EXHIBIT 99.6

LEASE AGREEMENT

by and between

AUTOSAFE AIRBAG 12 (CA) LP,  a Delaware limited partnership

and

AUTOSAFE AIRBAG 14 (CA) LP,  a Delaware limited partnership,  tenants-in-common

as LANDLORD

and

SPECIAL DEVICES, INCORPORATED,  a Delaware corporation,

as TENANT

Premises:  Mesa,
Arizona 
Moorpark, California

Dated as of: June 4, 2001

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TABLE OF CONTENTS

|                                                                        |  | Page
|----------------------------------------------------------------------- |  | ----
|Parties                                                                 |  | 1   
|1.  Demise of Premises                                                  |  | 1   
|2.  Certain Definitions                                                 |  | 1   
|3.  Title and Condition                                                 |  | 6   
|4.  Use of Leased Premises; Quiet Enjoyment                             |  | 8   
|5.  Term                                                                |  | 8   
|6.  Basic Rent                                                          |  | 8   
|7.  Additional Rent                                                     |  | 9   
|8.  Net Lease; Non-Terminability                                        |  | 10  
|9.  Payment of Impositions                                              |  | 10  
|10. Compliance with Laws and Easement Agreements; Environmental Matters |  | 11  
|11. Liens; Recording                                                    |  | 12  
|12. Maintenance and Repair                                              |  | 13  
|13. Alterations and Improvements                                        |  | 13  
|14. Permitted Contests                                                  |  | 14  
|15. Indemnification                                                     |  | 15  
|16. Insurance                                                           |  | 16  
|17. Casualty and Condemnation                                           |  | 18  
|18. Termination Events                                                  |  | 19  
|19. Restoration                                                         |  | 21  
|20. Procedures Upon Purchase                                            |  | 22  
|21. Assignment and Subletting; Prohibition against Leasehold Financing  |  | 23  
|22. Events of Default                                                   |  | 24  
|23. Remedies and Damages Upon Default                                   |  | 26  
|24. Notices                                                             |  | 28  
|25. Estoppel Certificate                                                |  | 29  
|26. Surrender                                                           |  | 29  
|27. No Merger of Title                                                  |  | 29  
|28. Books and Records                                                   |  | 30  
|29. Determination of Value                                              |  | 30  
|30. Non-Recourse as to Landlord                                         |  | 32  
|31. Financing                                                           |  | 32  
|32. Subordination, Non-Disturbance and Attornment                       |  | 33  
|33. Financial Covenants                                                 |  | 34  
|34. Tax Treatment; Reporting                                            |  | 34  
|35. Right of First Offer                                                |  | 34  
|36. Security Deposit                                                    |  | 36  
|37. Third Party Agreements                                              |  | 37  
|38. Rights under Declaration of Covenants                               |  | 37  
|39. Post-Closing Obligations                                            |  | 38  
|40. Miscellaneous                                                       |  | 39  

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EXHIBITS

| | Exhibit "A"   |  | Premises                                    
| | ------------- |  | ---------------------------------------------
| | Exhibit "A-1" |  | Condemnation Premises                       
| | Exhibit "B"   |  | Fixtures and Equipment                      
| | Exhibit "C"   |  | Schedule of Permitted Encumbrances          
| | Exhibit "D"   |  | Rent Schedule                               
| | Exhibit "E"   |  | Acquisition Costs                           
| | Exhibit "F"   |  | Percentage Allocation of Basic Rent         
| | Exhibit "G"   |  | Financial Covenants                         
| | Exhibit "H"   |  | Termination Schedule                        
| | Exhibit "I-A" |  | Post-Closing ObligationsArizona Premises   
| | Exhibit "I-B" |  | Post-Closing ObligationsCalifornia Premises

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LEASE
AGREEMENT, made as of the 4th day of June, 2001, between AUTOSAFE AIRBAG 12 (CA) LP, a Delaware limited partnership and AUTOSAFE AIRBAG 14 (CA) LP, a Delaware limited
partnership, tenants-in-common (collectively, "Landlord"), both with an address c/o W.P. Carey & Co. LLC, 50 Rockefeller
Plaza, 2nd Floor, New York, New York 10020, and SPECIAL DEVICES, INCORPORATED, a Delaware corporation ("Tenant"), with an address at 14370 White Sage
Road, Moorpark, California 93021.

In
consideration of the rents and provisions herein stipulated to be paid and performed, Landlord and Tenant hereby covenant and agree as follows:

1.Demise of Premises.Landlord hereby demises and lets to Tenant, and Tenant hereby takes and leases
from Landlord, for the term and upon the provisions hereinafter specified, the following described property (hereinafter referred to collectively as the "Leased
Premises" and individually as the "Arizona Premises" and the "California Premises" each of which premises is more particularly described in the applicable description in Exhibit "A"attached hereto and made a part hereof and shall include the portions of items (a), (b) and (c) of this Paragraph 1
located thereon or therein and appertaining thereto): (a) the premises described inExhibit "A"hereto relating to the Arizona Premises
("Arizona Land") and the premises described inExhibit "A-1"relating to the California
Premises (the "California Land"), together with the Appurtenances (collectively, the "Land");
(b) the buildings, structures and other improvements now or hereafter constructed on the Land (collectively, the "Improvements"); and
(c) the fixtures, machinery, equipment and other property all as described inExhibit "B"hereto (collectively, the
"Equipment").

2.Certain Definitions.

"Acquisition
Cost" of each of the Related Premises shall mean the amount set forth opposite such premises on Exhibit "E" hereto.

"Additional
Rent" shall mean Additional Rent as defined in Paragraph 7.

"Adjoining
Property" shall mean all sidewalks, driveways, curbs, gores and vault spaces adjoining each of the Related Premises which Landlord has an obligation to maintain, repair or
replace either by Law or by contract.

"Affected
Premises" shall mean the Affected Premises as defined in Paragraph 18.

"Alterations"
shall mean all changes, additions, improvements or repairs to, all alterations, reconstructions, renewals, replacements or removals of and all substitutions or
replacements for any of the Improvements or Equipment, both interior and exterior, structural and non-structural, and ordinary and extraordinary.

"Appurtenances"
shall mean all tenements, hereditaments, easements, rights-of-way, rights, privileges in and to the Land, including (a) easements over
other lands granted by any Easement Agreement and (b) any streets, ways, alleys, vaults, gores or strips of land adjoining the Land.

"Assignment"
shall mean any assignment of rents and leases from Landlord to a Lender which (a) encumbers any of the Leased Premises and (b) secures Landlord's obligation
to repay a Loan, as the same may be amended, supplemented or modified from time to time.

"Basic
Rent" shall mean Basic Rent as defined in Paragraph 6.

"Basic
Rent Payment Dates" shall mean the Basic Rent Payment Dates as defined in Paragraph 6.

"Caltrans
Agreement" shall mean the Caltrans Agreement as defined in Paragraph 37.

"Casualty"
shall mean any damage to or destruction of the Improvements or which affects the Leased Premises or Adjoining Property or arises from or any loss of or is related to the
Leased Premises or arises from the Adjoining Property from whatever cause.

"Commencement
Date" shall mean Commencement Date as defined in Paragraph 5.

"Condemnation"
shall mean a Taking and/or a Requisition.

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"Condemnation Notice" shall mean notice or actual knowledge (as opposed to constructive knowledge) of the institution of any proceeding for Condemnation.

"Costs"
of a Person or associated with a specified transaction shall mean all reasonable costs and expenses incurred by such Person or associated with such transaction, including
without limitation, reasonable attorneys' fees and expenses, court costs, brokerage fees, escrow fees, title insurance premiums, mortgage commitment fees, mortgage points, recording fees and transfer
taxes, as the circumstances require.

"Covenants"
shall mean the covenants and agreements described onExhibit "G"hereto.

"Covenant
Certification" shall mean Covenant Certification as defined in Paragraph 28(c).

"Covenant
Security Deposit" shall mean Covenant Security Deposit as defined in Paragraph 3(b) ofExhibit "G".

"CPI"
shall mean CPI as defined inExhibit "D"hereto.

"Declaration
of Covenants" shall mean the Declaration of Covenants and Restrictions for Special Devices Business Park recorded in the Official Records of the County of Ventura,
California as document No. 99-158203.

"Default
Rate" shall mean the Default Rate as defined in Paragraph 7(a)(iv).

"Development
Agreement" shall mean the Development Agreement by and between the City of Moorpark and Tenant dated August 28, 1996 and recorded in the Official Records of the
County of Ventura, California as document No. 96-124171.

"Easement
Agreement" shall mean any conditions, covenants, restrictions, easements, declarations, licenses and other agreements constituting a Permitted Encumbrance or as may
hereafter arise which shall affect the value, use or occupancy of either Related Premises.

"Environmental
Law" shall mean (i) whenever enacted or promulgated, any applicable federal, state, foreign and local law, statute, ordinance, rule, regulation, license, permit,
authorization, approval, consent, court order, judgment, decree, injunction, code, requirement or agreement with any governmental entity, (x) relating to pollution (or the cleanup thereof), or
the protection of air, water vapor, surface water, groundwater, drinking water supply, land (including land surface or subsurface), plant, aquatic and animal life from injury caused by a Hazardous
Substance or (y) concerning exposure to, or the use, containment, storage, recycling, reclamation, reuse, treatment, generation, discharge, transportation, processing, handling, labeling,
production, disposal or remediation of any Hazardous Substance or Hazardous Condition, in each case as amended and as now or hereafter in effect, and (ii) any common law or equitable doctrine
(including, without limitation, injunctive relief and tort doctrines such as negligence, nuisance, trespass and strict liability) that may impose liability or obligations or injuries or damages due to
or threatened as a result of the presence of, exposure to, or ingestion of, any Hazardous Substance. The term Environmental Law includes, without limitation, the federal Comprehensive Environmental
Response Compensation and Liability Act of 1980, the Superfund Amendments and Reauthorization Act, the federal Water Pollution Control Act, the federal Clean Air Act, the federal Clean Water Act, the
federal Resources Conservation and Recovery Act of 1976 (including the Hazardous and Solid Waste Amendments to RCRA), the federal Solid Waste Disposal Act, the federal Toxic Substance Control Act, the
federal Insecticide, Fungicide and Rodenticide Act, the federal Occupational Safety and Health Act of 1970, the federal National Environmental Policy Act and the federal Hazardous Materials
Transportation Act, each as amended and as now or hereafter in effect and any similar state or local Law.

"Environmental
Violation" shall mean (a) any direct or indirect discharge, disposal, spillage, emission, escape, pumping, pouring, injection, leaching, release, seepage,
filtration or transporting of

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any Hazardous Substance at, upon, under, onto or within the Leased Premises, or from the Leased Premises to the environment, in violation of any Environmental Law or in excess of any reportable
quantity established under any Environmental Law or which could result in any liability to Landlord, Tenant or Lender, any Federal, state or local government or any other Person for the costs of any
removal or remedial action or natural resources damage or for bodily injury or property damage, (b) any deposit, storage, dumping, placement or use of any Hazardous Substance at, upon, under,
within or from the Leased Premises in violation of any Environmental Law which could result in any liability to any Federal, state or local government or to any other Person for the costs of any
removal or remedial action or natural resources damage or for bodily injury or property damage, (c) the abandonment or discarding of any barrels, containers or other receptacles containing any
Hazardous Substances at, upon, under, within or from the Leased Premises in violation of any Environmental Laws, (d) any activity, occurrence or condition which could result in any liability,
cost or expense to Landlord or Lender or any other owner or occupier of the Leased Premises, or which could result in a creation of a lien on either Related Premises under any Environmental Law or
(e) any violation of or noncompliance with any Environmental Law affecting or relating to the Leased Premises.

"Equipment"
shall mean the Equipment as defined in Paragraph 1.

"Event
of Default" shall mean an Event of Default as defined in Paragraph 22(a).

"Fair
Market Rental Value" shall mean the fair market rental value of the Leased Premises for the relevant Renewal Term determined in accordance with the procedure specified in
Paragraph 29 of this Lease.

"Fair
Market Value" of either the Leased Premises or either Related Premises, as the case may be, and the context may require, shall mean the higher of (a) the fair market
value of the Leased Premises or either Related Premises, as the case may be, as of the Relevant Date as if unaffected and unencumbered by this Lease or (b) the fair market value of the Leased
Premises or Related Premises, as the case may be, as of the Relevant Date as affected and encumbered by this Lease. For all purposes of this Lease, Fair Market Value shall be determined in accordance
with the procedure specified in Paragraph 29.

"Fair
Market Value Date" shall mean the date when the Fair Market Value or the Fair Market Rental Value is determined in accordance with Paragraph 29.

"Federal
Funds" shall mean federal or other immediately available funds which at the time of payment are legal tender for the payment of public and private debts in the United States
of America.

"Hazardous
Condition" means any condition which would support any claim or liability under any Environmental Law, including the presence of underground storage tanks.

"Hazardous
Substance" means (i) any substance, material, product, petroleum, petroleum product, derivative, compound or mixture, mineral (including asbestos), chemical, gas,
medical waste, or other pollutant, in each case whether naturally occurring, man-made or the by-product of any process, that is toxic, harmful or hazardous or acutely hazardous
to the environment or public health or safety or (ii) any substance supporting a claim under any Environmental Law, whether or not defined as hazardous as such under any Environmental Law.
Hazardous Substances include, without limitation, any toxic or hazardous waste, pollutant, contaminant, industrial waste, petroleum or petroleum-derived substances or waste, radon, radioactive
materials, asbestos, asbestos containing materials, urea formaldehyde foam insulation, lead, and polychlorinated biphenyls.

"Impositions"
shall mean the Impositions as defined in Paragraph 9(a).

"Improvements"
shall mean the Improvements as defined in Paragraph 1.

"Indemnitee"
shall mean an Indemnitee as defined in Paragraph 15.

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"Insurance Requirements" shall mean the requirements of all insurance policies maintained in accordance with this Lease.

"Investment
Grade Assignee" shall mean Investment Grade Assignee as defined in Paragraph 21(a).

"Land"
shall mean the Land as defined in Paragraph 1.

"Law"
shall mean any constitution, statute, rule of law, code, ordinance, order, judgment, decree, injunction, rule, regulation, policy, requirement or administrative or judicial
determination, even if unforeseen or extraordinary, of every duly constituted governmental authority, court or agency, now or hereafter enacted or in effect.

"Lease"
shall mean this Lease Agreement.

"Lease
Year" shall mean, with respect to the first Lease Year, the period commencing on the Commencement Date and ending at midnight on the last day of the twelfth (12th) consecutive
calendar month following the month in which the Commencement Date occurred, and each succeeding twelve (12) month period during the Term.

"Leased
Premises" shall mean the Leased Premises as defined in Paragraph 1.

"Legal
Requirements" shall mean the requirements of all present and future Laws (including but not limited to Environmental Laws and Laws related to accessibility to, usability by,
and discrimination against, disabled individuals) and all covenants, restrictions and conditions now or hereafter of record which may be applicable to Tenant or to any of the Leased Premises or
Related Premises, or to the use, manner of use, occupancy, possession, operation, maintenance, alteration, repair or restoration of any of the Leased Premises or Related Premises, even if compliance
therewith necessitates structural changes or improvements or results in interference with the use or enjoyment of any of the Leased Premises or Related Premises or requires Tenant to carry insurance
other than as required by this Lease.

"Lender"
shall mean any person or entity (and their respective successors and assigns) which may make a Loan to Landlord or is the holder of any Note.

"Loan"
shall mean any loan made by one or more Lenders to Landlord, which loan is secured by a Mortgage and an Assignment and evidenced by a Note.

"Monetary
Obligations" shall mean Rent and all other sums payable by Tenant under this Lease to Landlord, to any third party on behalf of Landlord or to any Indemnitee.

"Moody's"
shall mean Moody's Investors Services, Inc.

"Mortgage"
shall mean any mortgage or deed of trust from Landlord to a Lender which (a) encumbers the Leased Premises (or either of the Arizona Premises or the California
Premises) and (b) secures Landlord's obligation to repay a Loan, as the same may be amended, supplemented or modified.

"Net
Award" shall mean (a) the entire award payable to Landlord or Lender by reason of a Condemnation whether pursuant to a judgment or by agreement or otherwise, or
(b) the entire proceeds of any insurance required under clauses (i), (ii) (to the extent payable to Landlord or Lender), (iv), (v) (to the extent payable to Landlord or Lender),
(vi) or (vii) (to the extent payable to Landlord or Lender) of Paragraph 16(a), as the case may be, less any expenses incurred by Landlord and Lender in collecting such award or
proceeds.

"Note"
shall mean any promissory note evidencing Landlord's obligation to repay a Loan, as the same may be amended, supplemented or modified.

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"Partial Casualty" shall mean any Casualty which does not constitute a Termination Event.

"Partial
Condemnation" shall mean any Condemnation which does not constitute a Termination Event.

"Permitted
Encumbrances" shall mean those covenants, restrictions, reservations, liens, conditions and easements and other encumbrances, other than any Mortgage or Assignment (or
other lien, claims or encumbrance resulting from acts or omissions of the Landlord), all as listed onExhibit "C"hereto (but such listing shall not be
deemed to revive any such encumbrances that have expired or terminated or are otherwise invalid or unenforceable) and the Caltrans Agreement.

"Person"
shall mean an individual, partnership, association, corporation or other entity.

"Prepayment
Premium" shall mean any payment required to be made by Landlord to a Lender, under a Note or any other document evidencing or securing a Loan (other than payments of
principal and/or interest required to be made under a Note or a Mortgage) by reason of any prepayment by Landlord of any principal due under a Note or Mortgage, and which may without limitation take
the form of a (i) "make whole" or yield maintenance clause requiring a prepayment premium or (ii) a defeasance payment (such defeasance payment to be an amount equal to the positive
difference between (a) the total amount required to be paid or advanced in order to defease a Loan and (b) the outstanding principal balance of the Loan plus any accrued and unpaid
interest and fees thereon as of the date of such defeasance.

"Present
Value" of any amount shall mean such amount discounted at the discount rate of the Federal Reserve Bank of San Francisco at the time such value is calculated, plus one
percent (1%).

"Prime
Rate" shall mean the interest rate per annum as published, from time to time, inThe Wall Street Journalas the "Prime Rate" in
its column entitled "Money Rate". The Prime Rate may not be the lowest rate of interest charged by any "large U.S. money center commercial banks" and Landlord makes no representations or warranties to
that effect. In the eventThe Wall Street Journalceases publication or ceases to publish the "Prime Rate" as described above, the Prime Rate shall be
the average per annum discount rate (the "Discount Rate") on ninety-one (91) day bills ("Treasury
Bills") issued from time to time by the United States Treasury at its most recent auction, plus three hundred (300) basis points. If no such 91-day Treasury
Bills are then being issued, the Discount Rate shall be the discount rate on Treasury Bills then being issued for the period of time closest to ninety-one (91) days.

"Red
Mountain Freeway Transaction" means the Condemnation by the Arizona Department of Transportation of a portion of the Land component of the Arizona Premises which is adjoining or
contiguous to the Red Mountain Freeway and more particular described inExhibit "A-1"attached hereto and made a part hereof.

"Related
Premises" shall mean either of the Arizona Premises and the California Premises.

"Relevant
Amount" shall mean the Termination Amount, or the Default Termination Amount, as the case may be.

"Relevant
Date" shall mean (a) the date immediately prior to the date on which the applicable Condemnation Notice is received, in the event of a Termination Notice under
Paragraph 18 which is occasioned by a Taking, (b) the date immediately prior to the date on which the applicable Casualty occurs, in the event of a Termination Notice under
Paragraph 18 which is occasioned by a Casualty, or (c) the date when Fair Market Value is redetermined, in the event of a redetermination of Fair Market Value pursuant to
Paragraph 20(c).

"Remaining
Premises" shall mean the Related Premises which are not Affected Premises under Paragraph 18.

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"Renewal Term" shall mean Renewal Term as defined in Paragraph 5.

"Rent"
shall mean, collectively, Basic Rent and Additional Rent.

"Requisition"
shall mean any temporary requisition or confiscation of the use or occupancy of any Related Premises by any governmental authority, civil or military, whether pursuant
to an agreement with such governmental authority in settlement of or under threat of any such requisition or confiscation, or otherwise.

"S&P"
shall mean Standard & Poor's Corporation.

"Security
Deposit" shall mean Security Deposit as defined in Paragraph 36.

"Site
Assessment" shall mean a Site Assessment as defined in Paragraph 10(c).

"State"
shall mean the state in which the applicable Related Premises are located.

"Surviving
Obligations" shall mean any obligations of Tenant under this Lease, actual or contingent, which arise on or prior to the expiration or prior termination of this Lease or
which survive such expiration or termination by their own terms.

"Taking"
shall mean (a) any taking or damaging of all or a portion of any Related Premises (i) in or by condemnation or other eminent domain proceedings pursuant to any
Law, general or special, or (ii) by reason of any agreement with any condemnor in settlement of or under threat of any such condemnation or other eminent domain proceeding, or (iii) by
any other means, or (b) any de facto condemnation. The Taking shall be considered to have taken place as of the later of the date actual physical possession is taken by the condemnor, or the
date on which the right to compensation and damages accrues under the law applicable to the Related Premises.

"Term"
shall mean the Term as defined in Paragraph 5.

"Termination
Amount" shall mean the sum of the applicable amount set forth onExhibit "H"plus any Prepayment Premium which Landlord
will be required to pay in prepaying any Loan with proceeds of the Termination Amount.

"Termination
Date" shall mean the Termination Date as defined in Paragraph 18.

"Termination
Event" shall mean a Termination Event as defined in Paragraph 18.

"Termination
Notice" shall mean Termination Notice as defined in Paragraph 18(a).

"Third
Party Purchaser" shall mean the Third Party Purchaser as defined in Paragraph 21(f).

3.Title and Condition.



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4.Use of Leased Premises; Quiet Enjoyment.



5.Term.



6.Basic Rent.Tenant shall pay to Landlord, as annual rent for the Leased Premises during the Term,
the amounts determined in accordance with Exhibit "D" hereto ("Basic Rent"), commencing on the twenty-fifth (25th) day of July, 2001, and
continuing on the twenty-fifth (25th) of each October, January, April and July thereafter during the Term (each such day being a "Basic Rent Payment
Date"). Each such rental payment shall be made, at Landlord's sole discretion, to Landlord at its address set forth above and/or to such one other Person, at such address and
in such proportions as Landlord may direct by fifteen (15) days' prior written notice to Tenant (in which event Tenant shall give Landlord notice of each such payment concurrent with the making
thereof). All such payments shall be made by a check posted at least five (5) business days before the applicable Basic Rent Payment Date if mailed or by wire transfer in Federal Funds no later
than the applicable Basic Rent Payment Date. Pro rata Basic Rent for the period from the date hereof through the twenty-fourth day of July, 2001 shall be paid on the date hereof, and pro rata Basic
Rent for the period from the 25th day of the last month of

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the Term through the last day of the last month of the Term shall be paid with the final quarterly installment of Basic Rent.

7.Additional Rent.



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8.Net Lease; Non-Terminability.



9.Payment of Impositions.



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10.Compliance with Laws and Easement Agreements; Environmental Matters.



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11.Liens; Recording.



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12.Maintenance and Repair.



13.Alterations and Improvements.



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14.Permitted Contests.Notwithstanding any other provision of this Lease, Tenant shall not be required
to (a) pay any Imposition, (b) discharge or remove any lien referred to in Paragraph 11 or 13 or (c) take any action with respect to any encroachment, violation, hindrance,
obstruction or impairment referred to in Paragraph 12(b) (such non-compliance with the terms hereof being hereinafter referred to collectively as "Permitted
Violations"), so long as at the time of such non-compliance no Event of Default exists and so long as Tenant shall contest, in good faith, the existence, amount or
validity thereof, the amount of the damages caused thereby, or the extent of its or Landlord's liability therefor by appropriate proceedings which shall operate during the pendency thereof to prevent
or stay (i) the collection of, or other realization upon, the Permitted Violation so contested, (ii) the sale, forfeiture or loss of any of the
Leased Premises or any Rent to satisfy or to pay any damages caused by any Permitted Violation, (iii) any interference with the use or occupancy of any of the Leased Premises, (iv) any
interference with the payment of any Rent, or (v) the cancellation or increase in the rate of any insurance policy or a statement by the carrier that coverage will be denied. Tenant shall
provide Landlord, at Landlord's request, security which is satisfactory, in Landlord's reasonable judgment, to assure that such Permitted Violation is corrected, including all Costs, interest and
penalties that may be incurred or become due in connection therewith. While any proceedings which comply with the requirements of this Paragraph 14 are pending and the required security is held
by Landlord, Landlord shall not have the right to correct any Permitted Violation thereby being

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contested unless Landlord is required by law to correct such Permitted Violation and Tenant's contest does not prevent or stay such requirement as to Landlord. Each such contest shall be promptly and
diligently prosecuted by Tenant to a final conclusion, except that Tenant, so long as the conditions of this Paragraph 14 are at all times complied with, has the right to attempt to settle or
compromise such contest through negotiations. Tenant shall pay any and all losses, judgments, decrees and Costs in connection with any such contest and shall, promptly after the final determination of
such contest, fully pay and discharge the amounts which shall be levied, assessed, charged or imposed or be determined to be payable therein or in connection therewith, together with all penalties,
fines, interest and Costs thereof or in connection therewith, and perform all acts the performance of which shall be ordered or decreed as a result thereof. No such contest shall subject Landlord to
the risk of any civil or criminal liability.

15.Indemnification.



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16.Insurance.



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17.Casualty and Condemnation.



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18.Termination Events.



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19.Restoration.



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20.Procedures Upon Purchase.



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21.Assignment and Subletting; Prohibition against Leasehold Financing.



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22.Events of Default.



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23.Remedies and Damages Upon Default.



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24.Notices.All notices, demands, requests, consents, approvals, offers, statements and other
instruments or communications required or permitted to be given pursuant to the provisions of this

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Lease shall be in writing and shall be deemed to have been given and received for all purposes when delivered in person or by Federal Express or other reliable 24-hour delivery service or
five (5) business days after being deposited in the United States mail, by registered or certified mail, return receipt requested, postage prepaid, addressed to the other party at its address
stated above or when delivery is refused. A copy of any notice given by Tenant to Landlord shall simultaneously be given by Tenant to Reed Smith LLP, One Liberty Place, Philadelphia, PA 19103,
Attention: Chairman, Real Estate Department. For the purposes of this Paragraph, any party may substitute another address stated above (or substituted by a previous notice) for its address by giving
fifteen (15) days' notice of the new address to the other party, in the manner provided above.

25.Estoppel Certificate.At any time upon not less than ten (10) days' prior written request by
either Landlord or Tenant (the "Requesting Party") to the other party (the "Responding Party"), the
Responding Party shall deliver to the Requesting Party a statement in writing, executed by an authorized officer of the Responding Party, certifying (a) that, except as otherwise specified,
this Lease
is unmodified and in full force and effect, (b) the dates to which Basic Rent, Additional Rent and all other Monetary Obligations have been paid, (c) that, to the knowledge of the signer
of such certificate and except as otherwise specified, no default by either Landlord or Tenant exists hereunder, (d) such other matters as the Requesting Party may reasonably request, and
(e) if Tenant is the Responding Party that, except as otherwise specified, there are no proceedings pending or, to the knowledge of the signer, threatened, against Tenant before or by an court
or administrative agency which, if adversely decided, would materially and adversely affect the financial condition and operations of Tenant. Any such statements by the Responding Party may be relied
upon by the Requesting Party, any Person whom the Requesting Party notifies the Responding Party in its request for the Certificate is an intended recipient or beneficiary of the Certificate, any
Lender or their assignees and by any prospective purchaser or mortgagee of any of the Leased Premises. Any certificate required under this Paragraph 25 and delivered by Tenant shall state that,
in the opinion of each person signing the same, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to the subject matter of such certificate,
and shall briefly state the nature of such examination or investigation.

26.Surrender.Upon the expiration or earlier termination of this Lease, Tenant shall peaceably leave
and surrender the Leased Premises to Landlord in the same condition in which the Leased Premises was at the commencement of this Lease, except as repaired, rebuilt, restored, altered, replaced or
added to as permitted or required by any provision of this Lease, and except for ordinary wear and tear. Upon such surrender, Tenant shall (a) remove from the Leased Premises all property which
is owned by Tenant or third parties other than Landlord and (b) repair any damage caused by such removal. Property not so removed shall become the property of Landlord, and Landlord may
thereafter cause such property to be removed from the Leased Premises. The cost of removing and disposing of such property and repairing any damage to any of the Leased Premises caused by such removal
shall be paid by Tenant to Landlord upon demand. Landlord shall not in any manner or to any extent be obligated to reimburse Tenant for any such property which becomes the property of Landlord
pursuant to this Paragraph 26.

27.No Merger of Title.There shall be no merger of the leasehold estate created by this Lease with the
fee estate in any of the Leased Premises by reason of the fact that the same Person may acquire or hold or own, directly or indirectly, (a) the leasehold estate created hereby or any part
thereof or interest therein and (b) the fee estate in any of the Leased Premises or any part thereof or interest therein, unless and until all Persons having any interest in the interests
described in (a) and (b) above which are sought to be merged shall join in a written instrument effecting such merger and shall duly record the same.

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28.Books and Records.



29.Determination of Value.



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30.Non-Recourse as to Landlord.Anything contained herein to the contrary notwithstanding,
any claim based on or in respect of any liability of Landlord under this Lease shall be enforced only against the Leased Premises and not against any other assets, properties or funds of
(a) Landlord, (b) any director, member, officer, general partner, limited partner, employee or agent of Landlord, or any general partner of Landlord, any of its general partners or
shareholders (or any legal representative, heir, estate, successor or assign of any thereof), (c) any predecessor or successor partnership or corporation (or other entity) of Landlord, or any
of its general partners, either directly or through Landlord or its general partners or any predecessor or successor partnership or corporation or their shareholders, officers, directors, employees or
agents (or other entity), or (d) any other Person (including Carey Property Advisors, Carey Fiduciary Advisors, Inc., W. P. Carey & Co., LLC, Carey Management LLC, and any Person
affiliated with any of the foregoing, or any director, officer, employee or agent of any thereof).

31.Financing.



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32.Subordination, Non-Disturbance and Attornment.



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33.Financial Covenants.Tenant hereby covenants and agrees to comply with all of the Covenants
described inExhibit "G"hereto, provided, however, that, if Tenant shall be an Investment Grade Assignee, Tenant shall not be required to comply with
the Covenants set forth in Sections 2 and 3 ofExhibit "G".

34.Tax Treatment; Reporting.Landlord and Tenant each acknowledge that each shall treat this
transaction as a true lease for state law purposes and shall report this transaction as a Lease for Federal income tax purposes. For Federal income tax purposes each shall report this Lease as a true
lease with Landlord as the owner of the Leased Premises and Equipment and Tenant as the lessee of such Leased Premises and Equipment including: (1) treating Landlord as the owner of the
property eligible to claim depreciation deductions under Section 167 or 168 of the Internal Revenue Code of 1986 (the"Code") with respect to the
Leased Premises and Equipment, (2) Tenant reporting its Rent payments as rent expense under Section 162 of the Code, and (3) Landlord reporting the Rent payments as rental income.

35.Right of First Offer.



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36.Security Deposit.



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37.Third Party Agreements.



38.Rights under Declaration of Covenants.Landlord and Tenant acknowledge that Landlord's fee title to
the California Premises is encumbered by the Declaration of Covenants. The Declaration of Covenants provides for an association (the"Association") to
take certain actions and to fulfill certain obligations as more fully set forth therein. Landlord agrees to deliver (with copies to Tenant) to the Association and to the Approving Agent (as defined in
the Declaration), such proxy statements as are

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necessary to permit Tenant at all times during the Term of this Lease to exercise all Landlord's voting rights in the Association and as Approving Agent and under the Declaration of Covenants. If, for
any reason, such proxies do not effectively permit Tenant to exercise all Landlord's voting rights in the Association or as Approving Agent, then Landlord shall exercise its voting powers in the
Association or as Approving Agent as instructed by Tenant. Landlord shall promptly give notice to Tenant of any matters to be voted on by the Association members or under the Declaration of Covenants.
Notwithstanding the foregoing, if and so long as an Event of Default shall have occurred and shall be continuing, Landlord may rescind proxies issued pursuant to this Paragraph 38 and the
provisions of this Paragraph 38 shall be suspended until such Event of Default shall have been cured.

39.Post-Closing Obligations.



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40.Miscellaneous.



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IN
WITNESS WHEREOF, Landlord and Tenant have caused this Lease to be duly executed under seal as of the day and year first above written.

| |  | LANDLORD:
AUTOSAFE AIRBAG 12 (CA) LP,
a Delaware limited partnership
| |  | --------------------------------------------------------------------
| |  | By:                                                                 
| |  |                                                                     
| |  |                                                                     
| |  |                                                                     
| |  |                                                                     
| |  | AUTOSAFE AIRBAG 14 (CA) LP,
a Delaware limited partnership          
| |  | By:                                                                 
| |  |                                                                     
| |  |                                                                     
| |  |                                                                     
| |  |                                                                     
| |  | TENANT:
SPECIAL DEVICES, INCORPORATED,
a Delaware corporation       
| |  |                                                                     
| |  |                                                                     
| |  |                                                                     
| |  |                                                                     

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