Exhibit 10.38
                                                                             RSH
                                                                         30006-1
                                                                            3141

                            STANDARD INDUSTRIAL LEASE
                           (California - Gross Lease)

This Lease is made November 4, 2004,  between R. S. HOYT, JR. FAMILY TRUST dated
June 23, 1980  ("Landlord') and WILLIAM JOSEPH GLEDHILL,  JR., an Individual and
DAVID MICHAEL LYONS, an Individual, ("Tenant"), who agree as follows:

1.    PREMISES

      Landlord  leases  to Tenant  and  Tenant  leases  from  Landlord  the real
property  and the  building  and  improvements  located in the City of  Anaheim,
County of Orange,  State of  California,  described as an  industrial  building,
being  approximate1y  8,000  square  feet in area,  known  as 2301  Via  Burton,
Anaheim, California 92806 ("the premises).

2.    TERM

      2.1   Term. The term shall be for seventeen (17) months commencing January
1, 2005, and shall expire May 31,2006,  unless sooner terminated pursuant to any
provision hereof.

      2.2   Delay in  Possession.  If for any  reason  Landlord  cannot  deliver
possession  of the premises by the date  specified for the  commencement  of the
term,  Landlord shall not be liable for any damage caused for failing to deliver
possession,  and this lease shall not be void or  voidable.  Tenant shall not be
liable for rent until  Landlord  delivers  possession of the premises to Tenant,
but the term shall not be  extended by the delay.  If Landlord  does not deliver
possession  of  the  premises  to  Tenant  within  sixty  (60)  days  from  said
commencement  date, Tenant can elect to terminate this lease by giving notice to
Landlord  at any  time  before  the date  Landlord  delivers  possession  of the
premises to Tenant.

      2.3   Early Possession.  Tenant may only occupy the premises prior to said
commencement  date with a  separate  written  early  possession  agreement  with
Landlord.

      2.4   Option to Extend.

            (a)   Subject to the  conditions  hereinafter  in this paragraph set
forth,  Tenant shall have the option to extend the initial  seventeen (17) month
term of this lease for a further period of twenty four (24) months upon the same
terms and conditions as are herein contained with respect to the initial term.

            b)    The right to exercise  such option is subject to the following
conditions:

                  (1)   Tenant  shall give  written  notice to  Landlord  of the
            exercise of such option at least 120 days prior to the expiration of
            the initial seventeen (17) month term of this lease;


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                  (2)   The lease is in full force and effect at the time of the
            exercise  of such  option,  as well  as at the  commencement  of the
            extension term;

                  (3)   Tenant is in possession of the premises; and

                  (4)   Tenant is not in default at the time of exercise of such
            option or at the commencement of the extended term.

3.    ACCEPTANCE OF THE PREMISES.

      3.1   Landlord Good Operating  Condition  Warranty:  Landlord  warrants to
Tenant that the heating, ventilating and air conditioning equipment, (except for
any space heaters on premises),  plumbing equipment, lighting fixtures and other
electrical apparatus and loading doors in the premises will be in good operating
condition on the lease  commencement  date.  In the event that it is  determined
that  this  warranty  has been  violated,  then it shall  be the  obligation  of
Landlord,  after  receipt of  written  notice  from  Tenant  setting  forth with
specificity the nature of the violation,  to promptly,  at Landlord's sole cost,
rectify such violation. Tenant's failure to give such written notice to Landlord
within  thirty  (30) days  after the lease  commencement  date  shall  cause the
conclusive  presumption  that  Landlord  has  complied  with  all of  Landlord's
obligations hereunder.

      3.2   Condition of Premises.  Tenant's  taking  possession of the premises
shall  constitute  Tenant's  acknowledgement  that  the  premises  are  in  good
condition  and except as  otherwise  provided  in  subparagraph  3.1,  Tenant is
accepting the building in its "as is" condition,  including,  but not limited to
all offices, heating equipment,  plumbing equipment,  floor coverings,  lighting
fixtures and other electrical apparatus.

      3.3   Landlord   Improvements.   Notwithstanding   paragraph   3.1  above,
Landlord,  at Landlord's sole cost and expense,  shall make the  improvements as
set forth in Exhibit "A" attached hereto, approved and signed by the parties.

      3.4   Tenant Improvements. Notwithstanding paragraph 3.1 above, Tenant, at
Tenant's  sole cost and  expense,  shall make the  improvements  as set forth in
Exhibit "A" attached hereto, approved and signed by the parties.

4.    RENT

      4.1   Monthly Rent.  Tenant shall a Landlord as rent,  without  deduction,
setoff,  prior notice,  or demand,  the sum of $2,720.00 per month in advance on
the first day of each month of the term hereof.  Tenant shall pay Landlord  upon
execution  $2,720.00 as rent for the first full month of the term.  Rent for any
period  during the term hereof  which is for less than one month shall be billed
at a prorata  portion  of the  monthly  rent  payment.  Rent shall be payable to
Landlord at the address to which  notices to Landlord are given or to such other
persons or at such other places as Landlord may designate in writing.


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      4.2   Adjustment of Rent During  Initial  Term.  Commencing on February 1,
2005 and continuing through May 31,2006 the adjusted rent shall be $5,440.00 per
month.

5.    SECURITY DEPOSIT

      On execution of this lease,  Tenant shall deposit with Landlord  $6,118.00
as a security  deposit for the  performance  by Tenant of the provisions of this
lease.  If the  tenant is in default or to  compensate  Landlord  for all damage
sustained by Landlord resulting from Tenant's default.  Tenant shall immediately
on 2 demand pay to Landlord a sum equal to the portion of the  security  deposit
expended or applied by Landlord as provided in this  paragraph so as to maintain
the security  deposit in the sum initially  deposited  with  Landlord.  Upon any
increase in the monthly rent during the term of this lease or any option  period
upon  Landlord's  written  notification,  Tenant  shall  thereupon  deposit with
Landlord additional security deposit so that the amount of security deposit held
by  Landlord  shall at all  times be the same  amount as the  monthly  rent then
payable.  If Tenant is not in default at the  expiration or  termination of this
lease,  Landlord  shall  return  the  security  deposit  to  Tenant.  Landlord's
obligations with respect to the security deposit are those of a debtor and not a
trustee.  Tenant  acknowledges  and agrees that in the event Tenant shall file a
voluntary petition pursuant to the Bankruptcy Code or any successor thereto,  or
if an involuntary  petition is filed a against Tenant pursuant to the Bankruptcy
Code or any  successor  thereto,  then  Landlord ma apply the  security  deposit
towards  those  obligations  of Tenant to Landlords  which  accrued prior to the
filing of such petition. Landlord can maintain the security deposit separate and
apart from Landlord's  general funds or can commingle the security  deposit with
Landlord's general and other funds. Landlord shall not be required to pay Tenant
interest on the security deposit.

6.    TAXES

      6.1   Personal  Property  Taxes.  Tenant shall pay before  delinquency all
taxes,  assessments,  license fees, and other charges  ("taxes") that are levied
and assessed against Tenant's  personal  property  installed or located in or on
the premises,  and that become payable during the term of this lease.  On demand
by Landlord,  Tenant shall furnish Landlord with satisfactory  evidence of these
payments.

      6.2   Real  Property  Taxes.  Tenant shall pay  increases in real property
taxes, whether the increase resulted from increased rate and/or valuation levied
and assessed  against the  premises,  over and above those real  property  taxes
levied and assessed against the premises for the base year, which is 2004-2005.

      For the  purposes  of this Lease,  "real  property  taxes"  shall mean and
include all real property taxes,  general and special  assessments,  foreseen as
well as  unforeseen,  which are levied or assessed  upon or with  respect to the
Property in which the remises is situated, an improvements,  fixtures, equipment
and other  property of Landlord  located on the Property and used in  connection
with the  operation  of all or any portion of the  Property,  as well as an tax,
surcharge or  assessment  which shall be levied or assessed in addition to or in
lieu of such real property taxes and assessments. Real property taxes shall also
include any expenses  incurre1 by Landlord in contesting  the amount of validity
of any real property taxes and assessments.


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      Each year  Landlord  shall notify  Tenant of the real  property  taxes and
together I with such  notice  shall  furnish  Tenant with a cop of the tax bill,
including the tax bill I for the base year.  Tenant shall ay Landlord tie amount
of the increase in the real property taxes annually not later than 10 days after
receipt of the tax bill.

      Tenant's  liability  to pay real  property  taxes shall be prorated on the
basis of a 365-day  year to account for any  fractional  portion of a fiscal tax
year included in the term at its commencement and expiration.

      6.3   Substitute and Additional Taxes. Tenant shall not be required to pay
any state or federal  income or  franchise  taxes of  Landlord,  or any state or
federal estate or inheritance taxes of Landlord. If at any time during the term,
the State of California or any political subdivision of the state, including any
count  city,  city  and  county,  public  corporation,  district,  or any  other
political entity or public corporation of this state, levies or assesses against
and or a tax,  fee,  or excise  on (1)  rents,  (2) the  square  footage  of the
premises,  (3) the act of entering  into this  lease,  or (4) the  occupancy  of
Tenant, or levies or assesses against Landlord any other tax, fee, or excise, or
however described, including without limitation, a so-called value added tax, as
a direct  substitution  in whop:  or in part for,  or in  addition  to, any real
property taxes, Tenant shall before delinquency pay that tax, fee, or excise.

7.    USE OF PREMISES

      7.1   Use.  Tenant shall use the premises for offices and CNC Machine Shop
and for no other use without the written consent of Landlord. Without limitation
of the foregoing and without  limitation of paragraph  7.3, non of the following
actions  or uses,  are  permitted  on or about the  premises:,  (a)  washing  of
vehicles, or work on or repair of vehicles; (b) parking,  staging or storing any
non-related  business vehicles or personal recreation vehicles,  including,  but
not limited to, RV's, boats, campers and trailers.

      7.2   Compliance  with Laws.  Tenant shall not do or permit anything to be
done in or about  said  premises  which will in any way affect the safety of the
premises,  and Tenant shall comply,  at Tenant's sole cost,  with all applicable
laws,  ordinances,  rules and  regulations  of city,  county,  state and federal
authorities,  and the rules,  regulations and  requirements of the Board of Fire
Underwriters, and Tenant shall at no time suffer or permit rubbish, papers, dirt
or refuse to accumulate in or about the premises.

      7.3   Nuisance.  Tenant shall not use the premises in any manner that will
constitute waste,  nuisance, or unreasonable annoyance to owners or occupants of
adjacent properties.


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      7.4   Hazardous Materials.

            (a)   Tenant  shall  not use or  permit  an other  person to use any
portion of the  premises  for the  storage,  use,  treatment  or disposal of any
hazardous  material  (as  hereafter  defined),  except  that,  subject to strict
compliance  with the  provisions of this section 7.4,  Tenant may, in connection
with its  operation of its business  described  in paragraph  7.1,  bring on the
premises products and substances in normal and customary quantities required for
cleaning and maintenance of the premises,  including diesel fuel and/or gasoline
for the parking and storage of vehicles or operation of forklift.

            (b)   Tenant  represents,   warrants  and  agrees  that  as  to  any
equipment,  materials,  substances or other things coming on the premises during
the term of this lease or any predecessor lease with Tenant  (including  without
limitation,  the products and substances described in (a) above), Tenant will at
the sole cost and expense of Tenant,  comply  with all local,  state and federal
statutes,  rules,  regulations and orders governing use, storage and disposal of
flammable or combustible material,  hazardous  substances,  toxic substances and
hazardous waste as now or hereafter defined as a "hazardous  waste,"  "hazardous
substance," "toxic substance," pollutant or contaminant under any federal, state
of  local  statute  or  regulation,  rule or  ordinance  or  amendments  thereto
including,   without  limitation.  the  Comprehensive   Environmental  Response,
Compensation  and  Liability  Act (42 U.S.C.  section;  9601 et seq.) and/or the
Resource  Conservation and Recover Act (42 U.S.C.  section 6901, et seq.) and/or
Section  25117 of the  California  Health  and  Safety  Code,  or any  successor
statute,  substances  which  contain  gasoline,  diesel fuel or other  petroleum
hydrocarbons   and  any  other   substance   the  presence  of  which   requires
investigation  or  remediation  under  any  federal,   state  f  local  statute,
regulation,  ordinance, order, action, policy or common law (herein collectively
referred to as "hazardous  materials"),  and that Tenant will indemnify Landlord
against and hold Landlord  harmless  from all claims,  damages,  loss,  cost and
expense (including attorneys' fees) relating to or arising out of such hazardous
materials  coming  on  the  premises  during  the  term  of  this  lease  or any
predecessor  lease with Tenant or  otherwise  caused by actions or  omissions of
Tenant or its invitees. On termination of the Lease, Tenant will remove from the
premises all  hazardous  materials and all  containers  in which such  hazardous
materials  have been stored.  The foregoing  does not in any way limit any other
obligation of Tenant under this Lease.

            (c)   Landlord   represents   and  warrants  that  to  the  best  of
Landlord's knowledge, there were no hazardous materials on or under the premises
prior to Tenant  taking  possession of the  premises.  Landlord  will  indemnify
Tenant against and hold Tenant harmless from all claims, damages, loss, cost and
expense  (including  attorneys'  fees)  relating to or arising out of  hazardous
materials which were on or under the premises prior to Tenant taking  possession
of the  premises or brought to the premises by Landlord in  connection  with its
improvements or repairs to the premises as provided in this lease.

            (d)   The  indemnifications of the parties in this section 7.4 shall
include,  without mutation,  costs incurred in connection with any investigation
of site  conditions  or any  cleanup,  remedial,  removal  or  restoration  work
required  by an  federal,  state  or  local  governmental  agency  or  political
subdivision  because of hazardous  materials for which such indemnifying arty is
responsible as above specified in  subparagraphs  (a), (b) and (c), and Tenant's
obligation  under  this  paragraph  7.4  shall  survive  expiration  or  earlier
termination of this lease.


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8.    MAINTENANCE

      8.1   Landlord Maintenance. Except as provided in paragraphs 13 and 14 and
except for damage caused by Tenant, Landlord at its cost shall maintain, in good
condition,  the structural  parts of the building which structural parts include
only the  foundations,  bearing and exterior walls  (excluding glass and doors),
sub  flooring,  and roof.  Tenant waives the benefit of any resent or future law
which might give Tenant the right to repair the premises at  Landlord's  expense
or to terminate this lease because of the condition of the premises.

      8.2   Tenant  Maintenance.  Except as provided in paragraph 8.1, Tenant at
its cost  shall  maintain,  in good  condition,  all  portions  of the  remises,
including,  without  limitation,  the office  entry,  glass,  windows,  exterior
overhead  doors,  exterior  passage doors and the interior of the  premises.  In
addition, Tenant shall, at Tenant's expense, repair any damage to the structural
parts of the building,  including damage to the shop floor surfaces, referred to
in paragraph 8.1 caused by Tenant's acts or omissions.

      8.3   Surrender.  On the  last day of the term  hereof,  or on any  sooner
termination,  Tenant  shall  surrender  the  premises  to  Landlord  in the same
condition as when received,  ordinary wear and tear excepted,  clean and free of
debris.  Tenant  shall  repair  any  damage to the  premises  occasioned  by the
installation or removal of Tenant's trade  fixtures,  furnishings and equipment.
Notwithstanding  anything to the contrary otherwise stated in this lease, Tenant
shall  leave  the  airlines,  power  panels,  electrical  distribution  systems,
lighting  fixtures,  space  heaters,  air  conditioning  and  plumbing  in  good
operating condition.

      8.4   Heating,  Ventilating and  Air-Conditioning.  Tenant shall be solely
responsible for the  maintenance and repair of the heating,  ventilating and air
conditioning  installed on the premises and shall execute a quarterly inspection
and maintenance contract covering all of the office heating, ventilating and air
conditioning.  Said  maintenance  contract  shall be  executed  with a  licensed
heating,  ventilating and air conditioning  contractor approved b Landlord. Said
maintenance  contract shall remain in effect during the entire term of the lease
and any extension or renewal  thereof.  Tenant shall furnish  Landlord a copy of
said maintenance  contract.  Upon expiration of the Lease,  Landlord may inspect
heating,  ventilating and air  conditioning and Tenant shall be responsible for,
if any, maintenance or repair required.

      8.5   Sprinkler System  Inspection.  If the building in which the premises
are situated  has a wet fire  sprinkler  system,  Tenant shall pay for an annual
inspection of such system as required by Landlord's  insurance  company.  If the
premises include only a portion of the building, Tenants share of the inspection
cost shall be the  proportion  that the total number of square feet  included in
the premises bears to the total number of square feet in the building.

9.    ALTERATIONS

      Tenant shall not make any alterations to the premises  without  Landlord's
written  consent.  Landlord  may  require  Tenant to  remove  any or all of said
alterations  at the  expiration  of the term and restore  the  premises to their
prior condition.  Unless Landlord  requires their removal,  any alterations made
(including,  without limitation,  power panels and lighting fixtures, whether or
not such installations  constitute trade fixtures of Tenant) shall remain on and
be surrendered with the premises on expiration or termination of the term.


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10.   MECHANICS' LIENS

      Tenant shall pay all costs for construction done by Tenant or caused to be
done by Tenant on the premises as permitted by this lease. Tenant shall keep the
premises free and clear of all mechanics' liens resulting from construction done
by or for Tenant.

      Tenant shall have the right to contest the  correctness or validity of any
such lien if,  immediately on demand by Landlord,  Tenant procures and records a
lien release bond issued by a  corporation  authorized  to issue surety bonds in
California in an amount equal to one and one-half  times the amount of the claim
of lien. The bond shall meet the requirements of Civil Code section 3143, or any
successor  statute,  and  shall  provide  for the  payment  of any sum  that the
claimant may recover on the claim  (together  with costs of suit, if it recovers
in the action).

11.   UTILITIES

      Tenant  shall pay or cause to be paid all charges for water,  gas,  light,
heat or power,  telephone,  trash  collection  service,  any  alarm or  security
services and other services supplied to Tenant in connection with the Premises.

12.   INDEMNITY AND INSURANCE

      12.1  Exemption of Landlord from  Liability.  Landlord shall not be liable
to Tenant for any damage to Tenant or Tenant's  property from any cause.  Tenant
waives all claims against  Landlord for damage to person or property arising for
any reason, except for damage resulting from the acts or omissions of Landlord.

      12.2  Indemnity.  Tenant  shall hold  Landlord  harmless  from all damages
arising out of any injury or damage to any person or property  occurring in, on,
or about the premises, except for damage resulting from the acts or omissions of
Landlord.

      12.3  General Commercial  Liability and Property Damage Insurance.  Tenant
shall maintain general commercial liability and property damage insurance with a
combined  single  liability  limit of  $1,000,000.00  per  occurrence,  insuring
against all liability of Tenant and its authorized  representatives  arising out
of and in  connection  with  Tenant's  use or occupancy  of the  premises.  Said
general  commercial  liability and property  damage  insurance  shall:

            (a)   Name Landlord and Landlord's property manager Bryan Industrial
Properties, Inc. as additional insureds.

            (b)   Be issued by insurance companies  authorized to do business in
the State of California,  with a financial rating of at least an A - 8 status as
rated in the most recent edition of Best's Insurance Reports.


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            (c)   Be issued as a primary policy.

            (d)   Contain an endorsement  requiring 30 days' written notice from
the insurance  company to Landlord and Tenant before  cancellation  or change in
the coverage, scope, or amount of any policy.

            (e)   Shall insure performance by Tenant of the indemnity provisions
of paragraph 12.2.

Said policy,  or a certificate of the policy,  together with evidence of payment
of premiums,  shall be deposited with the Landlord at the commencement the term,
and on renewal of the policy not less than 20 days before expiration of the term
of the policy.

      12.4  Waiver of  Subrogation.  The parties  release each other,  and their
respective  authorized  representatives,  from  any  claims  for  damage  to the
premises and to the fixtures,  personal  property,  Tenant's  improvements,  and
alterations  of either  Landlord or Tenant in or on the premises that are caused
by or result from risks insured against under any insurance  policies carried by
the parties  and in force at the time of any such  damage.  Tenant and  Landlord
shall give notice their respective  insurance carriers that the foregoing mutual
waiver of subrogation  is contained in this lease.  This waiver does not release
or waive the right of  Landlord  to recover  from Tenant the portion of any loss
not covered by Landlord's  property insurance including the deductible amount of
any such property insurance.

      12.5  Fire  Insurance on Building.  Landlord at its cost shall maintain on
the building and other  improvements that are part of the premises (in which the
premises are located) a policy of standard fire insurance with special  extended
coverage  endorsement,  to the extent of at least 90% of full replacement value.
The  insurance  policy  shall be in the name of  Landlord,  with loss payable to
Landlord  and the holders of any  mortgages  or deeds of trust on the  premises.
Landlord  shall  not be  required  to insure  any of  Tenant's  improvements  or
alterations.

      12.6  Tenant's Fire  Insurance.  Tenant at its cost shall  maintain on all
its personal property,  Tenant's improvements and alterations,  in, on, or about
the premises a policy of standard  fire and extended  coverage  insurance,  with
vandalism and malicious mischief endorsements,  to the extent of at least 90% of
their full  replacement  value. The proceeds of any such policy shall be used by
Tenant for the  replacement of personal  property or the restoration of Tenant's
improvements or alterations.  In addition,  Tenant may at Tenant's sole cost and
discretion  secure  insurance  to cover  damage to the  building  not  currently
insured  under  Landlord's  policy  or are  less  than  the  Landlord's  current
deductible amount of $10,000.00 per occurrence.

      12.7  Tenant  Payment of  Increase  in Fire  Insurance  Cost.  If the fire
insurance rate on the building on the premises is raised above the existing rate
(Travelers Property & Casualty Insurance No  630378L8376TlL97)  by reason of the
nature of Tenants  business or the manner in which Tenant conducts its business,
then the increased cost of such fire  insurance  above the now existing rate per
annum  per each  $100.00  coverage  up to the  expiration  of this  lease or any
renewal hereof shall be payable by Tenant as additional rental  hereunder,  with
and in addition to the next  succeeding  rental  installment  payable  hereunder
following the effective date of such rate increase.


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13.   DESTRUCTION

      13.1  Insured  Loss.  If,  during the Term,  the  premises  are totally or
partially  destroyed  from any cause  covered by Insurance  described in section
12.5,  rendering  the  premises  totally or partial1  inaccessible  or unusable,
Landlord shall restore the premises to substantially  the same condition as they
were immediate1y  before  destruction,  if the restoration can be made under the
existing  laws  and can be  completed  within  60  days  after  the  date of the
destruction. Such destruction shall not terminate this lease. If the restoration
cannot be made in the time  stated in this time stated in this  paragraph,  then
within 15 days after the parties  determine that the restoration  cannot be made
in  the  time  stated  in  this  paragraph,  Tenant  can  terminate  this  lease
immediately  by giving  notice to Landlord.  If Tenant  fails to terminate  this
lease and if restoration is permitted under the existing laws, Landlord,  at its
election,  can either  terminate  this I' ease or restore the  remises  within a
reasonable  time and this lease shall  continue  in full force and effect.  18he
existing laws do not permit the  restoration,  either party can  terminate  this
lease immediately by giving notice to the other party.

      In any event,  Landlord shall not be required to restore  alterations made
by Tenant, Tenant's improvements, Tenant's trade fixtures, and Tenant's personal
property,  such  excluded  items  being  the sole  responsibility  of  Tenant to
restore.

      In case of  destruction  there shall be an abatement or reduction of rent,
between the date of destruction and the date of completion of restoration, based
on the  extent to which the  destruction  interferes  with  Tenant's  use of the
premises.

      If the destruction  occurs during the last year of the term,  Landlord can
terminate  this lease by giving notice to Tenant not more than 15 days after the
destruction.

      Tenant waives the  provisions  of Civil Code sections  1932(2) and 1933(4)
with respect to any destruction of the premises.

      13.2  Uninsured  Loss. If the premises are totally or partially  destroyed
from a cause not covered by the insurance  described in section  12.5,  Landlord
may either elect to restore the premises  (subject to the same time  limitations
and  provisions as in 13.1) or terminate  this lease by giving written notice to
Tenant within 20 days after the date of destruction,  provided, however, that if
the  uninsured  destruction  was caused by a negligent or willful act of Tenant,
Tenant  shall  make the  repairs  at  Tenant's  expense  and  there  shall be no
abatement of rent between the date of destruction  and the date of completion of
restoration.


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14.   CONDEMNATION

      If the  premises  or any  portion  thereof  are  taken  under the owner of
eminent  domain,  or sold under the threat of the exercise of raid power (all of
which are herein referred to as  "condemnation"),  this lease shall terminate as
to the part so taken as of the date  the  condemning  authority  takes  title or
possession,  whichever  first occurs.  If more than 10% of the floor area of the
building  on the  premises,  or more than 25% of the land  area of the  premises
which is not occupied by any building, is taken by condemnation,  Tenant may, at
Tenant's  option,  to be exercised in writing only within 10 days after Landlord
shall have given Tenant written notice of such taking (or in the absence of such
notice,  within  10  days  after  the  condemning  authority  shall  have  taken
possession)  terminate this lease as of the date the condemning  authority takes
such possession.  If Tenant does not terminate this lease in accordance with the
foregoing, this lease shall remain in full force and effect as to the portion of
the premises  remaining  except the rent shall be reduced in the proportion that
the  floor  area of the  building  then  bears to the  total  floor  area of the
building situated on the premises.  No reduction of rent shall occur if the only
area taken is that which does not have a building located thereon. Any award for
the taking of all or any part of the premises  under the power of eminent domain
or any  payment  made under  threat of the  exercise  of such power shall be the
property  of  Landlord,  whether  such award shall be made as  compensation  for
diminution  in value  of the  leasehold  or for the  taking  of the  fee,  or as
severance damages; provided, however, that Tenant shall be entitled to any award
for  loss of or  damage  to  Tenant's  trade  fixtures  and  removable  personal
property.  In the event  that  this  lease is not  terminated  by reason of such
condemnation,  Landlord  shall to the extent of  severance  damages  received by
Landlord in connection with such condemnation, repair and damage to the premises
caused by such  condemnation  except to the extent  Tenant  has been  reimbursed
therefor by the condemning authority.

15.   ASSIGNMENT

      15.1  Prohibition   Against   Voluntary    Assignment,    Subletting   and
Encumbering.  Tenant  shall not  voluntarily  assign or encumber its interest in
this lease or in the premises,  or sublease all or any part of the premises,  or
allow  any  other  person  or  entity  to  occupy  or use all or any part of the
premises,   without  first  obtaining   Landlord's   consent.   Any  assignment,
encumbrance,  or sublease without  Landlord's  consent shall be voidable and, at
Landlord's elections,  shall constitute a default. No consent to any assignment,
encumbrance,  or sublease shall constitute a further waiver of the provisions of
this paragraph.

      If Tenant is a corporation,  any dissolution,  merger,  consolidation,  or
other  reorganization  of Tenant, or the sale or other transfer of a controlling
percentage  of the capital  stock of Tenant,  or the sale of at least 51% of the
value of the assets of Tenant, shall be deemed a voluntary assignment. The phase
"controlling  percentage"  means the ownership of, and the right to vote,  stock
possessing  at least 51% of the total  combined  voting  power of all classes of
Tenant's capital stock issued, outstanding and entitled to vote for the election
of directors.  This paragraph shall not apply to corporations the stock of which
is traded through an exchange or over the counter.

      15.2  Involuntary  Assignment.  No  interest of Tenant in this lease shall
assignable by operation of law.  Each of the following  acts shall be considered
an involuntary assignment.

            (a)   If  Tenant  is or  becomes  bankrupt  or  insolvent,  makes an
assignment  for the benefit of creditors,  or institutes a proceeding  under the
Bankruptcy  Act in  which  the  Tenant  is the  bankrupt;  or,  if  Tenant  is a
partnership or consists of more than one person or entity, if any partner of the
partnership  or other person or entity is or becomes  bankrupt or insolvent,  or
makes an assignment for the benefit of creditors;


<PAGE>

            (b)   If a writ of attachment or execution is levied on this lease;

            (c)   If, in any  proceeding or action to which Tenant is a party, a
receiver is appointed with authority to take possession of the premises.

      An  involuntary  assignment  shall  constitute  a default  by  Tenant  and
Landlord  shall have the right to elect to terminate  this lease,  in which case
this lease shall not be treated as an asset of Tenant.

      15.3  Landlord's Expenses. If Landlord consents to an assignment, sublease
or other transfer by Tenant of all or an portion of Tenant's interest under this
Lease, or to a waiver of lien as may be requested by Tenant, Tenant shall pay or
cause  to be paid to  Landlord,  an  administrative  fee of not less  than  Five
Hundred and No/100 Dollars  ($500.00) to reimburse  Landlord for  administrative
expenses and for legal,  accounting and other out of pocket expenses incurred by
Landlord.

16.   DEFAULT; REMEDIES

      16.1  Default.  The occurrence of any of the following shall  constitute a
default by Tenant:

            (a)   Failure to pay rent or make any other payment when due.

            (b)   Abandonment  and vacation of the  premises  (failure to occupy
and operate the premises for 10 consecutive  days shall be deemed an abandonment
and vacation).

            (c)   Failure to perform  any other  provision  of this lease if the
failure to perform  is not cured  within 15 days after  notice has been given to
Tenant.  If the default cannot  reasonably be cured within 15 days, Tenant shall
not be in default of this lease if Tenant  commences to cure the default  within
the 15 day  period  and  diligently  and in good  faith  continues  to cure  the
default.

      16.2  Remedies.  Landlord  shall  have the  following  remedies  if Tenant
commits a default.  These  remedies are not  exclusive;  they are  cumulative in
addition to any remedies now or later allowed by law.

            (a)   Landlord can continue this lease in full force and effect, and
the  lease  will  continue  in  effect as long as  Landlord  does not  terminate
Tenant's right to possession,  and Landlord shall have the right to collect rent
when due.  During  the  period  Tenant is in  default,  Landlord  call enter the
premises  and relet them,  or any part of them,  to third  parties for  Tenant's
account.  Tenant shall be liable  immediately to Landlord for all costs Landlord
incurs in  reletting  the  premises,  including,  without  limitation,  brokers'
commissions,  expenses of remodeling the premises required by the reletting, and
like costs.  Reletting can be for a period  shorter or longer than the remaining
term of this lease.  Tenant  shall pay to Landlord the rent due under this lease
on the  dates  the  rent is due,  less  the  rent  Landlord  receives  from  any
reletting.  No act by Landlord  allowed by this paragraph  shall  terminate this
lease unless  Landlord  notifies  Tenant that Landlord  elects to terminate this
lease.  After  Tenant's  default and for as long as Landlord  does not terminate
Tenant's  right to  possession  of the premises,  if Tenant  obtains  Landlord's
consent  Tenant  shall have the right to assign or sublet its  interest  in this
lease, but Tenant shall not be released from liability.  Landlord's consent to a
proposed assignment or subletting shall not be unreasonably withheld.


<PAGE>

      If Landlord  elects to relet the  premises as provided in this  paragraph,
rent that Landlord receives from reletting shall be applied to the payment of:

      First, any  indebtedness  from Tenant to Landlord other than rent due from
Tenant;

      Second,  all costs,  including  for  maintenance,  incurred by Landlord in
reletting;

      Third, rent due and unpaid under this lease.  After deducting the payments
referred to in this paragraph,  an sum remaining from the rent Landlord receives
from  reletting  shall be held by Landlord and applied in payment of future rent
as rent  becomes due under this lease.  In no event shall  Tenant be entitled to
any excess  rent  received by  Landlord.  If, on the date rent is due under this
lease,  the rent  received  from the reletting is less than the rent due on that
date,  Tenant shall pay  Landlord,  in addition to the  remaining  rent due, all
costs,  including for  maintenance,  Landlord  incurred in reletting that remain
after  applying  the  rent  received  from  the  reletting  as  provide  in this
paragraph.

            (b)   Landlord can  terminate  Tenant's  right to  possession of the
premises  at any time.  No act by Landlord  other than  giving  notice to Tenant
shall terminate this lease. Acts of maintenance,  efforts to relet the premises,
or the appointment of a receiver on Landlord's  initiative to protect Landlord's
interest  under this lease shall not  constitute a termination of Tenant's right
to possession. On termination, Landlord has the right to recover from Tenant all
damages  incurred by Landlord by reason of Tenant's  default,  including (i) the
worth,  at the time of the award, of the unpaid rent that had been earned at the
time of termination of the lease;  (ii) the worth,  at the time of the award, of
the amount by which the unpaid rent that would have been  earned  after the date
of  termination  of this lease until the time of award exceeds the amount of the
loss of rent that Tenant proves could have been  reasonably  avoided;  (iii) the
worth,  at the time of the award, of the amount by which the unpaid rent for the
balance  of the term after the time of award  exceeds  the amount of the loss of
rent that Tenant proves could have been reasonably  avoided;  and (iv) any other
amount,  and court costs,  necessary to  compensate  Landlord for all  detriment
proximately  caused by Tenant's default.  "The worth, at the time of the award,"
as usual in subparts (i) and (ii) above, is to be computed by allowing  interest
at the maximum rate an individual is permitted by law to charge.  "The worth, at
the time of the  award," as used in subpart  (iii)  above,  is to be computed by
discounting  the amount at the discount rate of the Federal  Reserve Bank of San
Francisco at the time of the award, plus 1%.


<PAGE>

            (c)   If Tenant is in default of this lease  Landlord shall have the
right  to have a  receiver  appointed  to  collect  rent  and  conduct  Tenant's
business. Neither the filing of a petition for the appointment of a receiver nor
the  appointment  itself shall  constitute an election by Land lord to terminate
this lease.

            (d)   Landlord, at any time after Tenant commits a default, can cure
the default at  Tenant's  cost.  If Landlord at any time,  by reason of Tenant's
default,  pays any sum or does any act that requires the payment of any sum, the
sum paid by  Landlord  shall be due  immediately  from Tenant to Landlord at the
time the sum is paid,  and if paid at a later date shall  bear  interest  at the
maximum rate an  individual  is permitted by law to charge from the date the sum
is paid by Landlord  until Landlord is reimbursed by Tenant.  The sum,  together
with interest on it, shall be additional rent.

      16.3  Interest on Unpaid Rent.  Rent not paid when due shall bear interest
from the date due until  paid at the rate of 10% per annum;  provided,  however,
that interest shall not be payable on late charges incurred by Tenant nor on any
amounts upon which late charges are paid by Tenant.

      16.4  Late  Charge.  Tenant  acknowledges  that late  payment by Tenant to
Landlord  of rent will cause  Landlord to incur  costs not  contemplated  by the
lease,   the  exact  amount  of  such  costs  being   extremely   difficult  and
impracticable  to fix. Such costs include,  without  limitation,  processing and
accounting charges. Therefore, if any installment of rent due from Tenant is not
received by Landlord  within ten (10) days after it is due,  Tenant shall pay to
Landlord an  additional  sum of ten percent  (10%) of the overdue rent as a late
charge. The parties agree that this late charge represents a fair and reasonable
estimate  of the costs that  Landlord  will  incur by reason of late  payment by
Tenant.

      16.5  Returned Checks. If any check of Tenant is returned for insufficient
funds,  Tenant shall pay  Landlord a $50.00  processing  charge,  in addition to
payment of the amount due plus applicable  interest and late charges;  provided,
however,  this  provision is not intended to relieve  Tenant from any default in
the making of any  payment at the time and in the manner  herein  specified.  If
more than one check of Tenant is returned for insufficient  funds,  Landlord may
require,  upon service of 30 days' written notice,  that all future rent be paid
by cashiers check, certified check or money order.

17.   SIGNS

      Tenant shall not place or permit to be placed any sign,  marquee or awning
on the front of said premises  without the written consent of Landlord.  Tenant,
upon  request of  Landlord,  shall  immediately  remove any  unapproved  sign or
decoration  which  Tenant has placed or  permitted to be placed in, on, or about
the front of the premises which, in is objectionable or offensive, and if Tenant
fails so to do, Landlord may enter said premises and remove the same.  Tenant is
required to place signage on the  premises.  Landlord has reserved the exclusive
right to the exterior sidewalks, rear wall and roof of said premises, and Tenant
shall not place or permit to be placed upon said  sidewalks,  rear wall or roof,
any sign, advertisement or notice without the written consent of Landlord.


<PAGE>

      In order to keep a continuity of appearance of the buildings, signage will
be limited to a size and type  specified by the Landlord.  The approved types of
signs  consist of  raised-cutout  plastic  covered  foam letters on building and
laminate  letter  inserts on pole sighs.  Within 90 days of lease  commencement,
Tenant shall have  presented  sign sketch and layout for Landlord  approval,  as
well as coordinated the placement and full  completion of the approved  signage.
All signage  requires prior written  approval of the copy. Size and color by the
Landlord.  Tenant is  responsible  for the removal of signage upon  vacating the
premises.

18.   LANDLORD'S ACCESS TO PREMISES

      Landlord and its authorized  representatives shall have the right to enter
the premises at all reasonable times for any of the following purposes:

      a.    To determine  whether the premises are in good condition and whether
Tenant is complying with its obligations under this lease;

      b.    To do any necessary  maintenance  and to make any restoration to the
premises that Landlord has the right or obligation to perform;

      c.    To serve,  post, or keep posted any notice required or allowed under
the provisions of this lease;

      d.    To post "for  sale"  signs at any time  during  the term and to post
"for rent" or "for lease" signs during the last 120 days of the term,  or during
any period while Tenant is in default; and

      e.    To show the premises to prospective purchasers, lenders, brokers, or
Tenants, at any time during the term.

19.   SUBORDINATION

      This lease is and shall be subordinate to ally  encumbrance  now of record
or  recorded  after  the  date  of  this  lease  affecting  the  premises.  Such
subordination is effective without any further act of Tenant.  Tenant shall from
time to time on request  from  Landlord  execute and deliver  any  documents  or
instruments that may be required by a lender to effectuate any subordination. If
Tenant fails to execute and deliver any such  documents or  instruments,  Tenant
irrevocably    constitutes   and   appoints   Landlord   as   Tenant's   special
attorney-in-fact to execute and deliver any such documents or instruments.

20.   ESTOPPEL CERTIFICATE

      Tenant,  within 10 days after  notice  from  Landlord,  shall  execute and
deliver to Landlord a certificate  stating that this lease is unmodified  and in
full force and effect, or in full force and effect as modified,  and stating the
modifications.  The  certificate  also shall state the amount of minimum monthly
rent, the dates to which the rent has been aid in advance, and the amount of any
security  deposit or repaid rent.  Tenant's  Failure to deliver  such  statement
within  such time shall be  conclusive  upon  Tenant  that this lease is in full
force  and  effect  and has not been  modified  except as ma be  represented  by
Landlord, that not more than one month's rent or other charges have been paid in
advance, and that Landlord is not in default under this lease.


<PAGE>

21.   NOTICES

      All notices to be given to Tenant shall be given in writing  personally or
by depositing the same in the United States mail, postage prepaid, and addressed
to Tenant at the premises, whether or not Tenant has departed from, abandoned or
vacated the  premises.  All  notices to be given to  Landlord  shall be given in
writing  personally or by depositing the same in the United States mail, postage
prepaid,  and addressed to the Landlord at the place  designated by Landlord for
the payment of rent, or at such other place or places as may be designated  from
time to time by Landlord.

22.   WAIVER

      No waiver by Landlord of any provision  hereof shall be deemed a waiver of
any other provision hereof or of any subsequent  breach by Tenant of the same or
any other provision. Landlord's consent to, or approval of, any act shall not be
deemed to render  unnecessary the obtaining of Landlord's consent to or approval
of any  subsequent  act by Tenant.  The acceptance of rent hereunder by Landlord
shall not be a waiver of any preceding breach by Tenant of any provision hereof,
other  that the  failure  of  Tenant  to pay the  particular  rent so  accepted,
regardless  of  Landlord's  knowledge  of such  preceding  breach at the time of
acceptance of rent, and such acceptance does not relieve Tenant's  liability for
any late charge due on such rent payment accepted by Landlord.

23.   ATTORNEYS' FEES

      If either party commences an action against the other party as to rent due
under the lease or for to enforce the other terms of the lease,  the  prevailing
party shall be entitled to have and  recover  from the losing  party  reasonable
attorneys' fees and costs of suit.

24.   HOLDING OVER

      If Tenant, with Landlord's consent,  remains in possession of the premises
or any art thereof after the expiration of the term hereof, such occupancy shall
be a  tenancy  from  month to month  upon all of the  provisions  of this  lease
pertaining  to the  obligations  of Tenant,  but all options and rights of first
refusal,  if any,  granted  under  the  terms  of this  lease  shall  be  deemed
terminated and be of no further effect during said month to month tenancy.

25.   MISCELLANEOUS PROVISIONS

      25.1  Time of Essence.  Time is of the essence of each  provision  of this
lease.


<PAGE>

      25.2  Consent of Parties.  Whenever consent or approval of either party is
required, that party shall not unreasonably withhold such consent or approval.

      25.3  Provisions Are Covenants and  Conditions.  All  provisions,  whether
covenants  or  conditions,  on the part of  Tenant  shall be  deemed  to be both
covenants and conditions.

      25.4  Successors.  This lease shall be binding on and inure to the benefit
of the parties and their  successors,  except as provided in paragraphs 15.1 and
15.2.

      25.5  Additional  Rent.  Any  monetary  obligations  of Tenant to Landlord
under the terms of this lease shall be deemed to be rent.

      25.6  Rent Payable in U.S.  Money.  Rent payable  under this lease must be
paid in lawful money of the United States.

      25.7  Severability. The unenforceability, invalidity, or illegality of any
provision  shall not  render the other  provisions  unenforceable,  invalid,  or
illegal.

      25.8  Captions.  The  captions  of this lease  shall have no effect on its
interpretation.

      25.9  Joint and  Several  Obligations.  "Party"  shall  mean  Landlord  or
Tenant;  and if more  than one  person  or entity is  Landlord  or  Tenant,  the
obligations imposed on that party shall be joint and several.

      25.10 Authority. If Tenant is a corporation,  trust, or general or limited
partnership,  each  individual  executing  this  lease on behalf of such  entity
represents and warrants that he or she is duly authorized to execute and deliver
this  lease on behalf of such  entity.  If  Tenant  is a  corporation,  trust or
partnership,  at the request of Landlord,  Tenant shall, within thirty (30) days
after  execution of this lease,  deliver to Landlord  evidence of such authority
satisfactory to Landlord.

      25.11 Integrated  Agreement;  Modification.This  Lease  contains  all  the
agreements of the parties and cannot be amended or modified  except by a written
agreement.

      25.12 Execution of Lease. The delivery of this lease by Landlord to Tenant
shall not be deemed to be an offer or  reservation  of the  premises for Tenant.
Delivery of the lease, full executed by Tenant, to Landlord constitutes an offer
to lease the  premises,  and this base shall only become  effective  and binding
upon Landlord's execution hereof and delivery of a signed copy to Tenant.

                           R.S.  HOYT,  JR. FAMILY TRUST dated June 23, 1980

                           By /S/ R.S. Hoyt, JR.,
                              --------------------------------------
                              R.S. Hoyt Jr., Trustee

                                                   LANDLORD



                           By /S/ William Joseph Gledhill
                              --------------------------------------
                              WILLIAM JOSEPH GLEDHILL, an Individual

                           By /S/ David Michael Lyons
                              --------------------------------------
                              DAVID MICHAEL LYONS, an Individual

                                                   TENANT

<PAGE>


                                   EXHIBIT "A"












                    2301 E. Via Burton St., Anaheim, CA 92806


3.3   Landlord Improvements. Landlord, at Landlord's sole cost and expense shall
refurbish the following:

      a)    Repair or replace ground level door at rear of facility.
      b)    Make in good operating condition existing "roll gate" at Truckwell;

3.4   Tenant Improvements. Landlord shall permit Tenant at Tenant's sole expense
to:

      d)    Modify or remove  any  portion  or all of  offices  as per  attached
            Exhibit  with no  liability  of  returning  to same  condition  upon
            vacating premises;
      e)    With   Landlord's   review  and   overnight  or   construction   and
            engineering,  Tenant  shall be permitted to construct a "man door or
            double man door and opening" at the location per attached Exhibit;


                             R.S.  HOYT,  JR.  FAMILY  TRUST dated June 23, 1980

                             By /S/ R.S. Hoyt, JR.,
                                ----------------------------------------------
                             R.S. Hoyt Jr., Trustee
                                                       LANDLORD



                             By /S/ William Joseph Gledhill
                                ----------------------------------------------
                                    WILLIAM JOSEPH GLEDHILL, an Individual

                             By /S/ David Michael Lyons
                                ----------------------------------------------
                                    DAVID MICHAEL LYONS, an Individual

                                                       TENANT