy of the Premises, or (iii)
for loss of or damage to any property of Subtenant on or about the Premises,
except if caused by Sublandlord's or Landlord's gross negligence or willful
misconduct, or (B) resulting from any failure by Subtenant to comply with the
terms of this Sublease and the Lease, except to the extent any of the foregoing
is caused by the gross negligence or willful misconduct of Sublandlord.
Sublandlord hereby agrees to indemnify, protect, defend and hold harmless
Subtenant from and against any and all environmental damages, including the cost
of remediation, which existed as a result of Hazardous Materials (as defined in
the Future Lease) on the Premises as a result of any act or omission of

                                      -9-
<PAGE>

Sublandlord or which were introduced onto the Premises while Sublandlord was in
possession of the Premises prior to the date Subtenant first took occupancy of
all or a portion of the Premises, or which are or were caused by the gross
negligence or willful misconduct of Sublandlord. Sublandlord's obligations, as
and when required by Applicable Requirements (as defined in the Future Lease),
shall include, but not be limited to, the cost of investigation, removal
remediation and/or abatement. The provisions of this SECTION 16 shall survive
the expiration or earlier termination of the Lease and/or this Sublease, or the
failure of Sublandlord to perform its obligations hereunder.

         17. INSURANCE. Subtenant shall comply with all of the insurance
requirements and obligations of Sublandlord (applicable to the Premises), as
tenant under the Lease, as modified by this Sublease, and shall, whether
required by the Lease or not, name Landlord and Sublandlord as additional
insureds, as their interests may appear, on all policies of insurance required
to be carried by Subtenant hereunder or thereunder.

         18. HOLDOVER. Notwithstanding anything to the contrary contained in the
Lease, if Subtenant fails to surrender the Premises upon an early termination of
this Sublease, with or without the express or implied consent of Sublandlord,
Subtenant shall pay rent during such tenancy at a monthly rate equal to one
hundred fifty percent (150%) of the rent applicable under this Sublease during
the last period of the Term prior to such early termination and, in addition to
any and all other liabilities of Subtenant to Sublandlord accruing therefrom and
any and all other rights and remedies of Sublandlord provided herein, at law, or
in equity, Subtenant shall protect, defend, indemnify and hold Sublandlord
harmless from all loss, cost (including reasonable attorneys' fees) and
liability resulting from such failure to surrender the Premises, including,
without limiting the generality of the foregoing, any claims made by any
succeeding tenant founded upon such failure to surrender, and any losses
suffered by Sublandlord, including loss profits.

         19. WAIVER AND CONSENT. Upon execution of this Sublease and upon
Subtenant's request from time to time, Sublandlord shall, and will cause
Landlord to, execute a waiver and consent in the form of Exhibit "C" attached
hereto and made a part hereof or such other form as is reasonably acceptable to
Sublandlord.

         20. OVERHILL CORPORATION. Sublandlord hereby acknowledges that
Subtenant is currently a subsidiary of Overhill Corporation and that Overhill
Corporation is in the process of spinning Subtenant off into a separate publicly
traded corporation. Sublandlord hereby consents to the spin-off and agrees that
no further consent to such transaction by Sublandlord shall be necessary
hereunder and that the spin-off or other dividend distribution of the stock of
Subtenant held by Overhill Corporation shall not constitute a change of control
of Subtenant or an assignment of this Sublease. Subtenant agrees that if such
spin-off does not occur on or prior to July 1, 2002, Subtenant shall cause
Overhill Corporation to execute and deliver a guaranty of the Sublease to
Sublandlord substantially in the form of Exhibit "D" attached hereto and made a
part hereof.

         21. SEVERABILITY. If any term or provision of this Sublease or the
application thereof to any person or circumstances shall, to any extent, be
invalid and unenforceable, the remainder of this Sublease or the application of
such term or provision to persons or circumstances other than those as to which
it is held invalid or unenforceable, shall not be affected thereby and each term
or provision of this Sublease shall be valid and be enforced to the fullest
extent permitted by law.


                                      -10-
<PAGE>

         22. ENTIRE AGREEMENT; WAIVER. This Sublease contains the entire
agreement between the parties hereto and shall be binding upon and inure to the
benefit of their respective heirs, representatives, successors and permitted
assigns. Any agreement hereinafter made shall be ineffective to change, modify,
waive, release, discharge, terminate or effect an abandonment hereof, in whole
or in part, unless such agreement is in writing and signed by the parties
hereto.

         23. FURTHER ASSURANCES. The parties hereto agree that each of them,
upon the request of the other party, shall execute and deliver, in recordable
form if necessary, such further documents, instruments or agreements and shall
take such further action that may be necessary or appropriate to effectuate the
purposes of this Sublease.

         24. ATTORNEYS' FEES. In the event of the bringing of any action or suit
by any part or parties hereto against another party or parties hereunder
alleging a breach of any of the covenants, conditions, agreements or provisions
of this Sublease, the prevailing party or parties shall recover all reasonable
costs and expenses of suit, including without limitation, reasonable attorneys'
fees, consultants fees and fees of expert witnesses.

         25. CHOICE OF LAW. This Sublease shall be governed by and construed in
accordance with the laws of the State of California.

         26. POWER AND AUTHORITY. Each of the persons executing this Sublease on
behalf of Subtenant and Sublandlord respectively warrant and represent to the
other that they have full power and authority to execute this Sublease and bind
their respective parties hereto.

         27. COUNTERPARTS. This Sublease may be executed in one or more
counterparts, each of which shall be deemed original, and all of which together
shall constitute one and the same instrument.

         IN WITNESS WHEREOF, the parties hereto have executed this Sublease to
be effective as of the day and year first above written.

                                             "SUBTENANT"

                                             OVERHILL FARMS, INC.,
                                             a Nevada corporation


                                             By: /s/ James Rudis
                                                 -------------------------------
                                                 Name: James Rudis
                                                 Its:  President


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




                                      -11-
<PAGE>



                    [SIGNATURES CONTINUED FROM PREVIOUS PAGE]


                                             "SUBLANDLORD"

                                             ERNEST PAPER PRODUCTS, INC.,
                                             a California corporation


                                             By: /a/ A. Charles Wilson
                                                 -------------------------------
                                                 Name: a. Charles Wilson
                                                 Its: illegible


                                             By: /s/ Timothy Wilson
                                                 -------------------------------
                                                 Name: Timothy Wilson
                                                 Its: President




                                      -12-
<PAGE>


                                   EXHIBIT "A"

                          CONSENT TO SUBLEASE AGREEMENT


         THIS CONSENT TO SUBLEASE AGREEMENT (this "Agreement") is made as of
January 1, 2002 by and among VERNON ASSOCIATES, LLC, a California limited
liability company ("Landlord"), ERNEST PAPER PRODUCTS, INC., a California
corporation ("Tenant"), and OVERHILL FARMS, INC., a Nevada corporation
("Subtenant").

                                 R E C I T A L S
                                 ---------------

         A. Reference is hereby made to that certain Industrial Real Estate
Lease (Single-Tenant Facility) dated as of April 22, 1994, by and between
Landlord and Tenant (the "Lease"), for the approximately 147,210 square foot
one-story tilt up warehouse (the "Premises") located at 2727 E. Vernon Avenue,
Vernon, California 90058 (the "Building").

         B. Pursuant to the terms of ARTICLE 9 of the Lease, Tenant has
requested Landlord's consent to that certain Sublease, dated January 1, 2002, by
and between Tenant and Subtenant (the "Sublease"), with respect to a subletting
by Subtenant of the Premises. A copy of the Sublease is attached hereto as
Exhibit "A". Landlord is willing to consent to the Sublease upon the terms and
conditions contained herein.

         C. All defined terms not otherwise expressly defined herein shall have
the respective meanings given in the Lease.

                                A G R E E M E N T

         1. SUBLEASE. The words "Landlord" and "Tenant" as used in the Lease
shall be deemed to refer to "Sublandlord" and "Subtenant" under the Sublease. As
such, Subtenant and the Sublease shall be subject in all respects to the terms
and the rights of Landlord and Tenant under the Lease. Except as otherwise
expressly provided herein, the covenants, agreements, terms, provisions and
conditions of the Lease insofar as they relate to the Premises and insofar as
they are not inconsistent with the terms of the Sublease are made a part of and
incorporated into the Sublease as if recited therein in full, and the rights and
obligations of Landlord and Tenant under the Lease shall be deemed the rights
and obligations of Tenant and Subtenant respectively under the Sublease and
shall be binding upon and inure to the benefit of Tenant and Subtenant
respectively. Further, in the event of a conflict between the terms of the Lease
and the terms of the Sublease, the terms of the Sublease shall control only to
the extent they are inconsistent with the terms of the Lease and their
respective counterpart provisions in the Lease shall be excluded only to such
extent. Notwithstanding the foregoing and anything to the contrary in the
Sublease or herein, Subtenant shall comply with all of the insurance
requirements and obligations of Tenant as tenant under the Lease, and shall,
whether required by the Sublease or not, name Landlord and Tenant as additional
insureds, as their interests may appear, on all policies of insurance required
to be carried by Tenant thereunder.



<PAGE>

         2. LANDLORD'S CONSENT. Landlord hereby consents to the Sublease;
provided, however, notwithstanding anything contained in the Sublease to the
contrary, such consent is granted by Landlord only upon the terms and conditions
set forth in this Agreement. The Sublease is subject and subordinate to the
Lease. Landlord shall not be bound by any of the terms, covenant, conditions,
provisions or agreements of the Sublease.

         3. NON-RELEASE OF TENANT; FURTHER TRANSFERS. Neither the Sublease nor
this Agreement shall release or discharge Tenant from any liability, whether
past, present or future, under the Lease or alter the primary liability of the
Tenant to pay the rent and perform under the Lease (including the payment of all
bills rendered by Landlord for charges incurred by Subtenant for services and
materials supplied to the Premises). Neither the Sublease nor this Agreement
shall be construed as a waiver of Landlord's right to consent to any further
subletting either by Tenant or by Subtenant or to any assignment by Tenant of
the Lease or assignment by Subtenant of the Sublease, or as a consent to any
portion of the Premises being used or occupied by any other party. Landlord may
consent to subsequent sublettings and assignments of the Lease or the Sublease
or any amendments or modifications thereto without notifying Tenant or anyone
else liable under the Lease and without obtaining their consent. No such action
by Landlord shall relieve such persons from any liability to Landlord or
otherwise with regard to the Premises.

         4. RELATIONSHIP WITH LANDLORD. Tenant hereby assigns and transfers to
Landlord Tenant's interest in the Sublease and all rentals and income arising
therefrom, subject to terms of this Section 4. Landlord, by consenting to the
Sublease agrees that until a default shall occur in the performance of Tenant's
obligations under the Lease, Tenant may receive, collect and enjoy the rents
accruing under the Sublease. In the event Tenant shall default in the
performance of its obligations to Landlord under the Lease beyond applicable
notice and cure periods (whether or not Landlord terminates the Lease), Landlord
may, at its option by notice to Tenant, either (i) terminate the Sublease,
subject to SECTION 5 below, (ii) elect to receive and collect, directly from
Subtenant, all rent and any other sums owing and to be owed under the Sublease,
as further set forth in Section 4.1, below, or (iii) elect to succeed to
Tenant's interest in the Sublease and cause Subtenant to attorn to Landlord, as
further set forth in SECTION 4.2, below. Landlord agrees to copy Subtenant (or
later notify Subtenant thereof) on any notice of default delivered to Tenant
under the Lease, but Landlord shall not be in default hereunder as a result of a
failure to timely deliver any such notice. Landlord and Tenant acknowledge and
agree that Subtenant shall have the right, but not the obligation (except for
obligations which are Subtenant's obligations under the Sublease), to cure any
such Tenant default. Landlord and Tenant agree that if Subtenant cures any such
Tenant default which was not otherwise Subtenant's obligation under the
Sublease, Subtenant shall be entitled to a dollar for dollar reduction in rent
payable to Tenant under the Sublease for all sums so expended.

                  4.1 LANDLORD'S ELECTION TO RECEIVE RENTS. Landlord shall not,
by reason of the Sublease, nor by reason of the collection of rents or any other
sums from the Subtenant pursuant to SECTION 4(II), above, be deemed liable to
Subtenant for any failure of Tenant to perform and comply with any obligation of
Tenant except with respect to Subtenant's prepaid rents to Tenant of less than
one (1) month and except that Landlord shall be liable to Subtenant for, and
shall credit Subtenant with, the unapplied portions of the original Security
Deposit paid by Subtenant to Sublandlord in the amount of Four Hundred Thirty
Thousand Dollars ($430,000.00) ("Initial Security Deposit") and the unapplied
portions of the additional Security Deposit paid by Subtenant to Landlord on or
prior to July 1, 2004, if paid to Landlord, in the amount of Two Hundred
Thousand Dollar ($200,000.00) ("Second Security Deposit"), pursuant to Section 5

                                      -2-
<PAGE>

of the Sublease (although Landlord shall not be liable for any amounts of the
Initial Security Deposit or Second Security Deposit which Tenant claims Tenant
applied in accordance with the terms of the Sublease). Tenant hereby irrevocably
authorizes and directs Subtenant, upon receipt of any written notice from
Landlord stating that a default exists in the performance of Tenant's
obligations under the Lease, to pay to Landlord the rents and any other sums due
and to become due under the Sublease. Tenant agrees that Subtenant shall have
the right to rely upon any such statement and request from Landlord, and that
Subtenant shall pay any such rents and any other sums to Landlord without any
obligation or right to inquire as to whether such default exists and
notwithstanding any notice from or claim from Tenant to the contrary. Tenant
shall not have any right or claim against Subtenant for any such rents or any
other sums so paid by Subtenant to Landlord. Landlord shall credit Tenant with
any rent received by Landlord under such assignment but the acceptance of any
payment on account of rent from the Subtenant as the result of any such default
shall in no manner whatsoever be deemed an attornment by the Landlord to
Subtenant or by Subtenant to Landlord, be deemed a waiver by Landlord of any
provision of the Lease, or serve to release Tenant from any liability under the
terms, covenants, conditions, provisions or agreements under the Lease.
Notwithstanding the foregoing, any other payment of rent from the Subtenant
directly to Landlord, regardless of the circumstances or reasons therefor, shall
in no manner whatsoever be deemed an attornment by the Subtenant to Landlord in
the absence of a specific written agreement signed by Landlord to such an
effect. Notwithstanding anything to the contrary contained herein, Landlord
agrees that any payments made by Subtenant to Tenant prior to the date that
Landlord notifies Subtenant in writing that Tenant is in monetary default under
the Lease shall so satisfy Subtenant's obligations under the Sublease which have
been paid.

                  4.2 LANDLORD'S ELECTION OF TENANT'S ATTORNMENT. In the event
Landlord elects, at its option, to cause Subtenant to attorn to Landlord
pursuant to SECTION 4(III), above, Landlord shall undertake the obligations of
Tenant under the Sublease from the time of the exercise of the option, but
Landlord shall not (a) be liable for any prepayment of more than one month's
rent or any security deposit paid by Subtenant, except as provided in SECTION
4.1, above, (b) be liable for any previous act or omission of Tenant under the
Lease or for any other defaults of Tenant under the Sublease, (c) be subject to
any defenses or offsets previously accrued which Subtenant may have against
Tenant, or (d) be bound by any changes or modifications made to the Sublease
without the written consent of Landlord.

         5. NON-DISTURBANCE. The parties acknowledge that Landlord and Subtenant
are concurrently entering into that certain Standard Industrial/Commercial
Single-Tenant Lease - Net (the "New Lease") that commences upon the expiration
of the Sublease. Notwithstanding anything to the contrary contained herein, in
the event the Lease is terminated prior to the expiration thereof as a result of
a default by Tenant under the Lease and Subtenant is not then in default under
the Sublease beyond all applicable notice and cure periods, Landlord agrees that
it shall recognize the Sublease and not disturb such Subtenant's possession of
the Premises due to such termination; provided that (i) Landlord shall not be
liable for any act or omission of Tenant or for any other defaults of Tenant
under the Sublease; (ii) Landlord shall not be subject to any offsets or


                                      -3-
<PAGE>

defenses which the Subtenant might have as to Tenant or to any claims for
damages against Tenant, nor shall Landlord be obligated to fund to, or for the
benefit of, Subtenant, any undisbursed tenant improvement or refurbishment
allowance or other allowances or monetary concessions; (iii) Landlord shall not
be required or obligated to credit the Subtenant with any rent, security deposit
or additional rent paid by the Subtenant to Tenant, except as provided in
Section 4.I, above; (iv) Landlord shall not be bound by any provisions of the
Sublease which are inconsistent with the terms and conditions of the Lease or by
any changes or modifications made to the Sublease without the prior written
consent of Landlord; (v) such recognition shall be effective upon, and Landlord
shall be responsible for performance of only those covenants and obligations of
Tenant pursuant to the Sublease accruing after, the termination of the Lease;
and (vi) the Subtenant shall make full and complete attornment to Landlord, as
lessor, pursuant to a commercially reasonable written agreement executed by
Landlord and the Subtenant, so as to establish direct privity of contract
between Landlord and the Subtenant with the same force and effect as though the
Sublease was originally made directly between Landlord and the Subtenant. Upon
Landlord's written request given any time after the termination of the Lease,
the Subtenant shall execute an amendment to the New Lease accelerating the
"Commencement Date," as that term is defined in the New Lease, to the date of
execution of such amendment with appropriate modifications to the New Lease to
incorporate the economic terms of the Sublease which are applicable to the
period of time before the Commencement Date would have otherwise occurred.

         6. CONDITIONS PRECEDENT. This Agreement shall not become effective
until all of the following conditions precedent have been fully satisfied: (a)
Tenant and Subtenant shall have executed and delivered an original counterpart
of this Agreement to Landlord; (b) Subtenant and Tenant shall have fully
executed and delivered to Landlord an original Sublease; (c) Subtenant shall
have executed and delivered an original counterpart of the New Lease to
Landlord; (d) Landlord shall have executed and delivered an original counterpart
of the New Lease to Subtenant; (e) Landlord shall have executed and delivered an
original counterpart of this Agreement to all parties hereof; and (f) Tenant
shall have delivered a fully executed Personal Guaranty and a fully executed
Security Agreement (and any documents required thereby) to Landlord in
accordance with SECTION 9 below. Tenant agrees to reimburse Landlord the sum of
[TDB] Dollars ($ TBD] ) for processing fees and attorneys' fees and
disbursements incurred by Landlord for services rendered by its attorneys in
connection with the subletting and this Agreement, which amount shall be deemed
to be due and payable by Tenant to Landlord as additional rent under the Lease

         7. LEASE PROVISIONS. Landlord and Tenant hereby agree that the Option
to Extend Term Lease Rider and Paragraph 8 of the Addendum Rider, both attached
to and a part of the Lease, are hereby deleted in their entirety and of no
further force or effect.

         8. SECURITY DEPOSIT. On or prior to the "Termination Date," as such
term is defined in the Sublease, Tenant agrees to transfer, assign and convey
all unapplied portions of the Security Deposit (including the Initial Security
Deposit and the Second Security Deposit) to Landlord to be held as a security
deposit under the New Lease and Subtenant hereby authorizes and approves the
same. If Tenant fails to so timely transfer, assign and convey all unapplied
portions of the Security Deposit (including the Initial Security Deposit and the
Second Security Deposit) to Landlord, such failure shall be deemed to be a
material default under Section 10.02(b) of the Lease. Notwithstanding the
failure of Tenant to timely transfer, assign and convey the Security Deposit
(including the Initial Security Deposit and the Second Security Deposit) to
Landlord, Landlord shall be liable to Subtenant for and shall credit Subtenant
with the entire amount of the unapplied portions of the Initial Security Deposit
and the unapplied portions of the Second Security Deposit (but with respect to
the Second Security Deposit, only if paid to Landlord) as specifically set forth
in SECTION 4.1, above.


                                      -4-
<PAGE>

         9. GUARANTY. In order to ensure and secure Tenant's obligation to pay
the unapplied portion of the Initial Security Deposit to Landlord (and to
provide reasonable and detailed backup regarding any amounts so applied),
Wilson, Wilson & Wilson, a California general partnership, shall guaranty such
obligation to Landlord. In connection with such guaranty, Wilson, Wilson &
Wilson shall execute and deliver to Landlord concurrently with Tenant's
execution of this Agreement, a Personal Guaranty in the form attached hereto as
Exhibit "C" and made a part hereof, and a Security Agreement in the form
attached hereto as Exhibit "D" and made a part hereof (and any other
documentation required thereby) and, in addition, Tenant hereby consents to and
agrees that the current security deposit being held by Landlord under the Lease
in the amount of Forty Three Thousand Eight Hundred Thirty-Two and 34/100
Dollars ($43,832.34) may also be used by Landlord and applied against Tenant's
obligation to pay the Initial Security Deposit to Landlord.

         10. TENANT ADDITIONAL OBLIGATIONS. Tenant agrees that if the Subtenant
ceases business operations from the Premises for any reason during the term of
the Sublease, at Landlord's sole option, Tenant shall return the Premises to the
condition required by SECTION 6.0 of the Lease, except that Tenant shall have no
obligation to alter the renovations to the rear loading area or any other
alterations which Landlord, at its sole option, elects to retain.

         11. HAZARDOUS MATERIALS. Landlord hereby agrees to indemnify, protect,
defend and hold harmless Subtenant from and against any and all environmental
damages, including the cost of remediation, which existed as a result of
Hazardous Materials (as defined in the New Lease) on the Premises prior to the
date Tenant first took occupancy of all or any portion of the Premises or which
were caused by the gross negligence or willful misconduct of Landlord.
Landlord's obligations, as and when required by Applicable Requirements (as
defined in the New Lease), shall include, but not be limited to, the cost of
investigation, removal, remediation and/or abatement and shall survive the
expiration or termination of the Sublease and this Agreement.

         12. GENERAL PROVISIONS.

                  12.1 CONSIDERATION FOR SUBLEASE. Tenant and Subtenant
represent and warrant that there are no additional payments of rent or any other
consideration of any type payable by Subtenant to Tenant with regard to the
Premises other than as disclosed in the Sublease.

                  12.2 BROKERAGE COMMISSION. Tenant and Subtenant covenant and
agree that under no circumstances shall Landlord be liable for any brokerage
commission or other charge or expense in connection with the Sublease or the New
Lease. Landlord and Tenant agree that all brokerage commissions with respect to
the New Lease and Sublease shall be paid in accordance with the provisions of
Exhibit "B" attached hereto. Tenant and Subtenant agree to protect, defend
indemnify and hold Landlord harmless from and against the same and from any cost
or expense (including, but not limited to, attorney's fees) incurred by Landlord
in resisting any claim for any such brokerage commission.


                                      -5-
<PAGE>

                  12.3 CONTROLLING LAW. The terms and provisions of this
Agreement shall be construed in accordance with and governed by the laws of the
State of California.

                  12.4 BINDING EFFECT. This Agreement shall be binding upon and
inure to the benefit of the parties hereto, their heirs, successors and
permitted assigns. As used herein, the singular number includes the plural and
the masculine gender includes the feminine and neuter.

                  12.5 CAPTIONS. The section captions utilized herein are in no
way intended to interpret or limited the terms and conditions hereof; rather,
they are intended for purposes of convenience only.

                  12.6 PARTIAL INVALIDITY. If any term, provision or condition
contained in this Agreement shall, to any extent, be invalid or unenforceable,
the remainder of this Agreement, or the application of such term, provision or
condition to persons or circumstances other than those with respect to which it
is invalid or unenforceable, shall not be affected thereby, and each and every
other term, provision and condition of this Agreement shall be valid and
enforceable to the fullest extent permitted by law.

                  12.7 ATTORNEYS' FEES. If either party commences litigation
against the other for the specific performance of this Agreement, for damages
for the breach hereof 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.

                  12.8 COUNTERPARTS. This Agreement may be executed in one or
more counterparts, each of which shall be deemed original, and all of which
together shall constitute one and the same instrument.

                  12.9 FURTHER ASSURANCES. The parties hereto agree that each of
them, upon the request of the other party, shall execute and deliver, in
recordable form if necessary, such further documents, instruments or agreements
and shall take such further action that may be necessary or appropriate to
effectuate the purposes of this Sublease.

                  12.10 WAIVER AND CONSENT. Upon execution of this Agreement and
upon Subtenant's and Tenant's request from time to time, Landlord shall execute
a waiver and consent in the form of Exhibit "C" attached to the Sublease or such
other form as is reasonably acceptable to Landlord with appropriate changes
based on the fact that Landlord is executing such document. In addition,.
Landlord and Tenant acknowledge that the Sublease will be hypothecated and
pledged as collateral to Subtenant's lenders. Landlord and Tenant hereby consent
to such hypothecation and pledge of all of Subtenant's rights under the Sublease
to Subtenant's existing or future lenders. The pledge of Subtenant's rights
under the Sublease and any subsequent foreclosure thereof and assumption of the
Sublease by any such lender shall not constitute a change of control of
Subtenant but shall be deemed a transfer to a Non-Transferee pursuant to Section
14 of the Addendum to the New Lease.


                                      -6-
<PAGE>

                  12.11 WAIVER OF JURY TRIAL. SUBTENANT, LANDLORD AND TENANT
HEREBY EXPRESSLY WAIVE ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION
OR CAUSE OF ACTION (A) ARISING UNDER THIS AGREEMENT, INCLUDING, WITHOUT
LIMITATION, ANY PRESENT OR FUTURE MODIFICATION THEREOF, OR (B) IN ANY WAY
CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR
ANY OF THEM WITH RESPECT TO THIS AGREEMENT (AS NOW OR HEREAFTER MODIFIED) OR ANY
OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION
HEREWITH, OR THE TRANSACTIONS RELATED HERETO OR THERETO, IN EACH CASE WHETHER
SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION IS NOW EXISTING OR HEREAFTER
ARISING, AND WHETHER SOUNDING IN CONTRACT OR TORT OR OTHERWISE; AND EACH SUCH
PARTY HEREBY AGREES AND CONSENTS; THAT ANY PARTY TO THIS AGREEMENT MAY FILE AN
ORIGINAL COUNTERPART OR A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN
EVIDENCE OF THE CONSENT OF THE PARTIES HERETO TO THE WAIVER OF ANY RIGHT THEY
MIGHT OTHERWISE HAVE TO TRIAL BY JURY.

         IN WITNESS WHEREOF, the parties have executed this Agreement as of the
day and year first above written.

                                          "Landlord":

                                          VERNON ASSOCIATES, LLC,
                                          a California limited liability company


                                          By: /s/ William D. Feldman
                                              ----------------------------------
                                          Name: William D. Feldman
                                          Its: Managing Member


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

                       [signatures continued on next page]


                                      -7-
<PAGE>



                    [signatures continued from previous page]

                                          "Tenant":

                                          ERNEST PAPER PRODUCTS, INC.,
                                          a California corporation


                                          By: /s/ A. Charles Wilson
                                              ----------------------------------
                                          Name: A. Charles Wilson
                                          Its: Chairman, Sec.


                                          By: /s/ Timothy Wilson
                                              ----------------------------------
                                          Name: Timothy Wilson
                                          Its: President



                                          "Subtenant":

                                           OVERHILL FARMS, INC.,
                                           a Nevada corporation


                                           By: /s/ James Rudis
                                               ---------------------------------
                                           Name: James Rudis
                                           Its: President


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


                                      -8-
<PAGE>



                                   EXHIBIT "A"

                                    SUBLEASE





<PAGE>


                                   EXHIBIT "B"

                              BROKERAGE COMMISSION

         Upon the satisfaction of the conditions precedent contained in Section
6 of the Agreement, Tenant shall within ten (10) business days thereafter pay
leasing commissions, in full, to Colliers Seeley in the amount of Two Hundred
Sixty Two Thousand Four Hundred Thirty Nine Dollars ($262,439.00) and to William
D. Feldman Associates in the amount of Eighty Seven Thousand Four Hundred
Seventy Nine Dollars ($87,479.00) for a total commission payable equal to Three
Hundred Forty Nine Thousand Nine Hundred Eighteen Dollars ($349,918.00) ("Total
Commission"). Landlord agrees that a portion of the Total Commission in the
amount of Two Hundred Thirty Six Thousand One Hundred Ninety-Five Dollars
($236,195.00) is attributable to the six (6) year and nine (9) month term of the
New Lease, which New Lease commences concurrently upon the expiration of the
Lease and Sublease. Therefore, Landlord agrees to pay to Tenant an amount equal
to Two Thousand Nine Hundred Fifteen and 99/100 Dollars ($2,915.99) for each
month during the term of the New Lease (for a total of Two Hundred Thirty Six
Thousand One Hundred Ninety Five Dollars ($236,195.00)) ("Reimbursement
Payments") for which Landlord receives rent from Subtenant under the New Lease
and so long as Subtenant is not otherwise in monetary default under the New
Lease. Such payments from Landlord to Tenant shall be due and payable within
thirty (30) days following Landlord's receipt of the appropriate payment from
Subtenant. Landlord and Tenant acknowledge that if Subtenant fulfills all
Subtenant's responsibilities under the New Lease and makes all monetary payments
thereunder, Landlord's Reimbursement Payments shall total an amount equal to Two
Hundred Thirty Six Thousand One Hundred Ninety Five Dollars ($236,195.00).
Tenant agrees that Colliers Seeley and William D. Feldman Associates are third
party beneficiaries of this Agreement for the sole purpose of enforcing Tenant's
obligation to timely pay the leasing commissions specified herein, including the
rights under Section 11.7 of the Agreement. If Tenant fails to timely pay the
commissions required to be paid hereunder, the amounts past due shall earn
interest from the date due until paid at the maximum rate allowed by law.



<PAGE>


                                   EXHIBIT "C"

                                    GUARANTY

         WILSON, WILSON & WILSON, a California general partnership
("Guarantor"), whose address is c/o Turner, Laub & Escovar, 888 S. Figueroa
Street, Suite 860, Los Angeles, CA 90017, Attention: Bruce Laub, whose facsimile
number is (213) 627-6489 and whose Social Security/Tax Identification Number is
95-3633264, as a material inducement to and in consideration of VERNON
ASSOCIATES, LLC, a California limited liability company ("Landlord"), entering
into that certain Consent to Sublease Agreement dated as of January 1, 2002 (the
"Agreement"), with ERNEST PAPER PRODUCTS, INC., a California corporation
("Tenant"), and OVERHILL FARMS, INC., a Nevada corporation ("Subtenant"),
concerning Landlord's consent to Tenant's sublease to Subtenant of that certain
approximately 147,210 square foot one-story tilt up warehouse building located
at 2727 E. Vernon Avenue, Vernon California, hereby unconditionally, irrevocably
and jointly and severally guarantees and promises to, and for the benefit of
Landlord, fully and promptly pay and discharge Tenant's obligation to pay to
Landlord the unapplied portion of the original security deposit paid by
Subtenant to Tenant in accordance with the provisions of such sublease in the
amount of Four Hundred Thirty Thousand Dollars ($430,000.00) (and to provide
reasonable and detailed backup regarding any amounts so applied) (hereinafter,
the "Guarantied Obligation"). Without Landlord first having to proceed against
Tenant or to proceed against any security therefore, Guarantor agrees to pay, on
demand, all sums due and to become due from Tenant with respect to the
Guarantied Obligation and all losses, costs, attorneys' fees or expenses which
may be suffered by Landlord by reason of Tenant's default thereof. Guarantor's
liability under this Guaranty shall continue until the Guarantied Obligation has
been fully paid and performed. Guarantor hereby warrants and represents to
Landlord 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 Tenant, Tenant's financial status and Tenant's ability to pay and
perform the Guarantied Obligation owed to Landlord. Guarantor further warrants
and represents to Landlord that: (1) Minda S. Wilson, individually, Timothy
Wilson, individually, and A. Charles Wilson and Betty S. Wilson Trust u/d/t
dated 6/18/80, are the sole partners of Guarantor (collectively, "Guarantor's
Partners"); and (2) all consents, approvals and authorizations required in
connection with Guarantor's execution and delivery of this Guaranty, and
performance the its obligations hereunder, whether required by law, agreement or
otherwise, have been obtained, including, but not limited to, the consent and
approval required of (a) Guarantor's Partners pursuant to the terms of
Guarantor's partnership agreement or otherwise, and (b) the respective spouses
of Guarantor's Partners that are married.

         Guarantor expressly consents to Landlord 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 Landlord:
(i) waiving, renewing, extending, accelerating or otherwise changing the time,
manner, place or terms of payment of any indebtedness of Tenant or the
performance or observance by Tenant of any other term of any agreement relating
thereto; (ii) holding real or personal property security for payment of this
Guaranty or any indebtedness of Tenant, 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 Landlord may in


<PAGE>

Landlord's discretion determine; (iv) modifying, amending, supplementing or
adding to any agreements relating to any security or the Guarantied Obligation;
(v) exercising, failing to exercise or failing to timely exercise any right or
remedy against Tenant, any security (including Landlord's failure to perfect
Landlord's security interest in any security) or other guaranty of Tenant's
indebtedness; (vi) failing to proceed against or exhaust any of Tenant's
security held by Landlord; 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 Landlord to enforce
its rights under any instrument evidencing or securing Tenant's indebtedness, in
whatever order Landlord 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 Tenant or both. Landlord may, without
notice, assign this Guaranty in whole or in part. Guarantor waives any defense
arising by reason of any disability or other defense of Tenant or by reason of
the cessation from any cause of the liability of Tenant and waives the benefit
of any statute of limitations applicable to any indebtedness of Tenant or to any
liability of Guarantor hereunder. If Tenant defaults under the Guarantied
Obligation, Landlord may proceed immediately against Guarantor or Tenant, or
both, or Landlord may enforce against Guarantor or Tenant, or both, any rights
that it has under the Agreement or against Guarantor pursuant to this Guaranty
or Security Agreement (as defined below). Guarantor hereby waives notice of or
the giving of its consent to any amendments which may hereafter be made to the
terms of the Agreement, and this Guaranty shall guarantee the performance of the
Guarantied Obligation as such may be amended in connection therewith, or as the
same may be assigned from time to time. If Landlord disposes of its interest in
the Agreement, "Landlord," as used in this Guaranty, shall mean Landlord's
successors in interest and assigns.

         Guarantor waives and agrees not to assert or take advantage of: (a) any
right to require Landlord to proceed against Tenant 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 Landlord 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 Tenant, Landlord, any endorser, creditor of
Tenant 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 Landlord,
including, without limitation, any election which destroys or otherwise impairs
subrogation rights of Guarantor or the right of Guarantor to proceed against
Tenant for reimbursement, or both.

         Until the Guarantied Obligation has been fully paid and performed for
the benefit of Landlord, Guarantor shall have no right of subrogation and hereby
waives any right to enforce any remedy which Landlord now or may hereafter have
against Tenant, and hereby waives any benefit of any security now or hereafter
held by Landlord. Guarantor waives all presentments, demands for performance,


                                      -2-
<PAGE>

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.

         Any indebtedness or security of Tenant now or hereafter held by
Guarantor is hereby subordinated to the Guarantied Obligation, guaranteed hereby
and shall not be paid in whole or in part without Landlord's prior written
consent, nor shall Guarantor accept any payment of all or part of any such
indebtedness while this Guaranty is in effect. Guarantor hereby waives and
releases any claims to any security of Tenant and to any benefit of, and any
right to participate in, any security now or hereafter held by Tenant while this
Guaranty is in effect. Any such indebtedness of Tenant to Guarantor is hereby
assigned to Landlord as security for the performance of this Guaranty and the
payment and performance of the Guarantied Obligation by Tenant. At Landlord's
request, Guarantor shall pay to Landlord all or any part of such subordinated
indebtedness. Any payment by Tenant to Guarantor in violation of this Guaranty
shall be received by Guarantor in trust for Landlord and shall be paid to
Landlord immediately upon demand. Any such payment shall be applied against the
Guarantied Obligation guaranteed hereby, but shall not otherwise reduce or
affect, in any manner, the liability of Guarantor under this Guaranty.

         Guarantor hereby agrees that, in the event any bankruptcy, insolvency,
reorganization, liquidation or similar proceeding is instituted against Tenant,
whether voluntary or involuntary, Guarantor shall continue to be fully liable
hereunder, notwithstanding any action taken in connection with such proceeding,
including, without limitation, any election by Landlord pursuant to United
States Bankruptcy Code ss. 1111(b)(2), and Landlord shall have the right to: (1)
file claims in any such proceeding on behalf of Guarantor if Guarantor fails to
file such claim; (2) vote Guarantor's claims in any such proceeding; and (3)
receive interest on Tenant's obligations accruing after the filing of a petition
or other document to institute any such proceeding to the extent of Guarantor's
claims against Tenant.

         "Tenant" and "Guarantor" shall include the plural if there is more than
one Tenant 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, in his or her individual capacity, signs this Guaranty as a
general partner of Guarantor 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 Tenant. 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 Tenant and where or not the action is brought or prosecuted against
any other Guarantors or Tenant and Landlord may release any Guarantors or Tenant
or release or waive any security without releasing other Guarantors.


                                      -3-
<PAGE>

         If at any time Landlord 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, Landlord 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 Tenant and wherever the Tenant
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 Landlord's rights,
powers and remedies hereunder and under any other agreement now or at any time
hereafter in force between Landlord and Guarantor, or any of them, relating to
the Tenant shall be cumulative and not alternative and such rights, powers and
remedies shall be in addition to all rights, powers and remedies given to
Landlord 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 Landlord'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 Landlord's rights hereunder, and no modification or amendment
of this Guaranty, shall be deemed to be made by Landlord unless the same shall
be in writing, duly signed on Landlord'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 Landlord's rights or the obligations of Guarantor to Landlord
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.

         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 Landlord in writing with concurrent
sending of all such papers by facsimile 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.

         This Guaranty shall be secured by a Security Agreement (Assignment of
Membership Interest) of even (or approximately even) date herewith (the
"Security Agreement"), executed by Guarantor for the benefit of Landlord,
pursuant to which Guarantor shall assign to Landlord, for security purposes, all
of Guarantor's right, title and interest in and to its membership interests in
Landlord.


                                      -4-
<PAGE>

         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: January 1, 2002            GUARANTOR:

                                 WILSON, WILSON & WILSON,
                                 a California general partnership


                                 By:
                                     -------------------------------------------
                                     Name: A. Charles Wilson and Betty S. Wilson
                                           Trust u/d/t dated 6/18/80
                                     Its:  General Partner


                                 By:
                                     -------------------------------------------
                                     Name:   Timothy Wilson
                                     Its:    General Partner




                                      -5-
<PAGE>


                                   EXHIBIT "D"

                               SECURITY AGREEMENT
                      (Assignment of Membership Interests)

         THIS SECURITY AGREEMENT (Assignment of Membership Interest) (this
"Agreement") is made as of January 1, 2002, by WILSON, WILSON & WILSON, a
California general partnership ("Debtor"), in favor of VERNON ASSOCIATES, LLC, a
California limited liability company ("Secured Party"), with reference to the
following facts:

                                    RECITALS
                                    --------

         A. Secured Party, Ernest Paper Products, Inc., a California corporation
("Tenant"), and Overhill Farms, Inc., a Nevada corporation ("Subtenant"), have
entered into that certain Consent to Sublease Agreement dated as of January 1,
2002 (the "Consent Agreement"), pursuant to which, among other things, (i)
Secured Party has consented to Tenant's sublease of certain premises to
Subtenant, and (ii) Tenant has agreed to pay to Secured Party, upon the
"Termination Date" set forth in that certain sublease agreement between Tenant
and Subtenant, the unapplied portion of the original security deposit paid to
Tenant by Subtenant in the amount of Four Hundred Thirty Thousand Dollars
($430,000.00) (the "Initial Security Deposit").

         B. In order to ensure and secure Tenant's obligation to pay the
unapplied portion of the Initial Security Deposit to Secured Party under the
terms of the Consent Agreement (and to provide reasonable and detailed back-up
regarding any amounts so applied), Secured Party has required that Debtor
execute and deliver that certain Personal Guaranty dated as of January 1, 2002
(the "Guaranty") to guarantee the full and prompt payment and discharge of such
obligation of Tenant.

         C. Secured Party has required, as a further condition to entering into
the Consent Agreement and as security for Debtor's obligations under the
Guaranty, that Debtor assign, for security purposes only, all of its right,
title and interest in and to its membership interests in Secured Party.

         NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Debtor, intending to be legally
bound hereby, unconditionally agrees as follows:

         1. OBLIGATIONS SECURED. The obligations secured hereby are the payment
and performance of: (a) all obligations of Debtor to Secured Party evidenced by
the Guaranty; and (b) all present and future obligations of Debtor to Secured
Party which expressly provide that they are secured hereby (collectively, the
"Secured Obligations"). As security for the Secured Obligations, Debtor hereby
pledges, encumbers, assigns, grants, transfers and sets over to Secured Party a
security interest in all of its right, title and interest in and to the
following (collectively, the "Collateral"): (i) all of the membership interests
in Secured Party held by Debtor, including, without limitation, (A) all voting
rights, (B) all rights to receive profits, income and distributions, whether in
cash or in kind, gains, losses, deduction credits, payable or allocated to the


<PAGE>

members of Secured Party under that certain Operating Agreement of Secured Party
dated as of February 2, 1996 (as amended, the "Operating Agreement"), (C) all
fees and charges to by paid by Secured Party to Debtor, whether now owned or
hereafter acquired, whether arising under the Operating Agreement or otherwise,
(D) any right of first refusal or option to acquire any membership interest in
Secured Party, and (E) any other property rights and interests that Debtor may
be entitled at any time to receive on account of such membership interests; (ii)
after-acquired property which replaces any of the foregoing property; and (iii)
the proceeds and products, if any, from all of the foregoing property.

         2. FINANCING STATEMENTS. Debtor hereby authorizes Secured Party to
complete and file such financing statements pursuant to the appropriate statutes
to perfect the security interest created hereby. Debtor further agrees to
perform all acts which Secured Party may reasonably request so as to enable
Secured Party to maintain such valid and perfected security interests in the
Collateral in order to secure the full payment and performance of the Secured
Obligations. Secured Party is authorized to file a copy of any such financing
statement in any jurisdiction(s) as it shall deem appropriate from time to time
in order to perfect the security interest granted herein.

         3. REPRESENTATIONS REGARDING MEMBERSHIP INTERESTS. In making the
foregoing assignment, Debtor hereby represents and warrants to Secured Party
that as of the date hereof:

                  3.1. Debtor and the members identified in the Consent to
Assignment attached hereto as EXHIBIT A and made a part hereof are collectively
the sole holders and owners of all of the membership interests in Secured Party;

                  3.2. Minda S. Wilson, individually, Timothy G. Wilson,
individually, and A. Charles Wilson and Betty S. Wilson Trust u/d/t dated
6/18/80, are the sole partners of Debtor (collectively, "Debtor's Partners");

                  3.3. Debtor has the right and authority to execute, deliver
and perform this Agreement;

                  3.4. All consents, approvals and authorizations required in
connection with Debtor's execution and delivery of this Agreement, and
performance of its obligations hereunder, whether required by law, agreement or
otherwise, have been obtained, including, but not limited to, any consent or
approval required of (a) the other members of Secured Party pursuant to the
terms of the Operating Agreement, (b) Debtor's Partners pursuant to the terms of
Debtor's partnership agreement or otherwise, and (c) the respective spouses of
Debtor's Partners that are married;

                  3.5. The Operating Agreement is valid and in full force and
effect in accordance with its terms, and Debtor is in full compliance with all
of the requirements, terms conditions and covenants contained therein;

                  3.6. Debtor has not pledged or assigned its membership
interests in Secured Party to any person or entity, except Secured Party
pursuant hereto.


                                      -2-
<PAGE>

         4. CONTINUED OPERATION BY DEBTOR. This Agreement is an assignment for
security purposes but, without diminishing the rights and security interests
granted hereunder, so long as no default exists hereunder or under the Guaranty,
Debtor may use, take advantage of and have all of the benefits of the
Collateral, but not including the right, without Secured Party's prior written
consent as herein described, to pledge, encumber, assign, sell or transfer its
membership interests in Secured Party or to admit substitute or additional
parties as members in Secured Party if such admission would result in a dilution
of Debtor's membership interests. Secured Party, in Secured Party's sole
discretion, may terminate and revoke the foregoing rights of Debtor upon any
default hereunder or under the Guaranty. Any attempted pledge, encumbrance,
assignment, sale or transfer of Debtor's membership interests in Secured Party,
and any attempted admission of substitute or additional members in Secured
Party, not specifically permitted under this Agreement, or otherwise consented
to by Secured Party in writing, are absolutely void and of no force or effect
for any purpose whatsoever.

         5. COVENANTS OF DEBTOR. Debtor hereby covenants and agrees:

                  5.1. Not to execute, without Secured Party's prior written
consent (which Secured Party may give or withhold in Secured Party's sole
discretion), any other agreement or instrument for purposes of pledging,
encumbering, assigning, selling or transferring Debtor's right, title or
interest in the membership interests of Secured Party;

                  5.2. Not to admit, without Secured Party's prior written
consent (which Secured Party may give or withhold in Secured Party's sole
discretion), any person or entity as an additional or substitute member of
Debtor if such admission would result in a dilution of Debtor's membership; and

                  5.3. Deliver promptly to Secured Party true and correct copies
of all notices or other documents or communications received or given by Debtor
with regard to or relating in any way to Debtor's membership interests in
Secured Party.

         6. EVENTS OF DEFAULT. Each of the following events shall constitute an
"Event of Default" hereunder:

                           6.1 if Debtor fails to observe or perform any
          obligation or agreement contained in this Agreement or the Guaranty;

                           6.2 if any representation or warranty made by Debtor
          herein shall prove to be incorrect in any material respect when made;
          and

                           6.3 if Debtor pledges, encumbers, assigns, sells or
          transfers all or any portion of the Collateral or any interest therein
          in violation of the terms of this Agreement.

         7. REMEDIES OF SECURED PARTY. If an Event of Default occurs and is
continuing, Secured Party shall have all rights, powers, privileges and remedies
granted to a secured party upon default under the California Commercial Code or
otherwise provided at law, including, but not limited to, the right to contact
all persons obligated to Debtor on the Collateral and to instruct such persons
to deliver all Collateral directly to Secured Party. Secured Party has and
possesses a security interest in all Collateral. Any forbearance or failure or

                                      -3-
<PAGE>

delay by Secured Party in exercising any right, power or remedy hereunder will
not be deemed a waiver of such right, power or remedy and any single or partial
exercise of any right, power or remedy hereunder or under the Guaranty does not
preclude the further exercise thereof, and every right, power and remedy of
Secured Party continues in full force and effect until such right, power or
remedy is waived specifically by an instrument in writing signed by Secured
Party. No notice to or demand on Debtor entitles Debtor to any other or further
notice or demand.

         8. REMEDIES CUMULATIVE. The remedies provided herein in favor of
Secured Party are not exclusive, but are cumulative and in addition to all other
remedies in favor of Secured Party existing under the Guaranty, and at law or in
equity. Without limiting the foregoing, Secured Party may exercise its rights
with respect to a portion of the Collateral without exercising its rights with
respect to any other portion thereof, and may exercise any of its rights under
this Agreement without obligation to other security.

         9. DEBTOR'S INDEMNITY. Debtor shall indemnify, defend and protect
Secured Party against and from and hold Secured Party free and harmless from any
and all claims, demands, lawsuits, judgments, awards, costs, liabilities and
expenses, including attorneys' fees, arising by reason of any default by Debtor
hereunder, including any default under the Operating Agreement.

         10. RELATIONSHIP OF PARTIES. This Agreement is intended to be and is
deemed for all purposes to constitute addition security granted to Secured Party
for the payment and performance of the obligations of Debtor under the Guaranty.
The execution and delivery of this Agreement and the enforcement of this
Agreement by Secured Party does not alter or expand upon the debtor and credit
or relationship between Debtor and Secured Party, and nothing contained herein
is to be construed to constitute Secured Party a partner of or a joint venturer
with Debtor.

         11. COSTS. Expenses and Attorneys' Fees. Debtor shall pay to Secured
Party immediately upon demand, the full amount of all payments, advances,
charges, costs and expenses, including reasonable attorneys' fees, incurred by
Secured Party in exercising any right, power, privilege or remedy conferred by
this Agreement or in the enforcement thereof, including any of the foregoing
incurred in connection with any bankruptcy proceeding relating to any Debtor or
valuation of the Collateral including, but not limited to, the seeking of relief
from or modification of the automatic stay or the negotiation and drafting of a
cash collateral order. All of the foregoing shall be paid by Debtor to Secured
Party, with interest at a rate per annum equal to the highest rate then
permitted under applicable law.

         12. MISCELLANEOUS.

                  (a) BINDING EFFECT. Wherever any of the parties to this
Agreement is referred to, such reference is deemed to include the heirs,
successors, assigns and personal representatives of such party. This Agreement
shall be binding upon and inure to the benefit of the successors and assigns of
each party hereto.

                  (b) NOTICES. All notices, demands, solicitations of consent or
approval, and other communications hereunder required or permitted shall be in
writing and shall be deemed to have been given (i) when personally delivered or
telecopied, (ii) one (1) business day after the date when deposited with an
overnight courier, or (iii) three (3) business days after the date when
deposited in the United States mail and sent postage prepaid by registered or
certified mail, return receipt requested, addressed as follows:


                                      -4-
<PAGE>

         If to Debtor, to the intended recipient at:

                  Wilson, Wilson & Wilson
                  c/o Turner, Laub & Escovar
                  888 S. Figueroa Street, Suite 860
                  Los Angeles, California 90017
                  Attention: Mr. Bruce Laub

         If to Secured Party, to the intended recipient at:

                  Vernon Associates, LLC
                  c/o 12540 Beatrice Street, Suite 203
                  Los Angeles, California 90066
                  Attention: Mr. William D. Feldman

                  (c) GOVERNING LAW. This Agreement shall be governed by and
construed in accordance with the laws of the State of California.

                  (d) SEVERABILITY. If any provision of this Agreement shall be
held to be prohibited by or invalid under applicable law, such provision shall
be ineffective only to the extent of such prohibition or invalidity, without
invalidating the remainder of such provision or any remaining provisions of this
Agreement.

                  (e) COUNTERPARTS. This Agreement may be executed in one or
more counterparts, all of which together shall constitute one and the same
agreement.

                  (f) JOINT AND SEVERAL LIABILITY. The liability of all persons
and entities executing this Agreement as Debtor shall be joint and several.

                  (g) HEADINGS. The headings used herein are for convenience of
reference only and are not part of this Agreement and do not in any way limit or
amplify the terms hereof.

                  (h) MODIFICATIONS. This Agreement may not be amended or
modified in any respect whatsoever except by written instrument signed by the
parties.

                  (i) WAIVER OF JURY TRIAL. THE DEBTOR AND SECURED PARTY HEREBY
EXPRESSLY WAIVE ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE
OF ACTION (A) ARISING UNDER THE LOAN DOCUMENTS, INCLUDING, WITHOUT LIMITATION,
ANY PRESENT OR FUTURE MODIFICATION THEREOF, OR (B) IN ANY WAY CONNECTED WITH OR
RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH
RESPECT TO THE, LOAN DOCUMENTS OR THIS AGREEMENT (AS NOW OR HEREAFTER MODIFIED)
OR ANY OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN
CONNECTION HEREWITH, OR THE TRANSACTIONS RELATED HERETO OR THERETO, IN EACH CASE
WHETHER SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION IS NOW EXISTING OR
HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT OR TORT OR OTHERWISE; AND
EACH SUCH PARTY HEREBY AGREES AND CONSENTS; THAT ANY PARTY TO THIS AGREEMENT MAY
FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN
EVIDENCE OF THE CONSENT OF THE PARTIES HERETO TO THE WAIVER OF ANY RIGHT THEY
MIGHT OTHERWISE HAVE TO TRIAL BY JURY.


                                      -5-
<PAGE>

         IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first appearing above.

                                 DEBTOR:

                                 WILSON, WILSON & WILSON,
                                 a California general partnership


                                 By:
                                     -------------------------------------------
                                     Name: A. Charles Wilson and Betty S. Wilson
                                           Trust u/d/t 6/18/80
                                     Its:     General Partner


                                 By:
                                     -------------------------------------------
                                     Name:    Timothy Wilson
                                     Its:     General Partner


                                      -6-
<PAGE>


                                    EXHIBIT A
                                    ---------

                               CONSENT OF MEMBERS

         The undersigned hereby certify that they constitute all of the members
of Vernon Associates, LLC, a California limited liability company (the
"Company"), other than Wilson, Wilson & Wilson, a California general partnership
("Debtor"). The undersigned: (a) have read and understand the foregoing Security
Agreement (Assignment of Membership Interest) executed by Debtor in favor of the
Company (the "Security Agreement"); (b) acknowledge and consent to the terms of
the Security Agreement and Debtor's execution, delivery and performance
thereunder, and (c) acknowledge and agree that to the extent the consent and
approval of the members is required under the terms of the Company's operating
agreement, execution of this Consent of Members by the undersigned shall be
deemed to satisfy the consent and approval required thereunder.

         IN WITNESS WHEREOF, the undersigned have executed this Consent of
Members as of January 1, 2002.

-------------------------------------      -------------------------------------
WILLIAM D. FELDMAN, an individual          PATRICIA HOFFMAN, an individual

-------------------------------------      -------------------------------------
STUART KLABIN, an individual               EDWARD ELSNER, an individual

-------------------------------------      FBV, LTD., a California limited
THOMAS ELSNER, an individual               partnership

                                            By:
                                                --------------------------------
                                                William D. Feldman, its General
                                                  Partner



<PAGE>


                                   EXHIBIT "B"

                                   WORK LETTER

         This Work Letter shall set forth the terms and conditions relating to
the construction of the "Improvements," as that term is defined in SECTION 2.1
below. This Work Letter is essentially organized chronologically and addresses
the issues of the construction of the Improvements, in sequence, as such issues
will arise during the actual construction of the Improvements.

         1. DELIVERY OF THE PREMISES AND BASE PROJECT. Sublandlord shall deliver
the base, shell and core of the Premises and all other improvements currently
located in the Premises (collectively, the "Base Project") to Subtenant
following the mutual execution and delivery of this Sublease. Subtenant has
inspected and hereby approves the condition of the Base Project and agrees that
the Base Project shall be delivered to Subtenant in their presently existing
"as-is" condition.

         2. IMPROVEMENTS. Subtenant shall design and construct within the
Premises certain improvements, which are permanently affixed to the Premises
(the "Improvements").

         3. CONSTRUCTION DRAWINGS.

         3.1 SELECTION OF ARCHITECT/CONSTRUCTION DRAWINGS. Subtenant shall
retain an architect, subject to Sublandlord's and Landlord's prior reasonable
approval, or use its internal personnel (the "Architect") to prepare the
"Construction Drawings," as that term is defined in this SECTION 3.1. Subtenant
shall retain the engineering consultants reasonably approved by Landlord, or use
its internal personnel (the "Engineers") to prepare all plans and engineering
working drawings relating to the structural, mechanical, electrical, plumbing,
HVAC, life safety, and sprinkler work of the Improvements. The plans and
drawings to be prepared by Architect and the Engineers hereunder shall be known
collectively as the "Construction Drawings." All Construction Drawings shall
comply with the drawing format and specifications reasonably determined by
Landlord, and shall be subject to Sublandlord's and Landlord's approval.
Subtenant and Architect shall verify, in the field, the dimensions and
conditions as shown on the relevant portions of the Base Project plans, and
Subtenant and Architect shall be solely responsible for the same, and
Sublandlord and Landlord shall have no responsibility in connection therewith.
Sublandlord's and Landlord's review of the Construction Drawings as set forth in
this SECTION 3, shall be for their sole purpose and shall not imply
Sublandlord's and Landlord's review of the same, or obligate Sublandlord or
Landlord to review the same, for quality, design, code compliance or other like
matters. Accordingly, notwithstanding that any Construction Drawings are
reviewed by Sublandlord or Landlord or their space planners, architects,
engineers and consultants, and notwithstanding any advice or assistance which
may be rendered to Subtenant by Sublandlord or Landlord or Landlord's space
planner, architect, engineers, and consultants, Sublandlord and Landlord shall
have no liability whatsoever in connection therewith and shall not be
responsible for any omissions or errors contained in the Construction Drawings,
and Subtenant's waiver and indemnity set forth in the Sublease shall
specifically apply to the Construction Drawings.



<PAGE>

         3.2 FINAL SPACE PLAN. Subtenant shall supply Sublandlord and Landlord
with copies signed by Subtenant of its final space plan for the Premises before
any architectural working drawings or engineering drawings have been commenced.
The final space plan (the "Final Space Plan") shall include a layout and
designation of all offices, rooms and other partitioning, their intended use,
and equipment to be contained therein. Sublandlord or Landlord may request
clarification or more specific drawings for special use items not included in
the Final Space Plan. Sublandlord and Landlord shall advise Subtenant within
five (5) business days after Sublandlord's and Landlord's receipt of the Final
Space Plan for the Premises if the same is unsatisfactory or incomplete in any
respect. If Subtenant is so advised, Subtenant shall promptly cause the Final
Space Plan to be revised to correct any deficiencies or other matters
Sublandlord or Landlord may reasonably require.

         3.3 FINAL WORK DRAWINGS. After the Final Space Plan has been approved
by Sublandlord and Landlord, Subtenant shall supply the Engineers with a
complete listing of standard and non-standard equipment and specifications,
including, without limitation, B.T.U. calculations, electrical requirements and
special electrical receptacle requirements for the Premises, to enable the
Engineers and the Architect to complete the "Final Working Drawings" (as that
term is defined below) in the manner as set forth below. Upon the approval of
the Final Space Plan by Sublandlord, Landlord and Subtenant, Subtenant shall
promptly cause the Architect and the Engineers to complete the architectural and
engineering drawings for the Premises, and Architect shall compile a fully
coordinated set of architectural, structural, mechanical, electrical and
plumbing working drawings in a form which is complete to allow subcontractors to
bid on the work and to obtain all applicable permits (collectively, the "Final
Working Drawings") and shall submit the same to Sublandlord and Landlord for
Sublandlord's and Landlord's approval. Subtenant shall supply Sublandlord and
Landlord with copies signed by Subtenant of such Final Working Drawings.
Sublandlord and Landlord shall advise Subtenant within five (5) business days
after Sublandlord's and Landlord's receipt of the Final Working Drawings for the
Premises if the same is unsatisfactory or incomplete in any respect. If
Subtenant is so advised, Subtenant shall immediately revise the Final Working
Drawings in accordance with such review and any disapproval of Sublandlord or
Landlord in connection therewith.

         3.4 APPROVED WORKING DRAWINGS. The Final Working Drawings shall be
approved by Sublandlord and Landlord (the "Approved Working Drawings") prior to
the commencement of construction of the Premises by Subtenant. After approval by
Sublandlord and Landlord of the Final Working Drawings, Subtenant may submit the
same to the appropriate municipal authorities for all applicable building
permits. Subtenant hereby agrees that neither Sublandlord, Landlord nor
Landlord's consultants shall be responsible for obtaining any building permit or
certificate of occupancy for the Premises and that obtaining the same shall be
Subtenant's responsibility; provided, however, that Sublandlord and Landlord
shall, in any event, cooperate with Subtenant in executing permit applications
and performing other ministerial acts reasonably necessary to enable Subtenant
to obtain any such permit or certificate of occupancy. No material changes,
material modifications or material alterations in the Approved Working Drawings
may be made without the prior written consent of Sublandlord and Landlord, which
consent may not be unreasonably withheld.


                                      -2-
<PAGE>

4. CONSTRUCTION OF THE IMPROVEMENTS.

         4.1      THE CONTRACTOR.

                  4.1.1 THE CONTRACTOR. Subtenant shall act as the general
         contractor to construct the Improvements ("Contractor").

                  4.1.2 SUBTENANT'S AGENTS. All subcontractors, laborers,
         materialmen, and suppliers used by Subtenant other than employees of
         Subtenant (such subcontractors, laborers, materialmen, and suppliers,
         and the Contractor to be known collectively as "Subtenant's Agents")
         must be approved in writing by Sublandlord and Landlord, which approval
         shall not be unreasonably withheld or delayed. If Sublandlord or
         Landlord does not approve any of Subtenant's proposed subcontractors,
         laborers, materialmen or suppliers, Subtenant shall submit other
         proposed subcontractors, laborers, materialmen or suppliers for
         Sublandlord's and Landlord's written approval.

         4.2 CONSTRUCTION OF IMPROVEMENTS.

                  4.2.1 CONSTRUCTION.

                           (a) SUBLANDLORD'S AND LANDLORD'S GENERAL CONDITIONS
          FOR SUBTENANT'S AGENTS AND IMPROVEMENT WORK. Construction of the
          Improvements by Subtenant and Subtenant's Agent shall comply with the
          following: (i) the Improvements shall be constructed in material
          accordance with the Approved Working Drawings; and (ii) Subtenant
          shall abide by all reasonable construction rules made by Sublandlord's
          and Landlord's project managers under the circumstances.

                           (b) INDEMNITY. Subtenant's indemnity of Sublandlord
          and Landlord as set forth in the Sublease shall also apply with
          respect to any and all costs, losses, damages, injuries and
          liabilities related in any way to any act or omission of Subtenant or
          Subtenant's Agents, or anyone directly or indirectly employed by any
          of them, or in connection with Subtenant's non-payment of any amount
          arising out of the Improvements and/or Subtenant's disapproval of all
          or any portion of any request for payment. Such indemnity by Subtenant
          shall also apply with respect to any and all costs, losses, damages,
          injuries and liabilities related in any way to Sublandlord's and
          Landlord's performance of any ministerial acts reasonably necessary
          (i) to permit Subtenant to complete the Improvements, and (ii) to
          enable Subtenant to obtain any building permit or certificate of
          occupancy for the Premises.

                           (c) WARRANTIES. Subtenant shall provide for the
          benefit of Sublandlord and Landlord any warranties which Subtenant
          receives from its subcontractors. Subtenant covenants to give to
          Sublandlord and Landlord any assignment or other assurances which may
          be necessary to effect such right of direct enforcement.

                           (d) INSURANCE REQUIREMENTS.

                                    (i) GENERAL COVERAGES. All of Subtenant's
                  Agents shall carry worker's compensation insurance covering
                  all of their respective employees, and shall also carry public
                  liability insurance, including property damage, all with
                  limits, in form and with companies as are required to be
                  carried by Subtenant as set forth in the Sublease.


                                      -3-
<PAGE>

                                    (ii) SPECIAL COVERAGES. Subtenant shall
                  carry "Builder's All Risk" insurance in a reasonable amount
                  approved by Sublandlord and Landlord covering the construction
                  of the Improvements, and such other insurance as Sublandlord
                  and Landlord may reasonably require, it being understood and
                  agreed that the Improvements shall be insured by Subtenant
                  pursuant to the Sublease immediately upon completion thereof.
                  Such insurance shall be in amounts and shall include such
                  extended coverage endorsements as may be reasonably required
                  by Sublandlord and Landlord including, but not limited to, the
                  requirement that all of Subtenant's Agents shall carry excess
                  liability and Products and Completed Operation Coverage
                  insurance, each in amounts not less than $500,000 per
                  incident, $1,000,000 in aggregate, and in form and with
                  companies as are required to be carried by Subtenant as set
                  forth in the Sublease.

                                    (iii) GENERAL TERMS. Certificates for all
                  insurance carried pursuant to this SECTION 4.2.1(D) shall be
                  delivered to Sublandlord and Landlord before the commencement
                  of construction of the Improvements and before the
                  Contractor's equipment is moved onto the site. All such
                  policies of insurance must contain a provision that the
                  company writing said policy will give Sublandlord and Landlord
                  thirty (30) days prior written notice of any cancellation or
                  lapse of the effective date or any reduction in the amounts of
                  such insurance. In the event that the Improvements are damaged
                  by any cause during the course of the construction thereof,
                  Subtenant shall immediately repair the same at Subtenant's
                  sole cost and expense. Subtenant's Agents shall maintain all
                  of the foregoing insurance coverage in force until the
                  Improvements are fully completed and accepted by Sublandlord
                  and Landlord. All policies carried under this SECTION 4.2.1(D)
                  shall insure Sublandlord, Landlord and Subtenant, as their
                  interest may appear, as well as Contractor and Subtenant's
                  Agents. All insurance, except Workers' Compensation,
                  maintained by Subtenant's Agents shall preclude subrogation
                  claims by the insurer against anyone insured thereunder. Such
                  insurance shall provide that it is primary insurance as
                  respects the Landlord and that any other insurance maintained
                  by Landlord is excess and noncontributing with the insurance
                  required hereunder. The requirements for the foregoing
                  insurance shall not derogate from the provisions for
                  indemnification of Sublandlord and Landlord by Subtenant under
                  SECTION 4.2.1(D) of this Work Letter.

                           (e) GOVERNMENTAL COMPLIANCE. The Improvements shall
          comply in all respects with the following: (i) all state, federal,
          city or quasi-governmental laws, codes, ordinances and regulations, as
          each may apply according to the rulings of the controlling public
          official, agent or other person; (ii) applicable standards of the
          American Insurance Association (formerly, the National Board of Fire
          Underwriters) and the National Electrical Code; and (iii) building
          material manufacturer's specifications.


                                      -4-
<PAGE>

                           (f) INSPECTION BY SUBLANDLORD AND LANDLORD.
          Sublandlord and Landlord shall have the right to inspect the
          Improvements at all times; provided, however, Sublandlord's and/or
          Landlord's failure to inspect the Improvements shall in no event
          constitute a waiver of any of Sublandlord's and/or Landlord's rights
          hereunder nor shall Sublandlord's or Landlord's inspection of the
          Improvements constitute Sublandlord's and/or Landlord's approval of
          the same. Should Sublandlord or Landlord reasonably disapprove any
          portion of the Improvements, Sublandlord and/or Landlord shall notify
          Subtenant in writing of such disapproval and shall specify the items
          disapproved. Any defects or deviations in, and/or reasonable
          disapproval by Sublandlord and/or Landlord of, the Improvements shall
          be rectified by Subtenant at no expense to Sublandlord or Landlord;
          provided, however, in the event Sublandlord or Landlord determine that
          a defect or deviation exists or disapprove of any matter in connection
          with any portion of the Improvements and such defect, deviation or
          matter might adversely affect the mechanical, electrical, plumbing,
          heating, ventilating and air conditioning or life-safety systems of
          the Premises or the structure or exterior of the Premises, Sublandlord
          or Landlord may take such action as Sublandlord or Landlord deem
          reasonably necessary, at Subtenant's expense and without incurring any
          liability on Sublandlord's or Landlord's part, to correct any such
          defect, deviation and/or matter, including, without limitation,
          causing the cessation of performance of the construction of the
          Improvements until such time as the defect, deviation and/or matter is
          corrected to Sublandlord's and Landlord's reasonable satisfaction.

                           (g) MEETINGS. Commencing upon the execution of this
          Sublease, Subtenant shall hold periodic meetings at reasonable times
          at the reasonable request of Sublandlord and/or Landlord regarding the
          progress of the preparation of Construction Drawings and the
          construction of the Improvements, which meetings shall be held at the
          Premises, and Sublandlord and Landlord and/or their agents shall have
          the right to attend all such meetings.

                  4.3 NOTICE OF COMPLETION: COPY OF RECORD SET OF PLANS. Within
ten (10) days after completion of construction of the Improvements, Subtenant
shall cause a Notice of Completion to be recorded in the Office of the Recorder
of the County of Los Angeles in accordance with California Civil Code ss. 3093
or any successor statute, and shall furnish a copy thereof to Sublandlord and
Landlord upon such recordation. If Subtenant fails to do so, Sublandlord and/or
Landlord may, itself/themselves execute and file the same on behalf of Subtenant
as Subtenant's agent for such purpose, at Subtenant's sole cost and expense. At
the conclusion of construction, Subtenant shall cause the Architect and
Contractor (A) to update the Approved Working Drawings as necessary to reflect
all changes made to the Approved Working Drawings during the course of
construction, (B) to certify that, to the best of their knowledge, the
"record-set" of as-built drawings are true and correct, which certification
shall survive the expiration or termination of this Sublease and the New Lease,
and (C) to deliver to Sublandlord and Landlord two (2) sets of copies of such
record set of drawings on auto-cadd within ninety (90) days following issuance
of a certificate of occupancy for the Premises.


                                      -5-
<PAGE>

         5. MISCELLANEOUS

                  5.1 SUBTENANT'S REPRESENTATIVES. Subtenant has designated Andy
Horvath as its sole representative with respect to the matters set forth in this
Work Letter, who shall have full authority and responsibility to act on behalf
of the Subtenant as required in this Work Letter.

                  5.2 SUBLANDLORD'S REPRESENTATIVES. Sublandlord has designated
Steve Parks as its sole representatives with respect to the matters set forth in
this Work Letter, who, until further notice to Subtenant, shall have full
authority and responsibility to act on behalf of the Sublandlord as required in
this Work Letter.

                  5.3 LANDLORD'S REPRESENTATIVES. Landlord has designated Mr.
John Villisich of Bayside Enterprises, San Pedro, California (310/832-2775) as
its sole representatives with respect to the matters set forth in this Work
Letter, who, until further notice to Subtenant, shall have full authority and
responsibility to act on behalf of the Landlord as required in this Work Letter.

                  5.4 TIME OF THE ESSENCE IN THIS WORK LETTER. Unless otherwise
indicated, all references herein to a "number of days" shall mean and refer to
calendar days. If any item requiring approval is timely disapproved by
Sublandlord and/or Landlord, the procedure for preparation of the documents and
approval thereof shall be repeated until the document is approved by Sublandlord
and Landlord.

                  5.5 SUBTENANT'S SUBLEASE DEFAULT. Notwithstanding any
provision to the contrary contained in this Sublease, if an event of default as
described in the Sublease or a default by Subtenant under this Work Letter has
occurred at any time on or before the later of (i) the substantial completion of
the Premises and (ii) the Commencement Date, then (a) in addition to all other
rights and remedies granted to Sublandlord or Landlord pursuant to this
Sublease, Sublandlord or Landlord may cause Contractor to cease the construction
of the Premises (in which case, Subtenant shall be responsible for any delay in
the substantial completion of the Premises caused by such work stoppage), and
(b) all other obligations of Sublandlord or Landlord under the terms of this
Work Letter shall be forgiven until such time as such default is cured pursuant
to the terms of this Sublease (in which case, Subtenant shall be responsible for
any delay in the substantial completion of the Premises caused by such inaction
by Sublandlord and/or Landlord).



                                      -6-
<PAGE>



                                   EXHIBIT "C"

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 (SUBLEASE)

         This WAIVER AND CONSENT (SUBLEASE) is made and entered into as of
January _, 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 ERNEST PAPER PRODUCTS, INC., a
California corporation ("Consenting Party"), whose address is c/o William D.
Feldman Associates, 12540 Beatrice Street, Suite 203, Los Angeles, California
90049.

                                    RECITALS

         A. VERNON ASSOCIATES, LLC, a California limited liability company
("Master Landlord"), 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"). Master Landlord and Consenting Party are parties to that
certain Industrial Real Estate Lease (Single-Tenant Facility) dated as of April
22, 1994 including the Addendum Rider to Industrial Real Estate Lease (the
"Lease").



<PAGE>

         B. Consenting Party is the owner of a leasehold estate in 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 Sublease (the "Sublease"), under
which Debtor leases the Premises.

         C. 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, Overkill Corporation, a
Nevada corporation formerly known as Polyphase Corporation, and Overkill 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."

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

         E. 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").

         F. The execution and delivery of this Waiver and Consent (Sublease) by
Consenting Party and acknowledgment thereof by Debtor and Master Landlord 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 SUBLEASE, SENIOR SECURED PARTY,
SUBORDINATED SECURED PARTY AND CONSENTING PARTY AGREE THAT:


                                      -2-
<PAGE>

                                    AGREEMENT

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

         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.

         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 Sublease 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 Sublease 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 Sublease 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 Sublease or (b) the expiration,
termination or cancellation of the Sublease 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 Sublease. 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.


                                      -3-
<PAGE>

         8. Consenting Party unconditionally consents in advance to (a) the
granting of a security interest in the Sublease 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 Sublease 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.

         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 (Sublease) 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:

                                       ERNEST PAPER PRODUCTS, INC.,
                                       a California corporation


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

ACKNOWLEDGED AND AGREED TO:

DEBTOR:

OVERHILL FARMS, INC.,
a Nevada corporation


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

[signatures continued on next page]


                                      -5-
<PAGE>



[signatures continued from previous page]

MASTER LANDLORD:

The undersigned hereby accepts and consents to the
foregoing Waiver and Consent (Sublease) and
acknowledges that under certain circumstances it may
succeed to and be bound by the rights and obligations
of Consenting Party under the foregoing Waiver and
Consent (Sublease):



VERNON ASSOCIATES, LLC,
a California limited liability company


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




                                      -6-
<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)



<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)


                                      -2-
<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)


                                      -3-
<PAGE>



                                   EXHIBIT "A"

                                    PREMISES


                                [TO BE ATTACHED]


                                      -4-
<PAGE>


                                   EXHIBIT "A"

                                LEGAL DESCRIPTION

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.

                                      -2-
<PAGE>

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.


                                      -3-
<PAGE>


                                   EXHIBIT "D"

                                    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



<PAGE>

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
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 nonperformance,
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 "B"

                              BROKERAGE COMMISSION

         Upon the satisfaction of the conditions precedent contained in Section
6 of the Agreement, Tenant shall within ten (10) business days thereafter pay
leasing commissions, in full, to Colliers Seeley in the amount of Two Hundred
Sixty Two Thousand Four Hundred Thirty Nine Dollars ($262,439.00) and to William
D. Feldman Associates in the amount of Eighty Seven Thousand Four Hundred
Seventy Nine Dollars ($87,479.00) for a total commission payable equal to Three
Hundred Forty Nine Thousand Nine Hundred Eighteen Dollars ($349,918.00) ("Total
Commission"). Landlord agrees that a portion of the Total Commission in the
amount of Two Hundred Thirty Six Thousand One Hundred Ninety-Five Dollars
($236,195.00) is attributable to the six (6) year and nine (9) month term of the
New Lease, which New Lease commences concurrently upon the expiration of the
Lease and Sublease. Therefore, Landlord agrees to pay to Tenant an amount equal
to Two Thousand Nine Hundred Fifteen and 99/100 Dollars ($2,915.99) for each
month during the term of the New Lease (for a total of Two Hundred Thirty Six
Thousand One Hundred Ninety Five Dollars ($236,195.00)) ("Reimbursement
Payments") for which Landlord receives rent from Subtenant under the New Lease
and so long as Subtenant is not otherwise in monetary default under the New
Lease. Such payments from Landlord to Tenant shall be due and payable within
thirty (30) days following Landlord's receipt of the appropriate payment from
Subtenant. Landlord and Tenant acknowledge that if Subtenant fulfills all
Subtenant's responsibilities under the New Lease and makes all monetary payments
thereunder, Landlord's Reimbursement Payments shall total an amount equal to Two
Hundred Thirty Six Thousand One Hundred Ninety Five Dollars ($236,195.00).
Tenant agrees that Colliers Seeley and William D. Feldman Associates are third
party beneficiaries of this Agreement for the sole purpose of enforcing Tenant's
obligation to timely pay the leasing commissions specified herein, including the
rights under Section 11.7 of the Agreement. If Tenant fails to timely pay the
commissions required to be paid hereunder, the amounts past due shall earn
interest from the date due until paid at the maximum rate allowed by law.



<PAGE>


                                   EXHIBIT "C"

                                    GUARANTY

         WILSON, WILSON & WILSON, a California general partnership
("Guarantor"), whose address is c/o Turner, Laub & Escovar, 888 S. Figueroa
Street, Suite 860, Los Angeles, CA 90017, Attention: Bruce Laub, whose facsimile
number is (213) 627-6489 and whose Social Security/Tax Identification Number is
95-3633264, as a material inducement to and in consideration of VERNON
ASSOCIATES, LLC, a California limited liability company ("Landlord"), entering
into that certain Consent to Sublease Agreement dated as of January 1, 2002 (the
"Agreement"), with ERNEST PAPER PRODUCTS, INC., a California corporation
("Tenant"), and OVERHILL FARMS, INC., a Nevada corporation ("Subtenant"),
concerning Landlord's consent to Tenant's sublease to Subtenant of that certain
approximately 147,210 square foot one-story tilt up warehouse building located
at 2727 E. Vernon Avenue, Vernon California, hereby unconditionally, irrevocably
and jointly and severally guarantees and promises to, and for the benefit of
Landlord, fully and promptly pay and discharge Tenant's obligation to pay to
Landlord the unapplied portion of the original security deposit paid by
Subtenant to Tenant in accordance with the provisions of such sublease in the
amount of Four Hundred Thirty Thousand Dollars ($430,000.00) (and to provide
reasonable and detailed back-up regarding any amounts so applied) (hereinafter,
the "Guarantied Obligation"). Without Landlord first having to proceed against
Tenant or to proceed against any security therefore, Guarantor agrees to pay, on
demand, all sums due and to become due from Tenant with respect to the
Guarantied Obligation and all losses, costs, attorneys' fees or expenses which
may be suffered by Landlord by reason of Tenant's default thereof. Guarantor's
liability under this Guaranty shall continue until the Guarantied Obligation has
been fully paid and performed. Guarantor hereby warrants and represents to
Landlord 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 Tenant, Tenant's financial status and Tenant's ability to pay and
perform the Guarantied Obligation owed to Landlord. Guarantor further warrants
and represents to Landlord that: (1) Minda S. Wilson, individually, Timothy
Wilson, individually, and A. Charles Wilson and Betty S. Wilson Trust u/d/t
dated 6/18/80, are the sole partners of Guarantor (collectively, "Guarantor's
Partners"); and (2) all consents, approvals and authorizations required in
connection with Guarantor's execution and delivery of this Guaranty, and
performance the its obligations hereunder, whether required by law, agreement or
otherwise, have been obtained, including, but not limited to, the consent and
approval required of (a) Guarantor's Partners pursuant to the terms of
Guarantor's partnership agreement or otherwise, and (b) the respective spouses
of Guarantor's Partners that are married.

         Guarantor expressly consents to Landlord 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 Landlord:
(i) waiving, renewing, extending, accelerating or otherwise changing the time,
manner, place or terms of payment of any indebtedness of Tenant or the
performance or observance by Tenant of any other term of any agreement relating
thereto; (ii) holding real or personal property security for payment of this
Guaranty or any indebtedness of Tenant, and exchanging, changing, impairing,


<PAGE>

enforcing, waiving or releasing any such security; (iii) applying any such
security and directing the order and manner of sale thereof as Landlord may in
Landlord's discretion determine; (iv) modifying, amending, supplementing or
adding to any agreements relating to any security or the Guarantied Obligation;
(v) exercising, failing to exercise or failing to timely exercise any right or
remedy against Tenant, any security (including Landlord's failure to perfect
Landlord's security interest in any security) or other guaranty of Tenant's
indebtedness; (vi) failing to proceed against or exhaust any of Tenant's
security held by Landlord; 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 Landlord to enforce
its rights under any instrument evidencing or securing Tenant's indebtedness, in
whatever order Landlord 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 Tenant or both. Landlord may, without
notice, assign this Guaranty in whole or in part. Guarantor waives any defense
arising by reason of any disability or other defense of Tenant or by reason of
the cessation from any cause of the liability of Tenant and waives the benefit
of any statute of limitations applicable to any indebtedness of Tenant or to any
liability of Guarantor hereunder. If Tenant defaults under the Guarantied
Obligation, Landlord may proceed immediately against Guarantor or Tenant, or
both, or Landlord may enforce against Guarantor or Tenant, or both, any rights
that it has under the Agreement or against Guarantor pursuant to this Guaranty
or Security Agreement (as defined below). Guarantor hereby waives notice of or
the giving of its consent to any amendments which may hereafter be made to the
terms of the Agreement, and this Guaranty shall guarantee the performance of the
Guarantied Obligation as such may be amended in connection therewith, or as the
same may be assigned from time to time. If Landlord disposes of its interest in
the Agreement, "Landlord," as used in this Guaranty, shall mean Landlord's
successors in interest and assigns.

         Guarantor waives and agrees not to assert or take advantage of: (a) any
right to require Landlord to proceed against Tenant 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 Landlord 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 Tenant, Landlord, any endorser, creditor of
Tenant 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 Landlord,
including, without limitation, any election which destroys or otherwise impairs
subrogation rights of Guarantor or the right of Guarantor to proceed against
Tenant for reimbursement, or both.


                                      -2-
<PAGE>

         Until the Guarantied Obligation has been fully paid and performed for
the benefit of Landlord, Guarantor shall have no right of subrogation and hereby
waives any right to enforce any remedy which Landlord now or may hereafter have
against Tenant, and hereby waives any benefit of any security now or hereafter
held by Landlord. 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.

         Any indebtedness or security of Tenant now or hereafter held by
Guarantor is hereby subordinated to the Guarantied Obligation, guaranteed hereby
and shall not be paid in whole or in part without Landlord's prior written
consent, nor shall Guarantor accept any payment of all or part of any such
indebtedness while this Guaranty is in effect. Guarantor hereby waives and
releases any claims to any security of Tenant and to any benefit of, and any
right to participate in, any security now or hereafter held by Tenant while this
Guaranty is in effect. Any such indebtedness of Tenant to Guarantor is hereby
assigned to Landlord as security for the performance of this Guaranty and the
payment and performance of the Guarantied Obligation by Tenant. At Landlord's
request, Guarantor shall pay to Landlord all or any part of such subordinated
indebtedness. Any payment by Tenant to Guarantor in violation of this Guaranty
shall be received by Guarantor in trust for Landlord and shall be paid to
Landlord immediately upon demand. Any such payment shall be applied against the
Guarantied Obligation guaranteed hereby, but shall not otherwise reduce or
affect, in any manner, the liability of Guarantor under this Guaranty.

         Guarantor hereby agrees that, in the event any bankruptcy, insolvency,
reorganization, liquidation or similar proceeding is instituted against Tenant,
whether voluntary or involuntary, Guarantor shall continue to be fully liable
hereunder, notwithstanding any action taken in connection with such proceeding,
including, without limitation, any election by Landlord pursuant to United
States Bankruptcy Code ss. 1111(b)(2), and Landlord shall have the right to: (1)
file claims in any such proceeding on behalf of Guarantor if Guarantor fails to
file such claim; (2) vote Guarantor's claims in any such proceeding; and (3)
receive interest on Tenant's obligations accruing after the filing of a petition
or other document to institute any such proceeding to the extent of Guarantor's
claims against Tenant.

         "Tenant" and "Guarantor" shall include the plural if there is more than
one Tenant 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, in his or her individual capacity, signs this Guaranty as a
general partner of Guarantor 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.


                                      -3-
<PAGE>

         The obligations of Guarantor hereunder are independent of the
obligations of Tenant. 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 Tenant and where or not the action is brought or prosecuted against
any other Guarantors or Tenant and Landlord may release any Guarantors or Tenant
or release or waive any security without releasing other Guarantors.

         If at any time Landlord 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, Landlord 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 Tenant and wherever the Tenant
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 Landlord's rights,
powers and remedies hereunder and under any other agreement now or at any time
hereafter in force between Landlord and Guarantor, or any of them, relating to
the Tenant shall be cumulative and not alternative and such rights, powers and
remedies shall be in addition to all rights, powers and remedies given to
Landlord 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 Landlord'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 Landlord's rights hereunder, and no modification or amendment
of this Guaranty, shall be deemed to be made by Landlord unless the same shall
be in writing, duly signed on Landlord'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 Landlord's rights or the obligations of Guarantor to Landlord
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.

         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 Landlord in writing with concurrent
sending of all such papers by facsimile 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.


                                      -4-
<PAGE>

         This Guaranty shall be secured by a Security Agreement (Assignment of
Membership Interest) of even (or approximately even) date herewith (the
"Security Agreement"), executed by Guarantor for the benefit of Landlord,
pursuant to which Guarantor shall assign to Landlord, for security purposes, all
of Guarantor's right, title and interest in and to its membership interests in
Landlord.

         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: January 1, 2002            GUARANTOR:

                                 WILSON, WILSON & WILSON,
                                 a California general partnership


                                 By:
                                     -------------------------------------------
                                     Name: A. Charles Wilson and Betty S. Wilson
                                           Trust u/d/t dated 6/18/80
                                     Its:     General Partner


                                 By:
                                     -------------------------------------------
                                     Name:    Timothy Wilson
                                     Its:     General Partner




                                      -5-
<PAGE>



                                   EXHIBIT "D"

                               SECURITY AGREEMENT

                      (ASSIGNMENT OF MEMBERSHIP INTERESTS)

         THIS SECURITY AGREEMENT (Assignment of Membership Interest) (this
"Agreement") is made as of January 1, 2002, by WILSON, WILSON & WILSON, a
California general partnership ("Debtor"), in favor of VERNON ASSOCIATES, LLC, a
California limited liability company ("Secured Party"), with reference to the
following facts:

                                    RECITALS
                                    --------

         A. Secured Party, Ernest Paper Products, Inc., a California corporation
("Tenant"), and Overhill Farms, Inc., a Nevada corporation ("Subtenant"), have
entered into that certain Consent to Sublease Agreement dated as of January 1,
2002 (the "Consent Agreement"), pursuant to which, among other things, (i)
Secured Party has consented to Tenant's sublease of certain premises to
Subtenant, and (ii) Tenant has agreed to pay to Secured Party, upon the
"Termination Date" set forth in that certain sublease agreement between Tenant
and Subtenant, the unapplied portion of the original security deposit paid to
Tenant by Subtenant in the amount of Four Hundred Thirty Thousand Dollars
($430,000.00) (the "Initial Security Deposit").

         B. In order to ensure and secure Tenant's obligation to pay the
unapplied portion of the Initial Security Deposit to Secured Party under the
terms of the Consent Agreement (and to provide reasonable and detailed back-up
regarding any amounts so applied), Secured Party has required that Debtor
execute and deliver that certain Personal Guaranty dated as of January 1, 2002
(the "Guaranty") to guarantee the full and prompt payment and discharge of such
obligation of Tenant.

         C. Secured Party has required, as a further condition to entering into
the Consent Agreement and as security for Debtor's obligations under the
Guaranty, that Debtor assign, for security purposes only, all of its right,
title and interest in and to its membership interests in Secured Party.

         NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Debtor, intending to be legally
bound hereby, unconditionally agrees as follows:

         1. OBLIGATIONS SECURED. The obligations secured hereby are the payment
and performance of: (a) all obligations of Debtor to Secured Party evidenced by
the Guaranty; and (b) all present and future obligations of Debtor to Secured
Party which expressly provide that they are secured hereby (collectively, the
"Secured Obligations"). As security for the Secured Obligations, Debtor hereby
pledges, encumbers, assigns, grants, transfers and sets over to Secured Party a
security interest in all of its right, title and interest in and to the
following (collectively, the "Collateral"): (i) all of the membership interests
in Secured Party held by Debtor, including, without limitation, (A) all voting
rights, (B) all rights to receive profits, income and distributions, whether in


<PAGE>

cash or in kind, gains, losses, deduction credits, payable or allocated to the
members of Secured Party under that certain Operating Agreement of Secured Party
dated as of February 2, 1996 (as amended, the "Operating Agreement"), (C) all
fees and charges to by paid by Secured Party to Debtor, whether now owned or
hereafter acquired, whether arising under the Operating Agreement or otherwise,
(D) any right of first refusal or option to acquire any membership interest in
Secured Party, and (E) any other property rights and interests that Debtor may
be entitled at any time to receive on account of such membership interests; (ii)
after-acquired property which replaces any of the foregoing property; and (iii)
the proceeds and products, if any, from all of the foregoing property.

         2. FINANCING STATEMENTS. Debtor hereby authorizes Secured Party to
complete and file such financing statements pursuant to the appropriate statutes
to perfect the security interest created hereby. Debtor further agrees to
perform all acts which Secured Party may reasonably request so as to enable
Secured Party to maintain such valid and perfected security interests in the
Collateral in order to secure the full payment and performance of the Secured
Obligations. Secured Party is authorized to file a copy of any such financing
statement in any jurisdiction(s) as it shall deem appropriate from time to time
in order to perfect the security interest granted herein.

         3. REPRESENTATIONS REGARDING MEMBERSHIP INTERESTS. In making the
foregoing assignment, Debtor hereby represents and warrants to Secured Party
that as of the date hereof:

                  3.1 Debtor and the members identified in the Consent to
Assignment attached hereto as EXHIBIT A and made a part hereof are collectively
the sole holders and owners of all of the membership interests in Secured Party;

                  3.2 Minda S. Wilson, individually, Timothy G. Wilson,
individually, and A. Charles Wilson and Betty S. Wilson Trust u/d/t dated
6/18/80, are the sole partners of Debtor (collectively, "Debtor's Partners");

                  3.3. Debtor has the right and authority to execute, deliver
and perform this Agreement;

                  3.4. All consents, approvals and authorizations required in
connection with Debtor's execution and delivery of this Agreement, and
performance of its obligations hereunder, whether required by law, agreement or
otherwise, have been obtained, including, but not limited to, any consent or
approval required of (a) the other members of Secured Party pursuant to the
terms of the Operating Agreement, (b) Debtor's Partners pursuant to the terms of
Debtor's partnership agreement or otherwise, and (c) the respective spouses of
Debtor's Partners that are married;

                  3.5. The Operating Agreement is valid and in full force and
effect in accordance with its terms, and Debtor is in full compliance with all
of the requirements, terms conditions and covenants contained therein;

                  3.6. Debtor has not pledged or assigned its membership
interests in Secured Party to any person or entity, except Secured Party
pursuant hereto.


                                      -2-
<PAGE>

         4. CONTINUED OPERATION BY DEBTOR. This Agreement is an assignment for
security purposes but, without diminishing the rights and security interests
granted hereunder, so long as no default exists hereunder or under the Guaranty,
Debtor may use, take advantage of and have all of the benefits of the
Collateral, but not including the right, without Secured Party's prior written
consent as herein described, to pledge, encumber, assign, sell or transfer its
membership interests in Secured Party or to admit substitute or additional
parties as members in Secured Party if such admission would result in a dilution
of Debtor's membership interests. Secured Party, in Secured Party's sole
discretion, may terminate and revoke the foregoing rights of Debtor upon any
default hereunder or under the Guaranty. Any attempted pledge, encumbrance,
assignment, sale or transfer of Debtor's membership interests in Secured Party,
and any attempted admission of substitute or additional members in Secured
Party, not specifically permitted under this Agreement, or otherwise consented
to by Secured Party in writing, are absolutely void and of no force or effect
for any purpose whatsoever.

         5. COVENANTS OF DEBTOR. Debtor hereby covenants and agrees:

                  5.1. Not to execute, without Secured Party's prior written
consent (which Secured Party may give or withhold in Secured Party's sole
discretion), any other agreement or instrument for purposes of pledging,
encumbering, assigning, selling or transferring Debtor's right, title or
interest in the membership interests of Secured Party;

                  5.2. Not to admit, without Secured Party's prior written
consent (which Secured Party may give or withhold in Secured Party's sole
discretion), any person or entity as an additional or substitute member of
Debtor if such admission would result in a dilution of Debtor's membership; and

                  5.3. Deliver promptly to Secured Party true and correct copies
of all notices or other documents or communications received or given by Debtor
with regard to or relating in any way to Debtor's membership interests in
Secured Party.

         6. EVENTS OF DEFAULT. Each of the following events shall constitute an
"Event of Default" hereunder:

                  6.1 if Debtor fails to observe or perform any obligation or
agreement contained in this Agreement or the Guaranty;

                  6.2 if any representation or warranty made by Debtor herein
shall prove to be incorrect in any material respect when made; and

                  6.3 if Debtor pledges, encumbers, assigns, sells or transfers
all or any portion of the Collateral or any interest therein in violation of the
terms of this Agreement.


                                      -3-
<PAGE>

         7. REMEDIES OF SECURED PARTY. If an Event of Default occurs and is
continuing, Secured Party shall have all rights, powers, privileges and remedies
granted to a secured party upon default under the California Commercial Code or
otherwise provided at law, including, but not limited to, the right to contact
all persons obligated to Debtor on the Collateral and to instruct such persons
to deliver all Collateral directly to Secured Party. Secured Party has and
possesses a security interest in all Collateral. Any forbearance or failure or
delay by Secured Party in exercising any right, power or remedy hereunder will
not be deemed a waiver of such right, power or remedy and any single or partial
exercise of any right, power or remedy hereunder or under the Guaranty does not
preclude the further exercise thereof, and every right, power and remedy of
Secured Party continues in full force and effect until such right, power or
remedy is waived specifically by an instrument in writing signed by Secured
Party. No notice to or demand on Debtor entitles Debtor to any other or further
notice or demand.

         8. REMEDIES CUMULATIVE. The remedies provided herein in favor of
Secured Party are not exclusive, but are cumulative and in addition to all other
remedies in favor of Secured Party existing under the Guaranty, and at law or in
equity. Without limiting the foregoing, Secured Party may exercise its rights
with respect to a portion of the Collateral without exercising its rights with
respect to any other portion thereof, and may exercise any of its rights under
this Agreement without obligation to other security.

         9. DEBTOR'S INDEMNITY. Debtor shall indemnify, defend and protect
Secured Party against and from and hold Secured Party free and harmless from any
and all claims, demands, lawsuits, judgments, awards, costs, liabilities and
expenses, including attorneys' fees, arising by reason of any default by Debtor
hereunder, including any default under the Operating Agreement.

         10. RELATIONSHIP OF PARTIES. This Agreement is intended to be and is
deemed for all purposes to constitute addition security granted to Secured Party
for the payment and performance of the obligations of Debtor under the Guaranty.
The execution and delivery of this Agreement and the enforcement of this
Agreement by Secured Party does not alter or expand upon the debtor and credit
or relationship between Debtor and Secured Party, and nothing contained herein
is to be construed to constitute Secured Party a partner of or a joint venturer
with Debtor.

         11. COSTS, EXPENSES AND ATTORNEYS' FEES. Debtor shall pay to Secured
Party immediately upon demand, the full amount of all payments, advances,
charges, costs and expenses, including reasonable attorneys' fees, incurred by
Secured Party in exercising any right, power, privilege or remedy conferred by
this Agreement or in the enforcement thereof, including any of the foregoing
incurred in connection with any bankruptcy proceeding relating to any Debtor or
valuation of the Collateral including, but not limited to, the seeking of relief
from or modification of the automatic stay or the negotiation and drafting of a
cash collateral order. All of the foregoing shall be paid by Debtor to Secured
Party, with interest at a rate per annum equal to the highest rate then
permitted under applicable law.

         12. MISCELLANEOUS.

                  (a) BINDING EFFECT. Wherever any of the parties to this
Agreement is referred to, such reference is deemed to include the heirs,
successors, assigns and personal representatives of such party. This Agreement
shall be binding upon and inure to the benefit of the successors and assigns of
each party hereto.


                                      -4-
<PAGE>

                  (b) NOTICES. All notices, demands, solicitations of consent or
approval, and other communications hereunder required or permitted shall be in
writing and shall be deemed to have been given (i) when personally delivered or
telecopied, (ii) one (1) business day after the date when deposited with an
overnight courier, or (iii) three (3) business days after the date when
deposited in the United States mail and sent postage prepaid by registered or
certified mail, return receipt requested, addressed as follows:

         If to Debtor, to the intended recipient at:

                  Wilson, Wilson & Wilson
                  c/o Turner, Laub & Escovar
                  888 S. Figueroa Street, Suite 860
                  Los Angeles, California 90017
                  Attention: Mr. Bruce Laub

         If to Secured Party, to the intended recipient at:

                  Vernon Associates, LLC
                  c/o 12540 Beatrice Street, Suite 203
                  Los Angeles, California 90066
                  Attention: Mr. William D. Feldman

                  (c) GOVERNING LAW. This Agreement shall be governed by and
construed in accordance with the laws of the State of California.

                  (d) SEVERABILITY. If any provision of this Agreement shall be
held to be prohibited by or invalid under applicable law, such provision shall
be ineffective only to the extent of such prohibition or invalidity, without
invalidating the remainder of such provision or any remaining provisions of this
Agreement.

                  (e) COUNTERPARTS. This Agreement may be executed in one or
more counterparts, all of which together shall constitute one and the same
agreement.

                  (f) JOINT AND SEVERAL LIABILITY. The liability of all persons
and entities executing this Agreement as Debtor shall be joint and several.

                  (g) HEADINGS. The headings used herein are for convenience of
reference only and are not part of this Agreement and do not in any way limit or
amplify the terms hereof.

                  (h) MODIFICATIONS. This Agreement may not be amended or
modified in any respect whatsoever except by written instrument signed by the
parties.

                  (i) WAIVER OF JURY TRIAL. THE DEBTOR AND SECURED PARTY HEREBY
EXPRESSLY WAIVE ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE
OF ACTION (A) ARISING UNDER THE LOAN DOCUMENTS, INCLUDING, WITHOUT LIMITATION,
ANY PRESENT OR FUTURE MODIFICATION THEREOF, OR (B) IN ANY WAY CONNECTED WITH OR
RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH
RESPECT TO THE, LOAN DOCUMENTS OR THIS AGREEMENT (AS NOW OR HEREAFTER MODIFIED)
OR ANY OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN
CONNECTION HEREWITH, OR THE TRANSACTIONS RELATED HERETO OR THERETO, IN EACH CASE
WHETHER SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION IS NOW EXISTING OR
HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT OR TORT OR OTHERWISE; AND
EACH SUCH PARTY HEREBY AGREES AND CONSENTS; THAT ANY PARTY TO THIS AGREEMENT MAY
FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN
EVIDENCE OF THE CONSENT OF THE PARTIES HERETO TO THE WAIVER OF ANY RIGHT THEY
MIGHT OTHERWISE HAVE TO TRIAL BY JURY.


                                      -5-
<PAGE>

         IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first appearing above.

                                 DEBTOR:

                                 WILSON, WILSON & WILSON,
                                 a California general partnership


                                 By:
                                     -------------------------------------------
                                     Name: A. Charles Wilson and Betty S. Wilson
                                           Trust y/d/t 6/18/80
                                     Its:     General Partner


                                 By:
                                     -------------------------------------------
                                     Name:    Timothy Wilson
                                     Its:     General Partner


                                      -6-
<PAGE>


                                    EXHIBIT A

                               CONSENT OF MEMBERS


         The undersigned hereby certify that they constitute all of the members
of Vernon Associates, LLC, a California limited liability company (the
"Company"), other than Wilson, Wilson & Wilson, a California general partnership
("Debtor"). The undersigned: (a) have read and understand the foregoing Security
Agreement (Assignment of Membership Interest) executed by Debtor in favor of the
Company (the "Security Agreement"); (b) acknowledge and consent to the terms of
the Security Agreement and Debtor's execution, delivery and performance
thereunder; and (c) acknowledge and agree that to the extent the consent and
approval of the members is required under the terms of the Company's operating
agreement, execution of this Consent of Members by the undersigned shall be
deemed to satisfy the consent and approval required thereunder.

         IN WITNESS WHEREOF, the undersigned have executed this Consent of
Members as of January 1, 2002.



-------------------------------------       ------------------------------------
WILLIAM D. FELDMAN, an individual           PATRICIA HOFFMAN, an individual


-------------------------------------       ------------------------------------
STUART KLABIN, an individual                EDWARD ELSNER, an individual


-------------------------------------       FBV, LTD., a California limited
THOMAS ELSNER, an individual                partnership



                                            By:
                                                --------------------------------
                                                William D. Feldman, its General
                                                  Partner



<PAGE>

                                   EXHIBIT "B"

                                   WORK LETTER

         This Work Letter shall set forth the terms and conditions relating to
the construction of the "Improvements," as that term is defined in Section 2.1,
below. This Work Letter is essentially organized chronologically and addresses
the issues of the construction of the Improvements, in sequence, as such issues
will arise during the actual construction of the Improvements.

         1. DELIVERY OF THE PREMISES AND BASE PROJECT. Sublandlord shall deliver
the base, shell and core of the Premises and all other improvements currently
located in the Premises (collectively, the "Base Project") to Subtenant
following the mutual execution and delivery of this Sublease. Subtenant has
inspected and hereby approves the condition of the Base Project and agrees that
the Base Project shall be delivered to Subtenant in their presently existing
"as-is" condition.

         2. IMPROVEMENTS. Subtenant shall design and construct within the
Premises certain improvements, which are permanently affixed to the Premises
(the "Improvements").

         3. CONSTRUCTION DRAWINGS.

                  3.1 SELECTION OF ARCHITECT/CONSTRUCTION DRAWINGS. Subtenant
shall retain an architect, subject to Sublandlord's and Landlord's prior
reasonable approval, or use its internal personnel (the "Architect") to prepare
the "Construction Drawings," as that term is defined in this SECTION 3.1.
Subtenant shall retain the engineering consultants reasonably approved by
Landlord, or use its internal personnel (the "Engineers") to prepare all plans
and engineering working drawings relating to the structural, mechanical,
electrical, plumbing, HVAC, life safety, and sprinkler work of the Improvements.
The plans and drawings to be prepared by Architect and the Engineers hereunder
shall be known collectively as the "Construction Drawings." All Construction
Drawings shall comply with the drawing format and specifications reasonably
determined by Landlord, and shall be subject to Sublandlord's and Landlord's
approval. Subtenant and Architect shall verify, in the field, the dimensions and
conditions as shown on the relevant portions of the Base Project plans, and
Subtenant and Architect shall be solely responsible for the same, and
Sublandlord and Landlord shall have no responsibility in connection therewith.
Sublandlord's and Landlord's review of the Construction Drawings as set forth in
this SECTION 3, shall be for their sole purpose and shall not imply
Sublandlord's and Landlord's review of the same, or obligate Sublandlord or
Landlord to review the same, for quality, design, code compliance or other like
matters. Accordingly, notwithstanding that any Construction Drawings are
reviewed by Sublandlord or Landlord or their space planners, architects,
engineers and consultants, and notwithstanding any advice or assistance which
may be rendered to Subtenant by Sublandlord or Landlord or Landlord's space
planner, architect, engineers, and consultants, Sublandlord and Landlord shall
have no liability whatsoever in connection therewith and shall not be
responsible for any omissions or errors contained in the Construction Drawings,
and Subtenant's waiver and indemnity set forth in the Sublease shall
specifically apply to the Construction Drawings.


<PAGE>

                  3.2 FINAL SPACE PLAN. Subtenant shall supply Sublandlord and
Landlord with copies signed by Subtenant of its final space plan for the
Premises before any architectural working drawings or engineering drawings have
been commenced. The final space plan (the "Final Space Plan") shall include a
layout and designation of all offices, rooms and other partitioning, their
intended use, and equipment to be contained therein. Sublandlord or Landlord may
request clarification or more specific drawings for special use items not
included in the Final Space Plan. Sublandlord and Landlord shall advise
Subtenant within five (5) business days after Sublandlord's and Landlord's
receipt of the Final Space Plan for the Premises if the same is unsatisfactory
or incomplete in any respect. If Subtenant is so advised, Subtenant shall
promptly cause the Final Space Plan to be revised to correct any deficiencies or
other matters Sublandlord or Landlord may reasonably require.

                  3.3 FINAL WORK DRAWINGS. After the Final Space Plan has been
approved by Sublandlord and Landlord, Subtenant shall supply the Engineers with
a complete listing of standard and non-standard equipment and specifications,
including, without limitation, B.T.U. calculations, electrical requirements and
special electrical receptacle requirements for the Premises, to enable the
Engineers and the Architect to complete the "Final Working Drawings" (as that
term is defined below) in the manner as set forth below. Upon the approval of
the Final Space Plan by Sublandlord, Landlord and Subtenant, Subtenant shall
promptly cause the Architect and the Engineers to complete the architectural and
engineering drawings for the Premises, and Architect shall compile a fully
coordinated set of architectural, structural, mechanical, electrical and
plumbing working drawings in a form which is complete to allow subcontractors to
bid on the work and to obtain all applicable permits (collectively, the "Final
Working Drawings") and shall submit the same to Sublandlord and Landlord for
Sublandlord's and Landlord's approval. Subtenant shall supply Sublandlord and
Landlord with copies signed by Subtenant of such Final Working Drawings.
Sublandlord and Landlord shall advise Subtenant within five (5) business days
after Sublandlord's and Landlord's receipt of the Final Working Drawings for the
Premises if the same is unsatisfactory or incomplete in any respect. If
Subtenant is so advised, Subtenant shall immediately revise the Final Working
Drawings in accordance with such review and any disapproval of Sublandlord or
Landlord in connection therewith.

                  3.4 APPROVED WORKING DRAWINGS. The Final Working Drawings
shall be approved by Sublandlord and Landlord (the "Approved Working Drawings")
prior to the commencement of construction of the Premises by Subtenant. After
approval by Sublandlord and Landlord of the Final Working Drawings, Subtenant
may submit the same to the appropriate municipal authorities for all applicable
building permits. Subtenant hereby agrees that neither Sublandlord, Landlord nor
Landlord's consultants shall be responsible for obtaining any building permit or
certificate of occupancy for the Premises and that obtaining the same shall be
Subtenant's responsibility; provided, however, that Sublandlord and Landlord
shall, in any event, cooperate with Subtenant in executing permit applications
and performing other ministerial acts reasonably necessary to enable Subtenant
to obtain any such permit or certificate of occupancy. No material changes,
material modifications or material alterations in the Approved Working Drawings
may be made without the prior written consent of Sublandlord and Landlord, which
consent may not be unreasonably withheld.

                                      -2-
<PAGE>

         4. CONSTRUCTION OF THE IMPROVEMENTS.

                  4.1 THE CONTRACTOR.

                           4.1.1 THE CONTRACTOR. Subtenant shall act as the
general contractor to construct the Improvements ("Contractor").

                           4.1.2 SUBTENANT'S AGENTS. All subcontractors,
laborers, materialmen, and suppliers used by Subtenant other than employees of
Subtenant (such subcontractors, laborers, materialmen, and suppliers, and the
Contractor to be known collectively as "Subtenant's Agents") must be approved in
writing by Sublandlord and Landlord, which approval shall not be unreasonably
withheld or delayed. If Sublandlord or Landlord does not approve any of
Subtenant's proposed subcontractors, laborers, materialmen or suppliers,
Subtenant shall submit other proposed subcontractors, laborers, materialmen or
suppliers for Sublandlord's and Landlord's written approval.

                  4.2 CONSTRUCTION OF IMPROVEMENTS.

                           4.2.1 CONSTRUCTION.

                                    (a) SUBLANDLORD'S AND LANDLORD'S GENERAL
         CONDITIONS FOR SUBTENANT'S AGENTS AND IMPROVEMENT WORK. Construction of
         the Improvements by Subtenant and Subtenant's Agent shall comply with
         the following: (i) the Improvements shall be constructed in material
         accordance with the Approved Working Drawings; and (ii) Subtenant shall
         abide by all reasonable construction rules made by Sublandlord's and
         Landlord's project managers under the circumstances.

                                    (b) INDEMNITY. Subtenant's indemnity of
         Sublandlord and Landlord as set forth in the Sublease shall also apply
         with respect to any and all costs, losses, damages, injuries and
         liabilities related in any way to any act or omission of Subtenant or
         Subtenant's Agents, or anyone directly or indirectly employed by any of
         them, or in connection with Subtenant's non-payment of any amount
         arising out of the Improvements and/or Subtenant's disapproval of all
         or any portion of any request for payment. Such indemnity by Subtenant
         shall also apply with respect to any and all costs, losses, damages,
         injuries and liabilities related in any way to Sublandlord's and
         Landlord's performance of any ministerial acts reasonably necessary (i)
         to permit Subtenant to complete the Improvements, and (ii) to enable
         Subtenant to obtain any building permit or certificate of occupancy for
         the Premises.

                                    (c) WARRANTIES. Subtenant shall provide for
         the benefit of Sublandlord and Landlord any warranties which Subtenant
         receives from its subcontractors. Subtenant covenants to give to
         Sublandlord and Landlord any assignment or other assurances which may
         be necessary to effect such right of direct enforcement.

                                    (d) INSURANCE REQUIREMENTS.


                                      -3-
<PAGE>

                                            (i) GENERAL COVERAGES. All of
                  Subtenant's Agents shall carry worker's compensation insurance
                  covering all of their respective employees, and shall also
                  carry public liability insurance, including property damage,
                  all with limits, in form and with companies as are required to
                  be carried by Subtenant as set forth in the Sublease.

                                            (ii) SPECIAL COVERAGE. Subtenant
                  shall carry "Builder's All Risk" insurance in a reasonable
                  amount approved by Sublandlord and Landlord covering the
                  construction of the Improvements, and such other insurance as
                  Sublandlord and Landlord may reasonably require, it being
                  understood and agreed that the Improvements shall be insured
                  by Subtenant pursuant to the Sublease immediately upon
                  completion thereof. Such insurance shall be in amounts and
                  shall include such extended coverage endorsements as may be
                  reasonably required by Sublandlord and Landlord including, but
                  not limited to, the requirement that all of Subtenant's Agents
                  shall carry excess liability and Products and Completed
                  Operation Coverage insurance, each in amounts not less than
                  $500,000 per incident, $1,000,000 in aggregate, and in form
                  and with companies as are required to be carried by Subtenant
                  as set forth in the Sublease.

                                            (iii) GENERAL TERMS. Certificates
                  for all insurance carried pursuant to this SECTION 4.2.1(d)
                  shall be delivered to Sublandlord and Landlord before the
                  commencement of construction of the Improvements and before
                  the Contractor's equipment is moved onto the site. All such
                  policies of insurance must contain a provision that the
                  company writing said policy will give Sublandlord and Landlord
                  thirty (30) days prior written notice of any cancellation or
                  lapse of the effective date or any reduction in the amounts of
                  such insurance. In the event that the Improvements are damaged
                  by any cause during the course of the construction thereof,
                  Subtenant shall immediately repair the same at Subtenant's
                  sole cost and expense. Subtenant's Agents shall maintain all
                  of the foregoing insurance coverage in force until the
                  Improvements are fully completed and accepted by Sublandlord
                  and Landlord. All policies carried under this SECTION 4.2.1(D)
                  shall insure Sublandlord, Landlord and Subtenant, as their
                  interest may appear, as well as Contractor and Subtenant's
                  Agents. All insurance, except Workers' Compensation,
                  maintained by Subtenant's Agents shall preclude subrogation
                  claims by the insurer against anyone insured thereunder. Such
                  insurance shall provide that it is primary insurance as
                  respects the Landlord and that any other insurance maintained
                  by Landlord is excess and noncontributing with the insurance
                  required hereunder. The requirements for the foregoing
                  insurance shall not derogate from the provisions for
                  indemnification of Sublandlord and Landlord by Subtenant under
                  SECTION 4.2.1(D) of this Work Letter.

                                    (e) GOVERNMENTAL COMPLIANCE. The
         Improvements shall comply in all respects with the following: (i) all
         state, federal, city or quasi-governmental laws, codes, ordinances and
         regulations, as each may apply according to the rulings of the
         controlling public official, agent or other person; (ii) applicable
         standards of the American Insurance Association (formerly, the National
         Board of Fire Underwriters) and the National Electrical Code; and (iii)
         building material manufacturer's specifications.


                                      -4-
<PAGE>

                                    (f) INSPECTION BY SUBLANDLORD AND LANDLORD.
         Sublandlord and Landlord shall have the right to inspect the
         Improvements at all times; provided, however, Sublandlord's and/or
         Landlord's failure to inspect the Improvements shall in no event
         constitute a waiver of any of Sublandlord's and/or Landlord's rights
         hereunder nor shall Sublandlord's or Landlord's inspection of the
         Improvements constitute Sublandlord's and/or Landlord's approval of the
         same. Should Sublandlord or Landlord reasonably disapprove any portion
         of the Improvements, Sublandlord and/or Landlord shall notify Subtenant
         in writing of such disapproval and shall specify the items disapproved.
         Any defects or deviations in, and/or reasonable disapproval by
         Sublandlord and/or Landlord of, the Improvements shall be rectified by
         Subtenant at no expense to Sublandlord or Landlord; provided, however,
         in the event Sublandlord or Landlord determine that a defect or
         deviation exists or disapprove of any matter in connection with any
         portion of the Improvements and such defect, deviation or matter might
         adversely affect the mechanical, electrical, plumbing, heating,
         ventilating and air conditioning or life-safety systems of the Premises
         or the structure or exterior of the Premises, Sublandlord or Landlord
         may take such action as Sublandlord or Landlord deem reasonably
         necessary, at Subtenant's expense and without incurring any liability
         on Sublandlord's or Landlord's part, to correct any such defect,
         deviation and/or matter, including, without limitation, causing the
         cessation of performance of the construction of the Improvements until
         such time as the defect, deviation and/or matter is corrected to
         Sublandlord's and Landlord's reasonable satisfaction.

                                    (g) MEETINGS. Commencing upon the execution
         of this Sublease, Subtenant shall hold periodic meetings at reasonable
         times at the reasonable request of Sublandlord and/or Landlord
         regarding the progress of the preparation of Construction Drawings and
         the construction of the Improvements, which meetings shall be held at
         the Premises, and Sublandlord and Landlord and/or their agents shall
         have the right to attend all such meetings.

                  4.3 NOTICE OF COMPLETION: COPY OF RECORD SET OF PLANS. Within
ten (10) days after completion of construction of the Improvements, Subtenant
shall cause a Notice of Completion to be recorded in the Office of the Recorder
of the County of Los Angeles in accordance with California Civil Code ss. 3093
or any successor statute, and shall furnish a copy thereof to Sublandlord and
Landlord upon such recordation. If Subtenant fails to do so, Sublandlord and/or
Landlord may, itself/themselves execute and file the same on behalf of Subtenant
as Subtenant's agent for such purpose, at Subtenant's sole cost and expense. At
the conclusion of construction, Subtenant shall cause the Architect and
Contractor (A) to update the Approved Working Drawings as necessary to reflect
all changes made to the Approved Working Drawings during the course of
construction, (B) to certify that, to the best of their knowledge, the
"record-set" of as-built drawings are true and correct, which certification
shall survive the expiration or termination of this Sublease and the New Lease,
and (C) to deliver to Sublandlord and Landlord two (2) sets of copies of such
record set of drawings on auto-cadd within ninety (90) days following issuance
of a certificate of occupancy for the Premises.


                                      -5-
<PAGE>

         5. MISCELLANEOUS

                  5.1 SUBTENANT'S REPRESENTATIVES. Subtenant has designated Andy
Horvath as its sole representative with respect to the matters set forth in this
Work Letter, who shall have full authority and responsibility to act on behalf
of the Subtenant as required in this Work Letter.

                  5.2 SUBLANDLORD'S REPRESENTATIVES. Sublandlord has designated
Steve Parks as its sole representatives with respect to the matters set forth in
this Work Letter, who, until further notice to Subtenant, shall have full
authority and responsibility to act on behalf of the Sublandlord as required in
this Work Letter.

                  5.3 LANDLORD'S REPRESENTATIVES. Landlord has designated Mr.
John Villisich of Bayside Enterprises, San Pedro, California (310/832-2775) as
its sole representatives with respect to the matters set forth in this Work
Letter, who, until further notice to Subtenant, shall have full authority and
responsibility to act on behalf of the Landlord as required in this Work Letter.

                  5.4 TIME OF THE ESSENCE IN THIS WORK LETTER. Unless otherwise
indicated, all references herein to a "number of days" shall mean and refer to
calendar days. If any item requiring approval is timely disapproved by
Sublandlord and/or Landlord, the procedure for preparation of the documents and
approval thereof shall be repeated until the document is approved by Sublandlord
and Landlord.

                  5.5 SUBTENANT'S SUBLEASE DEFAULT. Notwithstanding any
provision to the contrary contained in this Sublease, if an event of default as
described in the Sublease or a default by Subtenant under this Work Letter has
occurred at any time on or before the later of (i) the substantial completion of
the Premises and (ii) the Commencement Date, then (a) in addition to all other
rights and remedies granted to Sublandlord or Landlord pursuant to this
Sublease, Sublandlord or Landlord may cause Contractor to cease the construction
of the Premises (in which case, Subtenant shall be responsible for any delay in
the substantial completion of the Premises caused by such work stoppage), and
(b) all other obligations of Sublandlord or Landlord under the terms of this
Work Letter shall be forgiven until such time as such default is cured pursuant
to the terms of this Sublease (in which case, Subtenant shall be responsible for
any delay in the substantial completion of the Premises caused by such inaction
by Sublandlord and/or Landlord).


                                      -6-
<PAGE>



                                   EXHIBIT "C"


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 (SUBLEASE)

         This WAIVER AND CONSENT (SUBLEASE) is made and entered into as of
January__, 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 ERNEST PAPER PRODUCTS, INC., a
California corporation ("Consenting Party"), whose address is c/o William D.
Feldman Associates, 12540 Beatrice Street, Suite 203, Los Angeles, California
90049.

                                    RECITALS

         A. VERNON ASSOCIATES, LLC, a California limited liability company
("Master Landlord"), 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"). Master Landlord and Consenting Party are parties to that
certain Industrial Real Estate Lease (Single-Tenant Facility) dated as of April
22, 1994 including the Addendum Rider to Industrial Real Estate Lease (the
"Lease").



<PAGE>

         B. Consenting Party is the owner of a leasehold estate in 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 Sublease (the "Sublease"), under
which Debtor leases the Premises.

         C. 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."

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

         E. 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").

         F. The execution and delivery of this Waiver and Consent (Sublease) by
Consenting Party and acknowledgment thereof by Debtor and Master Landlord 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 SUBLEASE, SENIOR SECURED PARTY,
SUBORDINATED SECURED PARTY AND CONSENTING PARTY AGREE THAT:


                                      -2-
<PAGE>

                                    AGREEMENT

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

         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.

         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 Sublease 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 Sublease 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 Sublease 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 Sublease or (b) the expiration,
termination or cancellation of the Sublease 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 Sublease. 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.


                                      -3-
<PAGE>

         8. Consenting Party unconditionally consents in advance to (a) the
granting of a security interest in the Sublease 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 Sublease 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.

         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 (Sublease) 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:

                                      ERNEST PAPER PRODUCTS, INC.,
                                      a California corporation


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



ACKNOWLEDGED AND AGREED TO:

DEBTOR:

OVERHILL FARMS, INC.,
a Nevada corporation

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

[signatures continued on next page]



<PAGE>



[signatures continued from previous page]

MASTER LANDLORD:

The undersigned hereby accepts and consents
to the foregoing Waiver and Consent
(Sublease) and acknowledges that under
certain circumstances it may succeed to and
be bound by the rights and obligations of
Consenting Party under the foregoing Waiver
and Consent (Sublease):

VERNON ASSOCIATES, LLC,
a California limited liability company


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




                                      -2-
<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)



<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)


                                      -2-
<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)




                                      -3-
<PAGE>



                                   EXHIBIT "A"

                                    PREMISES


                                [TO BE ATTACHED]





<PAGE>


                                   EXHIBIT "A"

                                LEGAL DESCRIPTION

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 "D"

                                    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


<PAGE>

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
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 nonperformance,
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-