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EXHIBIT 10.86
                           CALIFORNIA CHAPTERS OF THE
                SOCIETY OF INDUSTRIAL AND OFFICE REALTORS(R) INC.

                          INDUSTRIAL REAL ESTATE LEASE
                            (SINGLE-TENANT FACILITY)



ARTICLE ONE: BASIC TERMS

         This Article One contains the Basic Terms of this Lease between the
Landlord and Tenant named below. Other Articles, Sections and Paragraphs of the
Lease referred to in this Article One explain and define the Basic Terms and are
to be read in conjunction with the Basic Terms.

         Section 1.01. Date of Lease: April 22, 1994

         Section 1.02 Landlord (include legal entity): Vernon Associates (A
California Partnership)

Address of Landlord: c/o William D. Feldman Associates, 12540 Beatrice St. #203,
Los Angeles, CA 90066

         Section 1.03. Tenant (include legal entity): Ernest Paper Products,
Inc., a California corporation
Address of Tenant: _____________________________________________________________
________________________________________________________________________________

         Section 1.04. Property: (include street address, approximate are
footage and description) 2727 E. Vernon Ave., Vernon, California. A one story
tilt up warehouse building of approx. 147,210 square feet on land including
various access easements as shown of the June 10, 1992 survey by Mollenhauer,
Higashi & Moore attached as Exhibit "A"

         Section 1.05. Lease Term: 10 years 0 months beginning on January 1,
1995 or such other date as is specified in this Lease, and ending on December
31, 2004

         Section 1.06. Permitted Uses: (See Article Five) Sales and distribution
of industrial products and operations related thereto.

         Section 1.07. Tenant's Guarantor. (If none, so state) None

         Section 1.08. Brokers: (See Article Fourteen) (If none, so state)
Landlord's Broker: William D. Feldman & Associates
Tenant's Broker: S. D. Herman Co., Inc.

         Section 1.09. Commission Payable to Landlord's Broker: (See Article
Fourteen) $ Per Agreement

         Section 1.10. Initial Security Deposit: (See Section 3.03) $ 43,832.34

                                                          Initials /s/ illegible
                                                                   /s/ illegible

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         Section 1.11. Vehicle Parking Spaces Allocated to Tenant:______________

         Section 1.12. Rent and Other Charges Payable by Tenant:

         (a) BASE RENT: Forty-three Thousand Eight Hundred Thirty-two and 34/100
Dollars ($43,832.34) per month for the first 30 months, as provided in Section
3.01, and shall be increased on the first day of the 31st, 61st & 91st month(s)
after the Commencement Date, either (i) as provided in Section 3.02. However the
Index shall not be deemed to have increased by more than at an annual compounded
rate of:* (If (ii) is completed, then (i) and Section 3.02 are inapplicable.)

         (b) OTHER PERIODIC PAYMENTS: (i) Real Property Taxes above the "Base
Real Property Taxes" (See Section 4.02); (ii) Utilities (See Section 4.03);
(iii) Increased Insurance Premiums above "Base Premiums" (See Section 4.04);
(iv) Impounds for Tenant's Share of Insurance Premiums and Property Taxes (See
Section 4.07); (v) Maintenance, Repairs and Alterations (See Article Six).

         Section 1.13. Costs and Charges Payable by Landlord: (a) Base Real
Property Taxes (See Section 4.02); (b) Base Insurance Premiums (See Section
4.04(c)); (c) Maintenance and Repair (See Article Six).

         Section 1.14. Landlord's Share of Profit on Assignment or Sublease:
(See Section 9.05) None percent (0%) of the Profit (the "Landlord's Share").

         Section 1.15. Riders: The following Riders are attached to and made a
part of this Lease: (If none, so state)

         Addendum Rider; Option To Extend Term

*i)      4% during the 1st 30 months; ii) 5% during the 2nd 30 months; and (iii)
         6% during the 3rd 30 months.

ARTICLE TWO: LEASE TERM

         Section 2.01. Lease of Property For Lease Term. Landlord leases the
Property to Tenant and Tenant leases the Property from Landlord for the Lease
Term. The Lease Term is for the period stated in Section 1.05 above and shall
begin and end on the dates specified in Section 1.05 above, unless the beginning
or end of the Lease Term is changed under any provision of this Lease. The
"Commencement Date" shall be the date specified in Section 1.05 above for the
beginning of the Lease Term, unless advanced or delayed under any provision of
this Lease.

         Section 2.02. Delay in Commencement. Landlord shall not be liable to
Tenant if Landlord does not deliver possession of the Property to Tenant on the
Commencement Date. Landlord's non-delivery of the Property to Tenant on that
date shall not affect this Lease or the obligations of Tenant under this Lease
except that the Commencement Date shall be delayed until Landlord delivers
possession of the Property to Tenant and the Lease Term shall be extended for a
period equal to the delay in delivery of possession of the Property to Tenant,
plus the number of days, necessary to end the Lease Term on the last day of a
month. If Landlord does not deliver possession of the Property to Tenant within
sixty (60) days after the Commencement Date, Tenant may elect to cancel this

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Lease by giving written notice to Landlord within ten (10) days after the sixty
(60) -day period ends. If Tenant gives such notice, the Lease shall be cancelled
and neither Landlord nor Tenant shall have any further obligations to the other.
If Tenant does not give such notice, Tenant's right to cancel the Lease shall
expire and the Lease Term shall commence upon the delivery of possession of the
Property to Tenant. If delivery of possession of the Property to Tenant is
delayed, Landlord and Tenant shall, upon such delivery, execute an amendment to
this Lease setting forth the actual Commencement Date and expiration date of the
Lease. Failure to execute such amendment shall not affect the actual
Commencement Date and expiration date of the Lease.

         Section 2.03. Early Occupancy. If Tenant occupies the Property prior to
the Commencement Date, Tenant's occupancy of the Property shall be subject to
all of the provisions of this Lease. Early occupancy of the Property shall not
advance the expiration date of this Lease. Tenant shall pay Base Rent and all
other charges specified in this Lease for the early occupancy period, unless
otherwise agreed upon by Landlord and Tenant.

         Section 2.04. Holding Over. Tenant shall vacate the Property upon the
expiration or earlier termination of this Lease. Tenant shall reimburse Landlord
for and indemnify Landlord against all damages which Landlord incurs from
Tenant's delay in vacating the Property. If Tenant does not vacate the Property
upon the expiration or earlier termination of the Lease and Landlord thereafter
accepts rent from Tenant, Tenant's occupancy of the Property shall be a
"month-to-month" tenancy, subject to all of the terms of this Lease applicable
to a month-to-month tenancy, except that the Base Rent then in effect shall be
increased by twenty-five percent (25%).

ARTICLE THREE: BASE RENT

         Section 3.01. Time and Manner of Payment. Upon execution of this Lease,
Tenant shall pay Landlord the Base Rent in the amount stated in Paragraph
1.12(a) above for the first month of the Lease Term. On the first day of the
second month of the Lease Term and each month thereafter, Tenant shall pay
Landlord the Base Rent, in advance, without offset, deduction or prior demand.
The Base Rent shall be payable at Landlord's address or at such other place as
Landlord may designate in writing.

         Section 3.02. Cost of Living Increases. The Base Rent shall be
increased on each date (the "Rental Adjustment Date") stated in Paragraph
1.12(a) above in accordance with the increase in the United States Department of
Labor. Bureau of Labor Statistics, Consumer Price Index for All Urban Consumers
Los Angeles-Anaheim-Riverside, all items, on the basis of 1982-1984 = 100) (the
"Index") as follows:

         (a) The Base Rent (the "Comparison Base Rent") in effect immediately
before each Rental Adjustment Date shall be increased by the percentage that the
Index has increased from the date (the "Comparison Date") on which payment of
the Comparison Base Rent began through the month in which the applicable Rental
Adjustment Date occurs. The Base Rent shall not be reduced by reason of such
computation. Landlord shall notify Tenant of each increase by a written
statement which shall include the Index for the applicable Comparison Date, the
Index for the applicable Rental Adjustment Date, the percentage increase between
those two Indices, and the new Base Rent. Any increase in the Base Rent provided
for in this Section 3.02 shall be subject to any minimum or maximum increase, if
provided for in Paragraph 1.12(a).

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         (b) Tenant shall pay the new Base Rent from the applicable Rental
Adjustment Date until the next Rental Adjustment Date. Landlord's notice may be
given after the applicable Rental Adjustment Date of the increase, and Tenant
shall pay Landlord the accrued rental adjustment for the months elapsed between
the effective date of the increase and Landlord's notice of such increase within
ten (10) days after Landlord's notice. If the format or components of the Index
are materially changed after the Commencement Date, Landlord shall substitute an
index which is published by the Bureau of Labor Statistics or similar agency and
which is most nearly equivalent to the Index in effect on the Commencement Date.
The substitute index shall be used to calculate the increase in the Base Rent
unless Tenant objects to such index in writing within fifteen (15) days after
receipt of Landlord's notice. If Tenant objects, Landlord and Tenant shall
submit the selection of the substitute index for binding arbitration in
accordance with the rules and regulations of the American Arbitration
Association at its office closest to the Property. The costs of arbitration
shall be borne equally by Landlord and Tenant.

Section 3.03. Security Deposit; Increases.

         (a) Upon the execution of this Lease, Tenant shall deposit with
Landlord a cash Security Deposit in the amount set forth in Section 1.10 above.
Landlord may apply all or part of the Security Deposit to any unpaid rent or
other charges due from Tenant or to cure any other defaults of Tenant. If
Landlord uses any part of the Security Deposit, Tenant shall restore the
Security Deposit to its full amount within ten (10) days after Landlord's
written request. Tenant's failure to do so shall be a material default under
this Lease. No interest shall be paid on the Security Deposit. Landlord shall
not be required to keep the Security Deposit separate from its other accounts
and no trust relationship is created with respect to the Security Deposit.

         Section 3.04. Termination; Advance Payments. Upon termination of this
Lease under Article Seven (Damage or Destruction), Article Eight (Condemnation)
or any other termination not resulting from Tenant's default, and after Tenant
has vacated the Property in the manner required by this Lease, Landlord shall
refund or credit to Tenant (or Tenant's successor) the unused portion of the
Security Deposit, any advance rent or other advance payments made by Tenant to
Landlord, and any amounts paid for real property taxes and other reserves which
apply to any time periods after termination of the Lease.

ARTICLE FOUR: OTHER CHARGES PAYABLE BY TENANT

         Section 4.01. Additional Rent. All charges payable by Tenant other than
Base Rent are called "Additional Rent." Unless this Lease provides otherwise,
Tenant shall pay all Additional Rant then due with the next monthly installment
of Base Rent. The term "rent" shall mean Base Rent and Additional Rent.

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Section 4.02. Property Taxes.

         (a) Real Property Taxes. Landlord shall pay the "Base Real Property
Taxes" on the Properly during the Lease Term. Base Real Property Taxes are real
property taxes applicable to the Property as shown on the tax bill for the most
recent tax fiscal year ending prior to the Commencement Date. **However, if the
structures on the Property are not completed by the tax lien date of such tax
fiscal year, the Base Real Property Taxes are the taxes shown on the first tax
bill showing the full assessed value of the Property after completion of the
structures. Tenant shall pay Landlord the amount, if any, by which the real
property taxes during the Lease Term exceed the Base Real Property Taxes.
Subject to Paragraph 4.02(c), Tenant shall make such payments within fifteen
(15) days after receipt of Landlord's statement showing the amount and
computation of such increase. Landlord shall reimburse Tenant for any real
property taxes paid by Tenant covering any period of time prior to or after the
Lease Term.
**Which it is agreed to be the sum of $24,204.12.

         (b) Definition of "Real Property Tax." "Real property tax" means: (i)
any fee, license fee, license tax, business license fee, commercial rental tax,
levy, charge, assessment, penalty or tax imposed by any taxing authority against
the Property; (ii) any tax on the Landlord's right to receive, or the receipt
of, rent or income from the Property or against Landlord's business of leasing
the Property; (iii) any tax or charge for fire protection, streets, sidewalks,
road maintenance, refuse or other services provided to the Property by any
governmental agency; (iv) any tax imposed upon this transaction or based upon a
re-assessment of the Property due to a change of ownership, as defined by
applicable law, or other transfer of all or part of Landlord's interest in the
Property; and (v) any charge or fee replacing any tax previously included within
the definition of real property tax. "Real property tax" does not, however,
include Landlord's federal or state income, franchise, inheritance or estate
taxes , however, Tenant shall not be responsible for real property tax increases
resulting from any sale or transfer of ownership.

         (c) Joint Assessment. If the Property is not separately assessed,
Landlord shall reasonably determine Tenant's share of the real property tax
payable by Tenant under Paragraph 4.02(a) from the assessor's worksheets or
other reasonably available. information. Tenant shall pay such share to Landlord
within fifteen (15) days after receipt of Landlord's written statement.

         (d) Personal Property Taxes.

                  (i) Tenant shall pay before due all taxes charged against
         trade fixtures, furnishings, equipment or any other personal property
         belonging to Tenant. Tenant shall try to have personal property taxed
         separately from the Property.

                  (ii) If any of Tenant's personal property is taxed with the
         Property, Tenant shall pay Landlord the taxes for the personal property
         within fifteen (15) days after Tenant receives a written statement from
         Landlord for such personal property taxes.

         Section 4.03. Utilities. Tenant shall pay, directly to the appropriate
supplier, the cost of all natural gas, heat, light, power, sewer service,
telephone, water, refuse disposal and other utilities and services supplied to
the Property. However, if any services or utilities are jointly metered with
other property, Landlord shall make a reasonable determination of Tenant's
proportionate share of the cost of such utilities and services and Tenant shall
pay such share to Landlord within fifteen (15) days after receipt of Landlord's
written statement.

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         Section 4.04. Insurance Policies.

         (a) Liability Insurance. During the Lease Term, Tenant shall maintain a
policy of commercial general liability insurance (sometimes known as broad form
comprehensive general liability insurance) insuring Tenant against liability for
bodily injury, property damage (including loss of use of property) and personal
injury arising out of the operation, use or occupancy of the Property. Tenant
shall name Landlord as an additional insured under such policy. The initial
amount of such insurance shall be One Million Dollars ($1,000,000) per
occurrence and shall be subject to periodic increase based upon inflation,
increased liability awards, recommendation of Landlord's professional insurance
advisers and other relevant factors. The liability insurance obtained by Tenant
under this Paragraph 4.04(a) shall (i) be primary and non-contributing; (ii)
contain cross-liability endorsements; and (iii) insure Landlord against Tenant's
performance under Section 5.05, if the matters giving rise to the indemnity
under Section 5.05 result from the negligence of Tenant. The amount and coverage
of such insurance shall not limit Tenant's liability nor relieve Tenant of any
other obligation under this Lease. Landlord may also obtain comprehensive public
liability insurance in an amount and with coverage determined by Landlord
insuring Landlord against liability arising out of ownership, operation, use or
occupancy of the Property. The policy obtained by Landlord shall not be
contributory and shall not provide primary insurance.

         (b) Property and Rental Income Insurance. During the Lease Term,
Landlord shall maintain policies of insurance covering loss of or damage to the
Property in the full amount of its replacement value. Such policy shall contain
an Inflation Guard Endorsement and shall provide protection against all perils
included within the classification of fire, extended coverage, vandalism,
malicious mischief, special extended perils (all risk), sprinkler leakage and
any other perils which Landlord deems reasonably necessary. Landlord shall have
the right to obtain flood and earthquake insurance. Landlord shall not obtain
insurance for Tenant's fixtures or equipment or building improvements installed
by Tenant on the Property. **During the Lease Term, Landlord shall also maintain
a rental income insurance policy, with loss payable to Landlord, in an amount
equal to one year's Base Rent, plus estimated real property taxes and insurance
premiums. Tenant shall not do or permit anything to be done which invalidates
any such insurance policies. ** with exception to the construction of the
original new offices by Tenant.

                  (i) Landlord shall pay the "Base Premiums" for the insurance
         policies maintained by Landlord under Paragraph 4.04(b) at the lowest
         annual premiums reasonably obtainable for the required insurance for
         the Property.

                  (ii) Tenant shall pay Landlord the amount, if any, by which
         the insurance premiums for all policies maintained by Landlord under
         Paragraph 4.04(b) have increased over the Base Premiums/** whether such
         increases result from the nature of Tenant's occupancy, any act or
         omission of Tenant, the requirement of any lender referred to in
         Article Eleven (Protection of Lenders), the increased value of the
         Property or general rate increases. However, if Landlord substantially
         increases the amount of insurance carried or the percentage of insured
         value after the period during which the Base Premiums were calculated,
         Tenant shall only pay Landlord the amount of increased premiums which
         would have been charged by the insurance carrier if the amount of
         insurance or percentage of insured value had not been substantially

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         increased by Landlord. This adjustment in the amount due from Tenant
         shall be made only once during the Lease Term. Thereafter, Tenant shall
         be obligated to pay the full amount of any additional increases in the
         insurance premiums, including increases resulting from any further
         increases in the amount of insurance or percentage of insured value.
         Subject to Section 4.05, Tenant shall pay Landlord the increases over
         the Base Premiums within fifteen (15) days after receipt by Tenant of a
         copy of the premium statement or other evidence of the amount due. If
         the insurance policies maintained by Landlord cover improvements or
         real property other than the Property, Landlord shall also deliver to
         Tenant a statement of the amount of the premiums applicable to the
         Property showing, in reasonable detail, how such amount was computed.
         If the Lease Term expires before the expiration of the insurance
         period, Tenant's liability shall be pro rated on an annual basis.
         ** Which it is agreed to be the sum of $24,823.50 (including earthquake
         and flood coverage.)

         (d) General Insurance Provisions.

                  (i) Any insurance which Tenant is required to maintain under
         this Lease shall include a provision which requires the insurance
         carrier to give Landlord not less than thirty (30) days' written notice
         prior to any cancellation or modification of such coverage.

                  (ii) If Tenant fails to deliver any policy, certificate or
         renewal to Landlord required under this Lease within the prescribed
         time period or if any such policy is cancelled or modified during the
         Lease Term without Landlord's consent, Landlord may obtain such
         insurance, in which case Tenant shall reimburse Landlord for the cost
         of such insurance within fifteen (15) days after receipt of a statement
         that indicates the cost of such insurance.

                  (iii) Landlord and Tenant shall maintain all insurance
         required under this Lease with companies holding a "General Policy
         Rating" of A-12 or better, as set forth in the most current issue of
         "Best Key Rating Guide". Landlord and Tenant acknowledge the insurance
         markets are rapidly changing and that insurance in the form and amount
         described in this Section 4.04 may not be available in the future.
         Tenant acknowledges that the insurance described in this Section 4.04
         is for the primary benefit of Landlord. If at any time during the Lease
         Term, Tenant is unable to maintain the insurance required under the
         Lease, Tenant shall nevertheless maintain insurance coverage which is
         customary and commercially reasonable in the insurance industry for
         Tenant's type of business, as that coverage may change from time to
         time. Landlord makes no representation as to the adequacy of such
         insurance to protect Landlord's or Tenant's interests. Therefore,
         Tenant shall obtain any such additional property or liability insurance
         which Tenant deems necessary to protect Landlord and Tenant.

                  (iv) Unless prohibited under any applicable insurance policies
         maintained, Landlord and Tenant each hereby waive any and all rights of
         recovery against the other, or against the officers, employees, agents
         or representatives of the other, for loss of or damage to its property
         or the property of others under its control, if such loss or damage is
         covered by any insurance policy in force (whether or not described in
         this Lease) at the time of such loss or damage. Upon obtaining the
         required policies of insurance, Landlord and Tenant shall give notice
         to the insurance carriers of this mutual waiver of subrogation.


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         Section 4.05. Late Charges. Tenant's failure to pay rent promptly may
cause Landlord to incur unanticipated costs. The exact amount of such costs are
impractical or extremely difficult to ascertain. Such costs may include, but are
not limited to, processing and accounting charges and late charges which may be
imposed on Landlord by any ground lease, mortgage or trust deed encumbering the
Property. Therefore, if Landlord does not receive any rent payment within ten
(10) days after it becomes due, Tenant shall pay Landlord a late charge equal to
ten percent (10%) of the overdue amount. The parties agree that such late charge
represents a fair and reasonable estimate of the costs Landlord will incur by
reason of such late payment. However, Landlord shall waive such late charges for
the first and second time that Tenant is late in each 12 months rolling period.

         Section 4.06. Interest on Past Due Obligations. Any amount owed by
Tenant to Landlord which is not paid when due shall bear interest at the rate of
fifteen percent (15%) per annum from the due date of such amount. However,
interest shall not be payable on late charges to be paid by Tenant under this
Lease. The payment of interest on such amounts shall not excuse or cure any
default by Tenant under this Lease. If the interest rate specified in this Lease
is higher than the rate permitted by law, the interest rate is hereby decreased
to the maximum legal interest rate permitted by law.

         Section 4.07. Impounds for Insurance Premiums and Real Property Taxes.
If requested by any ground lessor or lender to whom Landlord has granted a
security interest in the Property, or if Tenant is more than ten (10) days late
in the payment of rent more than once in any consecutive twelve (12) -month
period, Tenant shall pay Landlord a sum equal to one-twelfth (1/12) of the
annual real property taxes and insurance premiums payable by Tenant under this
Lease, together with each payment of Base Rent. Landlord shall hold such
payments in a non-interest bearing impound account. If unknown, Landlord shall
reasonably estimate the amount of real property taxes and insurance premiums
when due. Tenant shall pay any deficiency of funds in the impound account to
Landlord upon written request. If Tenant defaults under this Lease, Landlord may
apply any funds in the impound account to any obligation then due under this
Lease.

ARTICLE FIVE: USE OF PROPERTY

         Section 5.01. Permitted Uses. Tenant may use the Property only for the
Permitted Uses set forth in Section 1.06 above.

         Section 5.02. Manner of Use. Tenant shall not cause or permit the
Property to be used in any way which constitutes a violation of any law,
ordinance, or governmental regulation or order, which annoys or interferes with
the rights of other tenants of Landlord, or which constitutes a nuisance or
waste. Tenant shall obtain and pay for all permits, including a Certificate of
Occupancy, required for Tenant's occupancy of the Property and shall promptly
take all actions necessary to comply with all applicable statutes, ordinances,
rules, regulations, orders and requirements regulating the use by Tenant of the
Property, including the Occupational Safety and Health Act.

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         Section 5.03. Hazardous Materials. As used in this Lease, the term
"Hazardous Material" means any flammable items, explosives, radioactive
materials, hazardous or toxic substances, material or waste or related
materials, including any substances defined as or included in the definition of
"hazardous substances", "hazardous wastes", "hazardous materials" or "toxic
substances" now or subsequently regulated under any applicable federal, state or
local laws or regulations, including without limitation petroleum-based
products, paints, solvents, lead, cyanide, DDT, printing inks, acids,
pesticides, ammonia compounds and other chemical products, asbestos, PCBs and
similar compounds, and including any different products and materials which are
subsequently found to have adverse effects on the environment or the health and
safety of persons. Tenant shall not cause or permit any Hazardous Material to be
generated, produced, brought upon, used, stored, treated or disposed of in or
about the Property by Tenant, its agents, employees, contractors, sublessees or
invitees without the prior written consent of Landlord. Landlord shall be
entitled to take into account such other factors or facts as Landlord may
reasonably determine to be relevant in determining whether to grant or withhold
consent to Tenant's proposed activity with respect to Hazardous Material. In no
event, however, shall Landlord be required to consent to the installation or use
of any storage tanks on the Property.

         Section 5.04. Signs and Auctions. Tenant shall not place any signs on
the Property without Landlord's prior written consent. Tenant shall not conduct
or permit any auctions or sheriff's sales at the Property.

         Section 5.05. Indemnity. Tenant shall indemnify Landlord against and
hold Landlord harmless from any and all costs, claims or liability arising from:
(a) Tenant's use of the Property; (b) the conduct of Tenant's business or
anything else done or permitted by Tenant to be done in or about the Property,
including any contamination of the Property or any other property resulting from
the presence or use of Hazardous Material caused or permitted by Tenant; (c) any
breach or default in the performance of Tenant's obligations under this Lease;
(d) any misrepresentation or breach of warranty by Tenant under this Lease; or
(e) other acts or omissions of Tenant. Tenant shall defend Landlord against any
such cost, claim or liability at Tenant's expense with counsel reasonably
acceptable to Landlord or, at Landlord's election, Tenant shall reimburse
Landlord for any legal fees or costs incurred by Landlord in connection with any
such claim. As a material part of the consideration to Landlord, Tenant assumes
all risk damage to property or injury to persons in or about the Property
arising from any cause, and Tenant hereby waives all claims in respect thereof
against Landlord, except for any claim arising out of Landlord's gross
negligence or willful misconduct. As used in this Section, the term "Tenant"
shall include Tenant's employees, agents, contractors and invitees, if
applicable.

         Section 5.06. Landlord's Access. Landlord or its agents may enter the
Property at all reasonable times to show the Property to potential buyers,
investors or tenants or other parties; to do any other act or to inspect and
conduct tests in order to monitor Tenant's compliance with all applicable
environmental laws and all laws governing the presence and use of Hazardous
Material; or for any other purpose Landlord deems necessary. Landlord shall give
Tenant prior notice of such entry, except in the case of an emergency. Landlord
may place customary "For Sale" or "For Lease" signs on the Property.


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         Section 5.07. Quiet Possession. If Tenant pays the rent and complies
with all other terms of this Lease, Tenant may occupy and enjoy the Property for
the full Lease Term, subject to the provisions of this Lease.

ARTICLE SIX: CONDITION OF PROPERTY; MAINTENANCE, REPAIRS AND ALTERATIONS

         Section 6.01. Existing Conditions. Tenant accepts the Property in its
condition as of the execution of the Lease, subject to all recorded matters,
laws, ordinances, and governmental regulations and orders. Except as provided
herein, Tenant acknowledges that neither Landlord nor any agent of Landlord has
made any representation as to the condition of the Property or the suitability
of the Property for Tenant's intended use. Tenant represents and warrant that
Tenant has made its own inspection of and inquiry regarding the condition of the
Property and is not relying or any representations of Landlord or any Broker
with respect thereto. Landlord or Landlord's Broker has provided a Property
Information Sheet or other Disclosure Statement regarding the Property, a copy
is attached as an exhibit to the Lease.

         Section 6.02. Exemption of Landlord from Liability. Landlord shall not
be liable for any damage or injury to the person, business (or any loss of
income therefrom), goods, wares, merchandise or other property of Tenant.
Tenant's employees, invitees, customers or any other person in or about the
Property, whether such damage or injury is caused by or results from: (a) fire,
steam, electricity, water, gas or rain; (b) the breakage, leakage, obstruction
or other defects of pipes, sprinklers, wires, appliances, plumbing, air
conditioning or lighting fixtures or any other cause; (c) conditions arising in
or about the Property or from other sources or places; or (d) any act or
omission of any other tenant or Landlord. Landlord shall not be liable for any
such damage or injury even though the cause of or the means of repairing such
damage or injury are not accessible to Tenant. The provisions of this Section
6.02 shall not, however, exempt Landlord from liability for Landlord's gross
negligence or willful misconduct.

         Section 6.03. Landlord's Obligations. Subject to the provisions of
Article Seven (Damage or Destruction) and Article Eight (Condemnation), and
except for damage caused by any act or omission of Tenant, or Tenant's
employees, agents, contractors or invitees, Landlord shall keep the foundation,
roof and structural portions of exterior walls of the improvements on the
Property in good order, condition and repair. However, Landlord shall not be
obligated to maintain or repair windows, doors, plate glass or the surfaces of
walls. Landlord shall not be obligated to make any repairs under this Section
6.03 until a reasonable time after receipt of a written notice from Tenant of
the need for such repairs. Tenant waives the benefit of any present or future
law which might give Tenant the right to repair the Property at Landlord's
expense or to terminate the Lease because of the condition of the Property. See
Addendum Rider.

         Section 6.04. Tenant's Obligations.

                  (a) Except as provided in Article Seven (Damage or
Destruction) and Article Eight (Condemnation), Tenant shall keep all portions of
the Property (including structural, nonstructural, interior, exterior, and
landscaped areas, portions, systems and equipment) in good order, condition and
repair (including interior repainting and refinishing, as needed). If any
portion of the Property or any system or equipment in the Property which Tenant
is obligated to repair cannot be fully repaired or restored, Tenant shall


                                      -10-
<PAGE>

promptly replace such portion of the Property or system or equipment in the
Property, regardless of whether the benefit of such replacement extends beyond
the Lease Term; but if the benefit or useful life of such replacement extends
beyond the Lease Term (as such term may be extended by exercise of any options),
the useful life of such replacement shall be prorated over the remaining portion
of the Lease Term (as extended), and Tenant shall be liable only for that
portion of the cost which is applicable to the Lease Term (as extended). Tenant
shall maintain a preventive maintenance contract providing for the regular
inspection and maintenance of the heating and air conditioning system by a
licensed heating and air conditioning contractor. Landlord shall have the right,
upon written notice to Tenant, to undertake the responsibility for preventive
maintenance of the heating and air conditioning system at Tenant's expense. In
addition, Tenant shall, at Tenant's expense, repair any damage to the roof,
foundation or structural portions of walls caused by Tenant's acts or omissions.
It is the intention of Landlord and Tenant that, at all times during the Lease
Term, Tenant shall maintain the Property in an attractive, first-class and fully
operative condition.

                  (b) Tenant shall fulfill all of Tenant's obligations under
this Section 6.04 at Tenant's sole expense. If Tenant fails to maintain, repair
or replace the Property as required by this Section 6.04, Landlord may, upon
thirty (30) days prior notice to Tenant (except that no notice shall be required
in the case of an emergency), enter the Property and perform such maintenance or
repair (including replacement, as needed) on behalf of Tenant. In such case,
Tenant shall reimburse Landlord for all costs incurred in performing such
maintenance or repair immediately upon demand.

         Section 6.05. Alterations, Additions, and Improvements.

                  (a) Tenant shall not make any alterations, additions, or
improvements to the Property without Landlord's prior written consent, except
for non-structural alterations which do not exceed Twenty Thousand Dollars
($20,000)in co____ cumulatively over the Lease Term and which are not visible
from the outside of any building of which the Property is part. Landlord may
require Tenant to provide demolition and/or lien and completion bonds in form
and amount satisfactory to Landlord. Tenant shall promptly remove any
alterations, additions, or improvements constructed in violation of this
Paragraph 6.05(a) upon Landlord's written request. All alterations, additions,
and improvements shall be done in a good and workmanlike manner, in conformity
with all applicable laws and regulations, and by a contractor approved by
Landlord. Upon completion of any such work, Tenant shall provide Landlord with
"as built plans, copies of all construction contracts, and proof of payment for
all labor and materials. *Per 12 months period nor more than $100,000.

                  (b) Tenant shall pay when due all claims for labor and
material furnished to the Property. Tenant shall give Landlord at least twenty
(20) days' prior written notice of the commencement of any work on the Property,
regardless: of whether Landlord's consent to such work is required. Landlord may
elect to record and post notices of non-responsibility on the Property.

         Section 6.06. Condition upon Termination. Upon the termination of the
Lease, Tenant shall surrender th Property to Landlord, broom clean and in the
same condition as received except for ordinary wear and tear which Tenant was
not otherwise obligated to remedy under any provision of this Lease. However,
Tenant shall not be obligated to repair any damage which Landlord is required to
repair under Article Seven (Damage or Destruction). IN addition, Landlord may

                                      -11-
<PAGE>

require Tenant to remove any alterations, additions or improvements (whether or
not made with Landlord's consent) prior to the expiration of the Lease and to
restore the Property to its prior condition, all at Tenant's expense. All
alterations, additions and improvements which Landlord has not required Tenant
to remove shall become Landlord's property and shall be surrendered to Landlord
upon the expiration or earlier termination of the Lease, except that Tenant may
remove any of Tenant's machinery or equipment which can be removed without
material damage to the Property. Tenant shall repair, at Tenant's expense, any
damage to the Property caused by th removal of any such machinery or equipment.
In no event, however, shall Tenant remove any of the following materials or
equipment (which shall be deemed Landlord's property) without Landlord's prior
written consent: anY power wiring or power panels; lighting or lighting
fixtures; wall coverings; drapes, blinds or other window coverings; carpets or
other floor coverings; heaters, air conditioners or any other heating or air
conditioning equipment; fencing or security gates; or other similar building
operating equipment. *with exception to the construction of the original new
offices by Tenant

ARTICLE SEVEN: DAMAGE OR DESTRUCTION

         Section 7.01. Partial Damage to Property.

                  (a) Tenant shall notify Landlord in writing immediately upon
the occurrence of any damage to the Property. The Property is only partially
damaged (i.e., less than fifty percent (50%) of the Property is untenantable as
a result of such damage or less than fifty percent (50%) of Tenant's operations
are materially impaired) and if the proceeds received by Landlord from the
insurance policies described in Paragraph 4.04(b) are sufficient to pay for the
necessary repairs, this Lease shall remain in effect and Landlord shall repair
the damage as soon as reasonably possible. Landlord may elect (but is not
required) to repair any damage to Tenant's fixtures, equipment, or improvements.

                  (b) If the insurance proceeds received by Landlord are not
sufficient to pay the entire cost of repair, or if the cause of the damage is
not covered by the insurance policies which Landlord maintains under Paragraph
4.04(b) Landlord may elect either to repair the damage as soon as reasonably
possible, in which case this Lease shall remain in full force and effect, or
(ii) terminate this Lease as of the date the damage occurred. Landlord shall
notify Tenant within thirty (30) days after receipt of notice of the occurrence
of the damage whether Landlord elects to repair the damage or terminate the
Lease. If Landlord elects to repair the damage, Tenant shall pay Landlord the
"deductible amount" (if any) under Landlord's insurance policies and, if the
damage was due to an act or omission of Tenant, or Tenant's employees, agents,
contractors or invitees, the difference between the actual cost of repair and
any insurance proceeds received by Landlord. If Landlord elects to terminate
this Lease, Tenant may elect to continue this Lease in full force and effect, in
which case Tenant shall repair any damage to the Property and any building in
which the Property is located. Tenant shall pay the cost of such repairs, except
that upon satisfactory completion of such repairs, Landlord shall deliver to
Tenant any insurance proceeds received by Landlord for the damage repaired by
Tenant. Tenant shall give Landlord written notice of such election within ten
(10) days after receiving Landlord's termination notice.

                                      -12-
<PAGE>

                  (c) If the damage to the Property occurs during the last six
(6) months of the Lease Term and such damage will require more than thirty (30)
days to repair, either Landlord or Tenant may elect to terminate this Lease as
of the date the damage occurred, regardless of the sufficiency of any insurance
proceeds. The party electing to terminate this Lease shall give written
notification to the other party of such election within thirty (30) days after
Tenant's notice to Landlord of the occurrence of the damage.

         Section 7.02. Substantial or Total Destruction. If the Property is
substantially or totally destroyed by any cause whatsoever (i.e., the damage to
the Property is greater than partial damage as described in Section 7.01), and
regardless of whether Landlord receives any insurance proceeds, this Lease shall
terminate as of the date the destruction occurred. Notwithstanding the preceding
sentence, if the Property can be rebuilt within six (6) months after the date of
destruction, Landlord may elect to rebuild the Property at Landlord's own
expense, in which case this Lease shall remain in full force and effect.
Landlord shall notify Tenant of such election within thirty (30) days after
Tenant's notice of the occurrence of total or substantial destruction. If
Landlord so elects, Landlord shall rebuild the Property at Landlord's sole
expense, except that if the destruction was caused by an act or omission of
Tenant; Tenant shall pay Landlord the difference between the actual cost of
rebuilding and any insurance proceeds received by Landlord.

         Section 7.03. Temporary Reduction of Rent. If the Property is destroyed
or damaged and Landlord or Tenant repairs or restores the Property pursuant to
the provisions of this Article Seven, any rent payable during the period of such
damage, repair and/or restoration shall be reduced according to the degree, if
any, to which Tenant's use of the Property is impaired. However, the reduction
shall not exceed the sum of one year's payment of Base Rent, insurance premiums
and real property taxes. Except for such possible reduction in Base Rent,
insurance premiums and real property taxes, Tenant shall not be entitled to any
compensation, reduction, or reimbursement from Landlord as a result of any
damage, destruction, repair, or restoration of or to the Property.

         Section 7.04. Waiver. Tenant waives the protection of any statute, code
or judicial decision which grants tenant the right to terminate a lease in the
event of the substantial or total destruction of the leased property. Tenant
agrees that the provisions of Section 7.02 above shall govern the rights and
obligations of Landlord and Tenant in the event of any substantial or total
destruction to the Property.

ARTICLE EIGHT: CONDEMNATION

         If all or any portion of the Property is taken under the power of
eminent domain or sold under the threat of the power (all of which are called
"Condemnation"), this Lease shall terminate as to the part taken or sold on the
date the condemning authority takes title or possession, whichever occurs first.
If more than twenty percent (20%) of the floor area of the building in which the
Property is located, or which is located on the Property, is taken, either
Landlord or Tenant may terminate this Lease as of the date the condemning
authority takes title or possession, by delivering written notice to the other
within ten (10) days after receipt of written notice of such taking (or in the
absence of such notice, within ten (10) days after the condemning authority
takes title or possession). If neither Landlord nor Tenant terminates this

                                      -13-
<PAGE>

Lease, this Lease shall remain in effect as to the portion of the Property not
taken, except that the Base Rent and Additional Rent shall be reduced in
proportion to the reduction in the floor area of the Property. Any Condemnation
award or payment shall be distributed in the following order: (a) first, to any
ground lessor, mortgagee or beneficiary under a deed of trust encumbering the
Property, the amount of its interest in the Property; (b) second. to Tenant,
only the amount of any award specifically designated for loss of or damage to
Tenant's trade fixtures or removable personal property; and (c) third, to
Landlord, the remainder of such award, whether as compensation for reduction in
the value of the leasehold, the taking of the fee, or otherwise. If this Lease
is not terminated, Landlord shall repair any damage to the Property caused by
the Condemnation, except that Landlord shall not be obligated to repair any
damage for which Tenant has been reimbursed by the condemning authority. If the
severance damages received by Landlord are not sufficient to pay for such
repair, Landlord shall have the right to either terminate this Lease or make
such repair at Landlord's expense.

ARTICLE NINE: ASSIGNMENT AND SUBLETTING

         Section 9.01. Landlord's Consent Required. No portion of the Property
or of Tenant's interest in this Lease may be acquired by any other person or
entity, whether by sale, assignment, mortgage, sublease, transfer, operation of
law, or act of Tenant, without Landlord's prior written consent, except as
provided in Section 9.02 below. Landlord has the right to grant or withhold its
consent as provided in Section 9.05 below. Any attempted transfer without
consent shall be void and shall constitute a non-curable breach of this Lease.
If Tenant is a partnership, any cumulative transfer of more than twenty percent
(20%) of the partnership interests shall require Landlord's consent. If Tenant
is a corporation, any change in the ownership of a controlling interest of the
voting stock of the corporation shall require Landlord's consent.

         Section 9.02. Tenant Affiliate. Tenant may assign this Lease or
sublease the Property, without Landlord's consent, to any corporation which
controls, is controlled by or is under common control with Tenant, or to any
corporation resulting from the merger of or consolidation with Tenant ("Tenant's
Affiliate"). In such case, any Tenant's Affiliate shall assume in writing all of
Tenant's obligations under this Lease.

         Section 9.03. No Release of Tenant. No transfer permitted by this
Article Nine, whether with or without Landlord's consent, shall release Tenant
or change Tenant's primary liability to pay the rent and to perform all other
obligations of Tenant under this Lease. Landlord's acceptance of rent from any
other person is not a waiver of any provision of this Article Nine. Consent to
one transfer is not a consent to any subsequent transfer. If Tenant's transferee
defaults under this Lease, Landlord may proceed directly against Tenant without
pursuing remedies against the transferee. Landlord may consent to subsequent
assignments or modifications of this Lease by Tenant's transferee, without
notifying Tenant or obtaining its consent. Such action shall not relieve
Tenant's liability under this Lease.

         Section 9.04. Offer to Terminate. If Tenant desires to assign the Lease
or sublease the Property, Tenant shall have the right to offer, in writing, to
terminate the Lease as of a date specified in the offer. If Landlord elects in
writing to accept the offer to terminate within twenty (20) days after notice of
the offer, the Lease shall terminate as OF the date specified and all the terms
and provisions of the Lease governing termination shall apply. If Landlord does
not so elect, the Lease shall continue in effect until otherwise terminated and
the provisions of Section 9.05 with respect to any proposed transfer shall
continue to apply.


                                      -14-
<PAGE>

         Section 9.05. Landlord's Consent.

                  (a) Tenant's request for consent to any transfer described in
         Section 9.01 shall set forth in writing the details of the proposed
         transfer, including the name, business and financial condition of the
         prospective transferee, financial details of the proposed transfer
         (e.g., the term of and the rent and security deposit payable under any
         proposed assignment or sublease), and any other information Landlord
         deems relevant. Landlord shall have the right to withhold consent, if
         reasonable, or to grant consent, based on the following factors: (i)
         the business of the proposed assignee or subtenant and the proposed use
         of the Property; (ii) the net worth and financial reputation of the
         proposed assignee or subtenant; (iii) Tenant's compliance with all of
         its obligations under the Lease; and (iv) such other factors as
         Landlord may reasonably deem relevant. If Landlord objects to a
         proposed assignment solely because of the net worth and/or financial
         reputation of the proposed assignee, Tenant may nonetheless sublease
         (but not assign), all or a portion of the Property to the proposed
         transferee, but only on the other terms of the proposed transfer.

                  (b) If Tenant assigns or subleases, the following shall apply:

                  (i) Tenant shall pay to Landlord as Additional Rent under the
         Lease the Landlord's Share (stated in Section 1.14) of the Profit
         (defined below) on such transaction as and when received by Tenant,
         unless Landlord gives written notice to Tenant and the assignee or
         subtenant that Landlord's Share shall be paid by the assignee or
         subtenant to Landlord directly. The "Profit" means (A) all amounts paid
         to Tenant for such assignment or sublease, including "key" money,
         monthly rent in excess of the monthly rent payable under the Lease, and
         all fees and other consideration paid for the assignment or sublease,
         including fees under any collateral agreements less (B) costs and
         expenses directly incurred by Tenant in connection with the execution
         and performance of such assignment or sublease for real estate broker's
         commissions and costs of renovation or construction of tenant
         improvements required under such assignment or sublease. Tenant is
         entitled to recover such costs and expenses before Tenant is obligated
         to pay the Landlord's Share to Landlord. The Profit in the case of a
         sublease of less than all the Property is the rent allocable to the
         subleased space as a percentage on a square footage basis.

                  (ii) Tenant shall provide Landlord a written statement
         certifying all amounts to be paid from any assignment or sublease of
         the Property within thirty (30) days after the transaction
         documentation is signed, and Landlord may inspect Tenant's books and
         records to verify the accuracy of such statement. On written request,
         Tenant shall promptly furnish to Landlord copies of all the transaction
         documentation, all of which shall be certified by Tenant to be
         complete, true and correct. Landlord's receipt of Landlord's Share
         shall not be a consent to any further assignment or subletting. The
         breach of Tenant's obligation under this Paragraph 9.05(b) shall be a
         material default of the Lease.


                                      -15-
<PAGE>

         Section 9.06. No Merger. No merger shall result from Tenant's sublease
of the Property under this Article Nine, Tenant's surrender of this Lease or the
termination of this Lease in any other manner. In any such event, Landlord may
terminate any or all subtenancies or succeed to the interest of Tenant as
sublandlord under any or all subtenancies.

ARTICLE TEN: DEFAULTS; REMEDIES

         Section 10.01. Covenants and Conditions. Tenant's performance of each
of Tenant's obligations under this Lease is a condition as well as a covenant.
Tenant's right to continue in possession of the Property is conditioned upon
such performance. Time is of the essence in the performance of all covenants and
conditions.

         Section 10.02. Defaults. Tenant shall be in material default under this
Lease:

                  (a) If Tenant abandons the Property or if Tenant's vacation of
the Property results in the cancellation of any insurance described in Section
4.04;

                  (b) If Tenant fails to pay rent or any other charge when due;

                  (c) If Tenant fails to perform any of Tenant's non-monetary
obligations under this Lease for a period of thirty (30) days after written
notice from Landlord; provided that if more than thirty (30) days are required
to complete such performance, Tenant shall not be in default if Tenant commences
such performance within the thirty (30) -day period and thereafter diligently
pursues its completion. However, Landlord shall not be required to give such
notice if Tenant's failure to perform constitutes a non-curable breach of this
Lease. The notice required by this Paragraph is intended to satisfy any and all
notice requirements imposed by law on Landlord and is not in addition to any
such requirement.

                  (d) (i) If Tenant makes a general assignment or general
arrangement for the benefit of creditors; (ii) if a petition for adjudication of
bankruptcy or for reorganization or rearrangement is filed by or against Tenant
and is not dismissed within thirty (30) days; (iii) if a trustee or receiver is
appointed to take possession of substantially all of Tenant's assets located at
the Property or of Tenant's interest in this Lease and possession is not
restored to Tenant; within thirty (30) days; or (iv) if substantially all of
Tenant's assets located at the Property or of Tenant's interest in this Lease is
subjected to attachment, execution or other judicial seizure which is not
discharged within thirty (30) days. If a court of competent jurisdiction
determines that any of the acts described in this subparagraph (d) is no [__]
default under this Lease, and a trustee is appointed to take possession (or II
Tenant remains a debtor in possession) and such trustee or Tenant transfers
Tenant's interest hereunder, then Landlord shall receive, as Additional Rent,
the excess, if any, of the rent (or any other consideration) paid in connection
with such assignment or sublease over the rent payable by Tenant under this
Lease.

                  (e) If any guarantor of the Lease revokes or otherwise
terminates, or purports to revoke or otherwise terminate any guaranty of all or
any portion of Tenant's obligations under the Lease. Unless otherwise expressly
provided, guaranty of the Lease is revocable.

                                      -16-
<PAGE>

         Section 10.03. Remedies. On the occurrence of any material default by
Tenant, Landlord may, at any time thereafter, with or without notice or demand
and without limiting Landlord in the exercise of any right or remedy which
Landlord may have:

                  (a) Terminate Tenant's right to possession of the Property by
any lawful means, in which case this Lease shall terminate and Tenant shall
immediately surrender possession of the Property to Landlord. In such event.
Landlord shall be entitled to recover from Tenant all damages incurred by
Landlord by reason of Tenant's default, including the worth at the time of the
award of the unpaid Base Rent, Additional Rent and other charges which Landlord
his earned at the time of the termination; (ii) the worth at the time of the
award of the amount by which the unpaid Base Rent, Additional Rent and other
charges which Landlord would have earned after termination until the time of the
award exceeds the amount of such rental loss that Tenant proves Landlord could
have reasonably avoided; (iii) the worth at the time of the award of the amount
by which the unpaid Base Rent, Additional Rent and other charges which Tenant
would have paid for the balance of the Lease term after the time of award
exceeds the amount of such rental loss that Tenant proves Landlord could have
reasonably avoided; and (iv) any other amount necessary to compensate Landlord
for all the detriment proximately caused by Tenant's failure to perform its
obligations under the Lease or which in the ordinary course of things would be
likely to result therefrom, including, but not limited to any costs or expenses
Landlord incurs in maintaining or preserving the Property after such default,
the cost of recovering possession of the Property, expenses of reletting,
including necessary renovation or alteration of the Property, Landlord's
reasonable attorneys' fees incurred in connection therewith, and any real estate
commission paid or payable. As used in subparts (i) and (ii) above, the "worth
at the time of the award" is computed by allowing interest on unpaid amounts at
the rate of fifteen percent (15%) per annum, or such lesser amount as may then
be the maximum lawful rate. As used in subpart (Iii) above, the "worth at the
time of the award" is computed by discounting such amount at the discount rate
of the Federal Reserve Bank of San Francisco at the time of the award plus one
percent (1%). If Tenant has abandoned the Property, Landlord shall have the
option of (i) retaking possession of the Property and recovering from Tenant the
amount specified in this Paragraph 10.03(a), or (ii) proceeding under Paragraph
10.03(b);

                  (b) Maintain Tenant's right to possession, in which case this
Lease shall continue in effect whether or not Tenant has abandoned the Property.
In such event, Landlord shall be entitled to enforce all of Landlord's rights
and remedies under this Lease, including the right to recover the rent as it
becomes due;

                  (c) Pursue any other remedy now or hereafter available to
Landlord under the laws or judicial decisions of the state in which the Property
is located.

         Section 10.04. Repayment of "Free" Rent. If this Lease provides for a
postponement of any monthly rental payments, a period of "free" rent or other
rent concession, such postponed rent or "free" rent is called the "Abated Rent".
Tenant shall be credited with having paid all of the Abated Rent on the
expiration of the Lease Term only if Tenant has fully, faithfully, and
punctually performed all of Tenant's obligations hereunder, including the
payment of all rent (other than the Abated Rent) and all other monetary
obligations and the surrender of the Property in the physical condition required


                                      -17-
<PAGE>

by this Lease. Tenant acknowledges that its right to receive credit for the
Abated Rent is absolutely conditioned upon Tenant's full, faithful and punctual
performance of its obligations under this Lease. If Tenant defaults and does not
cure within any applicable grace period, the Abated Rent shall immediately
become due and payable in full and this Lease shall be enforced as if there were
no such rent abatement or other rent concession. In such case Abated Rent shall
be calculated based on the full initial rent payable under this Lease.

         Section 10.05. Automatic Termination. Notwithstanding any other term or
provision hereof to the contrary, the Lease shall terminate on the occurrence of
any act which affirms the Landlord's intention to terminate the Lease as
provided in Section 10.03 hereof, including the filing of an unlawful detainer
action against Tenant. On such termination, Landlord's damages for default shall
include all costs and fees, including reasonable attorneys' fees that Landlord
incurs in connection with the filing, commencement, pursuing and/or defending of
any action in any bankruptcy court or other court with respect to the Lease; the
obtaining of relief from any stay in bankruptcy restraining any action to evict
Tenant; or the pursuing of any action with respect to Landlord's right to
possession of the Property. All such damages suffered (apart from Base Rent and
other rent payable hereunder) shall constitute pecuniary damages which must be
reimbursed to Landlord prior to assumption of the Lease by Tenant or any
successor to Tenant in any bankruptcy or other proceeding.

         Section 10.06. Cumulative Remedies. Landlord's exercise of any right or
remedy shall not prevent it from exercising any other right or remedy.

ARTICLE ELEVEN: PROTECTION OF LENDERS

         Section 11.01. Subordination. Landlord shall have the right to
subordinate this Lease to any ground lease deed of trust or mortgage encumbering
the Property, any advances made on the security thereof and any renewals
modifications, consolidations, replacements or extensions thereof, whenever made
or recorded. Tenant shall cooperate with Landlord and any lender which is
acquiring a security interest in the Property or the Lease. Tenant shall execute
such further documents and assurances as such lender may require, provided that
Tenant's obligations under this Lease shall not be increased in any material way
(the performance of ministerial acts shall not be deemed material), and Tenant
shall not be deprived of its rights under this Lease. Tenant's right to quiet
possession of the Property during the Lease Term shall not be disturbed if
Tenant pays the rent and performs all of Tenant's obligations under this Lease
and is not otherwise in default. If any ground lessor, beneficiary or mortgagee
elects to have this Lease prior to the lien of its ground lease, deed of trust
or mortgage and gives written notice thereof to Tenant, this Lease shall be
deemed prior to such ground lease, deed of trust or mortgage whether this Lease
is dated ( prior or subsequent to the date of said ground lease, deed of trust
or mortgage or the date of recording thereof.

         Section 11.02. Attornment. If Landlord's interest in the Property is
acquired by any ground lessor, beneficiary under a deed of trust, mortgagee, or
purchaser at a foreclosure sale, Tenant shall attorn to the transferee of a
successor to Landlord's interest in the Property and recognize such transferee
or successor as Landlord under the Lease. Tenant waives the protection of any
statute or rule of law which gives or purports to give Tenant any right to
terminate this Lease or surrender possession of the Property upon the transfer
of Landlord's interest.


                                      -18-
<PAGE>

         Section 11.03. Signing of Documents. Tenant shall sign and deliver any
instrument or documents necessary or appropriate to evidence any such attornment
or subordination or agreement to do so. If Tenant fails to do within ten (10)
days after written request, Tenant hereby makes, constitutes and irrevocably
appoints Landlord, any transferee or successor of Landlord, the attorney-in-fact
of Tenant to execute and deliver any such instrument or document.

         Section 11.04. Estoppel Certificates.

                  (a) Upon Landlord's written request, Tenant shall execute,
acknowledge and deliver to Landlord a written statement certifying: (i) that
none of the terms or provisions of this Lease have been changed (or if they have
been changed, stating how they have been changed); (ii) that this Lease has not
been cancelled or terminated; (iii) the last date of payment of the Base Rent
and other charges and the time period covered by such payment; (iv) that
Landlord is not in default under this Lease (or, if Landlord is claimed to be in
default, stating why); and (v) such other representations or information with
respect to Tenant or the Lease as Landlord may reasonably request or which any
prospective purchaser or encumbrancer of the Property may require. Tenant shall
deliver such statement to Landlord within ten (10) days after Landlord's
request. Landlord may give any such statement by Tenant to any prospective
purchaser or encumbrancer of the Property. Such purchaser or encumbrancer may
rely conclusively upon such statement as true and correct.

                  (b) If Tenant does not deliver such statement to Landlord
within such ten (10) -day period, Landlord, and any prospective purchaser or
encumbrancer, may conclusively presume and rely upon the following facts: (i)
that the terms and provisions of this Lease have not been changed except as
otherwise represented by Landlord; (ii) that this Lease has not been cancelled
or terminated except as otherwise represented by Landlord; (iii) that not more
than one month's Base Rent or other charges have been paid in advance; and (iv)
that Landlord is not in default under the Lease. In such event, Tenant shall be
estopped from denying the truth of such facts.

         Section 11.05. Tenant's Financial Condition. Within ten (10) days after
written request from Landlord, Tenant shall deliver to Landlord such financial
statements as Landlord reasonably requires to verify the net worth of Tenant or
any assignee, subtenant, or guarantor of Tenant. In addition, Tenant shall
deliver to any lender designated by Landlord any financial statements required
by such lender to facilitate the financing or refinancing of the Property.
Tenant represents and warrants to Landlord that each such financial statement is
a true and accurate statement as of the date of such statement. All financial
statements shall be confidential and shall be used only for the purposes set
forth in this Lease.

ARTICLE TWELVE: LEGAL COSTS

         Section 12.01 Legal Proceedings. If Tenant or Landlord shall be in
breach or default under this Lease, such party (the "Defaulting Party") shall
reimburse the other party (the "Nondefaulting Party") upon demand for any costs
or expenses that the Nondefaulting Party incurs in connection with any breach or
default of the Defaulting Party under this Lease, whether or not suit is
commenced or judgment entered. Such costs shall include legal fees and costs
incurred for the negotiation of a settlement, enforcement of rights or
otherwise. Furthermore, if any action for breach of or to enforce the provisions
of this Lease is commenced, the court in such action shall award to the party in
whose favor a judgment is entered, a reasonable sum as attorneys' fees and


                                      -19-
<PAGE>

costs. The losing party in such action shall pay such attorneys' fees and costs.
Tenant shall also indemnify Landlord against and hold Landlord harmless from all
costs, expenses, demands and liability Landlord may incur if Landlord becomes or
is made a party to any claim or action (a) instituted by Tenant against any
third party, or by any third party against Tenant, or by or against any person
holding any interest under or using the Property by license of or agreement with
Tenant; (b) for foreclosure of any lien for labor or material furnished to or
for Tenant or such other person; (c) otherwise arising out of or resulting from
any act or transaction of Tenant or such other person; or (d) necessary to
protect Landlord's interest under this Lease in a bankruptcy proceeding, or
other proceeding under Title 11 of the United States Code, as amended. Tenant
shall defend Landlord against any such claim or action at Tenant's expense with
counsel reasonably acceptable to Landlord or, at Landlord's election, Tenant
shall reimburse Landlord for any legal fees or costs Landlord incurs in any such
claim or action.

         Section 12.02. Landlord's Consent. Tenant shall pay Landlord's
reasonable attorneys' fees incurred in connection with Tenant's request for
Landlord's consent under Article Nine (Assignment and Subletting), or in
connection with any other act which Tenant proposes to do and which requires
Landlord's consent.

ARTICLE THIRTEEN: MISCELLANEOUS PROVISIONS

         Section 13.01. Non-Discrimination. Tenant promises, and it is a
condition to the continuance of this Lease that there will be no discrimination
against, or segregation of, any person or group of persons on the basis of race,
color, sex, creed, national origin or ancestry in the leasing, subleasing,
transferring, occupancy, tenure or use of the Property or any portion thereof.

         Section 13.02. Landlord's Liability; Certain Duties.

                  (a) As used in this Lease, the term "Landlord" means only the
current owner or owners of the fee title to the Property or the leasehold estate
under a ground lease of the Property at the time in question. Each Landlord is
obligated to perform the obligations of Landlord under this Lease only during
the time such Landlord owns such interest or title. Any Landlord who transfers
its title or interest is relieved of all liability with respect to the
obligations of Landlord under this Lease to be performed on or after the date of
transfer. However, each Landlord shall deliver to its transferee all funds that
Tenant previously paid if such funds have not yet been applied under the terms
of this Lease.

                  (b) Tenant shall give written notice of any failure by
Landlord to perform any of its obligations under this Lease to Landlord and to
any ground lessor, mortgagee or beneficiary under any deed of trust encumbering
the Property whose name and address have been furnished to Tenant in writing.
Landlord shall not be in default under this Lease unless Landlord (or such
ground lessor, mortgagee or beneficiary) fails to cure such non-performance
within thirty (30) days after receipt of Tenant's notice. However, if such
non-performance reasonably requires more than thirty (30) days to cure, Landlord
shall not be in default if such cure is commenced within such thirty (30) day
period and thereafter diligently pursued to completion.


                                      -20-
<PAGE>

                  (c) Notwithstanding any term or provision herein to the
contrary, the liability of Landlord for the performance of its duties and
obligations under this Lease is limited to Landlord's interest in the Property,
and neither the Landlord nor its partners, shareholders, officers or other
principals shall have any personal liability under this Lease.

         Section 13.03. Severability. A determination by a court of competent
jurisdiction that any provision of this Lease or any part thereof is illegal or
unenforceable shall not cancel or invalidate the remainder of such provision of
this Lease, which shall remain in full force and effect.

         Section 13.04. Interpretation. The captions of the Articles or Sections
of this Lease are to assist the parties in reading this Lease and are not a part
of the terms or provisions of this Lease. Whenever required by the context of
this Lease, the singular shall include the plural and the plural shall include
the singular. The masculine, feminine and neuter genders shall each include the
other. In any provision relating to the conduct, acts or omissions of Tenant,
the term "Tenant" shall include Tenant's agents, employees, contractors,
invitees, successors or others using the Property with Tenant's expressed or
implied permission.

         Section 13.05. Incorporation of Prior Agreements; Modifications. This
Lease is the only agreement between the parties pertaining to the lease of the
Property and no other agreements are effective. All amendments to this Lease
shall be in writing and signed by all parties. Any other attempted amendment
shall be void.

         Section 13.06. Notices. All notices required or permitted under this
Lease shall be in writing and shall be personally delivered or sent by certified
mail, return receipt requested, postage prepaid. Notices to Tenant shall be
delivered to the address specified in Section 1.03 above, except that upon
Tenant's taking possession of the Property, the Property shall be Tenant's
address for notice purposes. Notices to Landlord shall be delivered to the
address specified in Section 1.02 above. All notices shall be effective upon
delivery. Either party may change its notice address upon written notice to the
other party.

         Section 13.07. Waivers. All waivers must be in writing and signed by
the waiving party. Landlord's failure to enforce any provision of this Lease or
its acceptance of rent shall not be a waiver and shall not prevent Landlord from
enforcing that provision or any other provision of this Lease in the future. No
statement on a payment check from Tenant or in a letter accompanying a payment
check shall be binding on Landlord. Landlord may, with or without notice to
Tenant, negotiate such check without being bound to the conditions of such
statement.

         Section 13.08. No Recordation. Tenant shall not record this Lease
without prior written consent from Landlord. However, either Landlord or Tenant
may require that a "Short Form" memorandum of this Lease executed by both
parties be recorded. The party requiring such recording shall pay all transfer
taxes and recording fees.


                                      -21-
<PAGE>

         Section 13.09. Binding Effect; Choice of Law. This Lease binds any
party who legally acquires any rights or interest in this Lease from Landlord or
Tenant. However, Landlord shall have no obligation to Tenant's successor unless
the rights or interests of Tenant's successor are acquired in accordance with
the terms of this Lease. The laws of the state in which the Property is located
shall govern this Lease.

         Section 13.10. Corporate Authority; Partnership Authority. If Tenant is
a corporation, each person signing this Lease on behalf of Tenant represents and
warrants that he has full authority to do so and that this Lease binds the
corporation. Within thirty (30) days after this Lease is signed, Tenant shall
deliver to Landlord a certified copy of a resolution of Tenant's Board of
Directors authorizing the execution of this Lease or other evidence of such
authority reasonably acceptable to Landlord. If Tenant is a partnership, each
person or entity signing this Lease for Tenant represents and warrants that he
or it is a general partner of the partnership, that he or it has full authority
to sign for the partnership and that this Lease binds the partnership and all
general partners of the partnership. Tenant shall give written notice to
Landlord of any general partner's withdrawal or addition. Within thirty (30)
days after this Lease is signed, Tenant shall deliver to Landlord a copy of
Tenant's recorded statement of partnership or certificate of limited
partnership.

         Section 13.11. Joint and Several Liability. All parties signing this
Lease as Tenant shall be jointly and severally liable for all obligations of
Tenant.

         Section 13.12. Force Majeure. If Landlord cannot perform any of its
obligations due to events beyond Landlord's control, the time provided for
performing such obligations shall be extended by a period of time equal to the
duration of such events. Events beyond Landlord's control include, but are not
limited to, acts of God, war, civil commotion, labor disputes, strikes, fire,
flood or other casualty, shortages of labor or material, government regulation
or restriction and weather conditions.

         Section 13.13. Execution of Lease. This Lease may be executed in
counterparts and, when all counterpart documents are executed, the counterparts
shall constitute a single binding instrument. Landlord's delivery of this Lease
to Tenant shall not be deemed to be an offer to lease and shall not be binding
upon either party until executed and delivered by both parties.

         Section 13.14. Survival. All representations and warranties of Landlord
and Tenant shall survive the termination of this Lease.

ARTICLE FOURTEEN: BROKERS

         Section 14.01. Broker's Fee. When this Lease is signed by and delivered
to both Landlord and Tenant, Landlord shall pay a real estate commission to
Landlord's Broker named in Section 1.08 above, if any, as provided in the
written agreement between Landlord and Landlord's Broker, or the sum stated in
Section 1.09 above for services rendered to Landlord by Landlord's Broker in
this transaction. Landlord shall pay Landlord's Broker a commission if Tenant
exercises any option to extend the Lease Term or to buy the Property, or any
similar option or right which Landlord may grant to Tenant, or if Landlord's
Broker is the procuring cause of any other lease or sale entered into between
Landlord and Tenant covering the Property. Such commission shall be the amount
set forth in Landlord's Broker's commission schedule in effect as of the
execution of this Lease. If a Tenant's Broker is named in Section 1.08 above,
Landlord's Broker shall pay an appropriate portion of its commission to Tenant's
Broker if so provided in any agreement between Landlord's Broker and Tenant's
Broker. Nothing contained in this Lease shall impose any obligation on Landlord
to pay a commission or fee to any party other than Landlord's Broker.


                                      -22-
<PAGE>

         Section 14.02. Protection of Brokers. If Landlord sells the Property,
or assigns Landlord's interest in this Lease, the buyer or assignee shall, by
accepting such conveyance of the Property or assignment of the Lease, be
conclusively deemed to have agreed to make all payments to Landlord's Broker
thereafter required of Landlord under this Article Fourteen. Landlord's Broker
shall have the right to bring a legal action to enforce or declare rights under
this provision. The prevailing party in such action shall be entitled to
reasonable attorneys' fees to be paid by the losing party. Such attorneys' fees
shall be fixed by the court in such action. This Paragraph is included in this
Lease for the benefit of Landlord's Broker.

         Section 14.03. Broker's Disclosure of Agency. Landlord's Broker hereby
discloses to Landlord and Tenant and Landlord and Tenant hereby consent to
Landlord's Broker acting in this transaction as the agent of (check one):

         |X|      Landlord exclusively; or
         [ ]      both Landlord and Tenant.

         Section 14.04. No Other Brokers. Tenant represents and warrants to
Landlord that the brokers named in Section 1.08 above are the only agents,
brokers, finders or other parties with whom Tenant has dealt who are or may be
entitled to any commission or fee with respect to this Lease or the Property.

         ADDITIONAL PROVISIONS MAY BE SET FORTH IN A RIDER OR RIDERS ATTACHED
HERETO OR IN THE BLANK SPACE BELOW. IF NO ADDITIONAL PROVISIONS ARE INSERTED,
PLEASE DRAW A LINE THROUGH THE SPACE BELOW.

         Landlord and Tenant have signed this Lease at the place and on the
dates specified adjacent to their signatures below and have initialed all Riders
which are attached to or incorporated by reference in this Lease.

                                      "LANDLORD"

Signed on May 3, 1994                 VERNON ASSOCIATES, A California
                                      Partnership
at ___________________________
                                      __________________________________________

                                      By: /S/ WILLIAM D. FELDMAN
                                          --------------------------------------

                                          Its: GENERAL PARTNER

                                      By: ______________________________________

                                          Its: _________________________________



                                      -23-
<PAGE>

                                          "TENANT"

Signed on April 27, 1994                  ERNEST PAPER PRODUCTS, INC.

at ___________________________            A CALIFORNIA CORPORATION

                                          By: /S/ TIMOTHY G. WILSON
                                              ----------------------------------
                                          Its: PRESIDENT

                                          By: __________________________________

                                          Its:__________________________________



         IN ANY REAL ESTATE TRANSACTION, IT IS RECOMMENDED THAT YOU CONSULT WITH
A PROFESSIONAL, SUCH AS A CIVIL ENGINEER, INDUSTRIAL HYGIENIST OR OTHER PERSON
WITH EXPERIENCE IN EVALUATING THE CONDITION OF THE PROPERTY, INCLUDING THE
POSSIBLE PRESENCE OF ASBESTOS, HAZARDOUS MATERIALS AND UNDERGROUND STORAGE
TANKS.

         THIS PRINTED FORM LEASE HAS BEEN DRAFTED BY LEGAL COUNSEL AT THE
DIRECTION OF THE SOUTHERN CALIFORNIA CHAPTER OF THE SOCIETY OF INDUSTRIAL AND
OFFICE REALTORS(R), INC. NO REPRESENTATION OR RECOMMENDATION IS MADE BY THE
SOUTHERN CALIFORNIA CHAPTER OF THE SOCIETY OF INDUSTRIAL AND OFFICE REALTORS(R)
INC., ITS LEGAL COUNSEL, THE REAL ESTATE BROKERS NAMED HEREIN, OR THEIR
EMPLOYEES OR AGENTS, AS TO THE LEGAL SUFFICIENCY, LEGAL EFFECT OR TAX
CONSEQUENCES OF THIS LEASE OR OF THIS TRANSACTION. LANDLORD AND TENANT SHOULD
RETAIN LEGAL COUNSEL TO ADVISE THEM ON SUCH MATTERS AND SHOULD RELY UPON THE
ADVICE OF SUCH LEGAL COUNSEL.


                                      -24-
<PAGE>


                 ADDENDUM RIDER TO INDUSTRIAL REAL ESTATE LEASE
                       DATED APRIL 22, 1994 BY AND BETWEEN
                  VERNON ASSOCIATES, A CALIFORNIA PARTNERSHIP,
                                    LANDLORD
                                       AND
                           ERNEST PAPER PRODUCTS, INC.
                                     TENANT
                      FOR PREMISES AT 2727 E. VERNON AVENUE
                               VERNON, CALIFORNIA


1. TENANT'S IMPROVEMENTS:

         In consideration of the Abated Rent, Tenant shall promptly: a) demolish
the existing offices and build approximately 8,000 square feet of new offices
plus new bathrooms on Property; and b) paint the exterior walls of Property. All
of such work shall be performed in a good and workmanlike manner, according to
Code and pursuant to building permits as required and in compliance with the
provisions of Section 6.05 of This Lease. Landlord consents to these
improvements, however Tenant shall provide Landlord with a copy of "as built"
plans.

2. SIGNS:

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

         Tenant shall have the right to install, Tenant's trade signs to the
building and in the parking area, provided said signs are attached to and not
painted directly on the building and said signs and their installation is in
accordance with all governmental codes.

3. HAZARDOUS MATERIALS AND CONDITIONS:

         Tenant shall not use, store or in any other way introduce hazardous
materials in, on or about the Property. Except that Landlord acknowledges that
Tenant in its normal business operation, warehouses and distributes janitorial
products including but not limited to cleansers, disinfectants and spray
adhesives. Tenant shall not manufacture any hazardous substance on or in the
premises.

         Tenant assumes all liability, indemnifies, protects, saves and holds
Landlord harmless from any claims associated with, related or arising from and
for any damages, cost or expense to Landlord (including attorneys' and experts'
reasonable fees and costs) resulting from Tenant's using, storing or in any
other way introducing in, on or about Property any hazardous materials.



<PAGE>

4. CONDITION OF PROPERTY:

         Notwithstanding the provisions of the Lease, Landlord shall deliver the
premises clean and free of debris on or before January 1, 1995, and warrants to
Tenant that the existing plumbing, fire sprinkler system, lighting, warehouse
heating, parking areas, loading areas, load levelers and loading doors in the
premises, other than those constructed by Tenant, shall be in good operating
condition as of January 1, 1995. If a non-compliance with said warranty exists
as of January 1, 1995, or a sooner date of occupancy, Landlord shall, except as
otherwise provided in the Lease, promptly after receipt of written notice from
Tenant setting forth with specificity the nature and extent of such compliance,
rectify same at Landlord's expense. If Tenant does not give Landlord written
notice of a non-compliance with this warranty within sixty (60) days from
January 1, 1995, or an earlier date of occupancy, correction of that
noncompliance shall be the obligation of Tenant at Tenant's sole cost and
expense..

5. REASONABLENESS:

         Whenever this Lease provides for a party's consent, such consent shall
not be unreasonably withheld.

6. REPRESENTATION:

         William D. Feldman is a principal of William D. Feldman Associates,
Landlord's broker, is a licensed real estate broker and is a partner of
Landlord.

7. LANDLORD'S OBLIGATION TO REPAIR AND MAINTAIN:

         Landlord will be responsible for the roof, except for any incident
costing Two Hundred ($200.00) Dollars or less or for damage caused by Tenant,
other than normal wear and tear. Landlord shall be responsible for the
structural elements of the building. Further, Landlord shall be responsible to
pay for 15% of the maintenance of the yard area.

8. FIRST OPPORTUNITY TO PURCHASE:

         The Property is part of a larger parcel that includes a 25,000 square
foot building at 2657 Vernon Avenue (collectively referred to as "Parcel").
During the term of lease (including any extensions thereof), so long as Tenant
is not in default under Lease, Tenant ("Optionee") shall have the first
opportunity to purchase the Parcel pursuant to the following conditions (TIME
BEING OF THE STRICTEST ESSENCE):

         A. Landlord shall be free at any time to actively market Parcel.
However, Optionee shall have the first opportunity to purchase Parcel as
follows:

                  i) Landlord shall notify Optionee as to the terms and
conditions acceptable to the Landlord and shall submit to Optionee any other
material reasonably necessary for Tenant to make a decision on the purchase of
Parcel such as a copy of a Preliminary Title Report.

                  ii) Optionee shall have thirty (30) days to agree to purchase
Parcel on the same terms and conditions as set forth in writing to the Optionee.


                                      -2-
<PAGE>

                  iii) If Optionee does not elect to purchase Parcel under the
terms and conditions acceptable to Landlord, then Landlord may continue to
actively market Parcel and shall be free to accept any offer to purchase. Except
that if an offer to purchase is submitted to Landlord which is acceptable to
Landlord and said offer is either: a) less than ninety-five percent (95%) of the
purchase price as first submitted to optionee; or b) there is a substantial
detrimental (to Landlord) change in the other terms of the purchase as first
submitted to Optionee, a copy of such new bona fide purchase offer containing
such new acceptable price and/or terms shall be submitted by telecopier or
personal delivery and Optionee shall have an additional five (5) days after
receipt of the new acceptable purchase price and/or terms to agree to purchase
Parcel.

         B. If Landlord receives a bona fide offer to purchase Parcel, prior to
Landlord first offering Parcel to Optionee as set forth above, then:

                  i) Landlord will submit to Optionee a copy of said bona fide
purchase offer, as well as Landlord's proposed acceptance or counteroffer.

                  ii) Optionee shall have fifteen (15) days within which to
agree to purchase Parcel on the same terms and conditions as Landlord will
accept from said third party.

                  iii) In the event that the Optionee does not agree in writing
to purchase Parcel as provided above, Landlord shall be free to sell said Parcel
to the third party on substantially the same terms and conditions as submitted
to Optionee.

         C. The rights to purchase Parcel under this Paragraph 6 are personal to
Tenant and may not be transferred, sold or otherwise assigned, nor may such
rights be exercised by any sublessee, transferee or assignee of Lease (with or
without Landlord's consent), or any of these rights, and upon any such transfers
(whether by operation of law or otherwise), these rights shall lapse and be of
no further effect.

         D. Any sales or transfers among the partners and/or owners of the
Landlord, and their respective successors in interest, are excluded from the
terms of this Right of First Opportunity to Purchase. That is, this Right of
First Opportunity is applicable only to the sale or transfer of the fee interest
in the Parcel to a third party unrelated to the Landlord's partners and/or
owners, and their respective successors in interest.

9. ACCESS, YARD AND PLAN:

         Attached to the Lease will be the Mollenhauer, Higashi and Moore plan
("Plan"). There is not 135 feet rear access, as set forth in the Landlord
Broker's marketing material. The rear yard consists of 50 feet of fee and a
right to use the next northerly 50' for "pedestrian and vehicular traffic for
ingress and egress from the Property and for parking of such vehicles." In this
the most northerly 50' there is a right of access to the building to the north,
currently owned by David Karney, and to the 25,000 square foot building to the
west owned by Landlord. North of the northerly 50' easement there appears to be
another 20' where Landlord and Tenant has the right for "truck ingress, egress,
maneuvering and parking." A full title report is available to Tenant, and Tenant
is deemed to be aware of and to accept Property as described in such Title
Report.


                                      -3-
<PAGE>

10. ABATED RENT:

         Inconsideration of the improvements to Property to be made by Tenant
(see Addendum Rider 1), Landlord will reduce the rent, which includes the base
year taxes and insurance, for the first twelve (12) months of the Lease term to
the monthly sum of Twenty-One Thousand Nine Hundred and Sixteen Dollars and
Seventeen Cents ($21,916.17).

DATED: 5/3/94                           /S/ WILLIAM D. FELDMAN
                                        -----------------------------------
                                        "Landlord"

DATED: 4/17/94                          /S/ TIMOTHY G. WILSON
                                        -----------------------------------
                                        "Tenant"





                                      -4-
<PAGE>


                              OPTION TO EXTEND TERM

                                   LEASE RIDER

This Rider is attached to and made part of that certain Lease (the "Lease")
dated April 22, 1994 between VERNON ASSOCIATES (A California Partnership), as
Landlord, and _____________________________________, as Tenant, covering the
Property commonly known as 2727 E. Vernon Ave., Vernon, California (the
"Property"). The terms used herein shall have the same definitions as set forth
in the Lease. The provisions of this Rider shall supersede any inconsistent or
conflicting provisions of the Lease.

A. Option(s) to Extend Term.

         1. Landlord hereby grants to Tenant two option(s) (the "Option(s)") to
extend the Lease Term for additional term(s) of five (5) years each (the
"Extension(s)"), on the same terms and conditions as set forth in the Lease, but
at an increased rent as set forth below. Each Option shall be exercised only by
written notice delivered to Landlord at least one hundred twenty (120) days
before the expiration of the Lease Term or the preceding Extension of the Lease
Term, respectively. If Tenant fails to deliver Landlord written notice of the
exercise of an Option within the prescribed time period, such Option and any
succeeding Options shall lapse, and there shall be no further right to extend
the Lease Term. Each Option shall be exercisable by Tenant on the express
conditions that (a) at the time of the exercise, and at all times prior to the
commencement of such Extension, Tenant shall not be in default under any of the
provisions of this Lease and (b) Tenant has not been ten (10) or more days late
in the payment of rent more than a total of three (3) times during the Lease
Term and all preceding Extensions.

         2. Personal Options.

         The Option(s) are personal to the Tenant named in Section 1.03 of the
Lease or any Tenant's Affiliate described in Section 9.02 of the Lease. If
Tenant subleases any portion of the Property or assigns or otherwise transfers
any interest under the Lease to an entity other than a Tenant Affiliate prior to
the exercise of an Option (whether with or without Landlord's consent), such
Option and any succeeding Options shall lapse. If Tenant subleases any portion
of the Property or assigns or otherwise transfers any interest of Tenant under
the Lease to an entity other than a Tenant Affiliate after the exercise of an
Option but prior to the commencement of the respective Extension (whether with
or without Landlord's consent), such Option and any succeeding Options shall
lapse and the Lease Term shall expire as if such Option were not exercised. If
Tenant subleases any portion of the Property or assigns or otherwise transfers
any interest of Tenant under the Lease in accordance with Article 9 of the Lease
after the exercise of an Option and after the commencement of the Extension
related to such Option, then the term of the Lease shall expire upon the
expiration of the Extension during which such sublease or transfer occurred and
only the succeeding Options shall lapse.



<PAGE>

B. Calculation of Rent.

         The Base Rent during the Extension(s) shall be determined by one or a
combination of the following methods (INDICATE YOUR CHOICE UPON EXECUTION OF THE
LEASE):

                  1. Cost of Living Adjustment (Section B(1), below) |X|

                  2. Fair Rental Value Adjustment (Section B(2), below) |X|

                  3. Fixed Adjustment (Section B(3), below) [ ]

         1. Cost of Living Adjustment.

         The Base Rent shall be increased on the first day of the 31st month(s)
of each Extension() of the Lease Term (the "Rental Adjustment Date") by
reference to the index defined in Section 1.12(a) of the Lease or the substitute
index described in Section 3.02 of the Lease, as follows: The Base Rent in
effect immediately prior to the applicable Rental Adjustment Date (the
"Comparison Base Rent") shall be increased by the percentage that the Index has
increased from the month in which the payment of the Comparison Base Rent
commenced through the month in which the applicable Rental Adjustment Date
occurs. In no event shall the Base Rent be reduced by reason of such
computation. There are no minimums and no maximums to the increase of Index.




                                      -2-