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                                                                   EXHIBIT 10.1


                             SURRENDER OF LEASEHOLD



THIS SURRENDER OF LEASEHOLD AGREEMENT IS MADE AS OF THE 14th day of September, 
1998, BY AND BETWEEN: PACIFIC GULF PROPERTIES, INC., a Maryland corporation as 
Assignor of GOLDEN WEST VISTA ASSOCIATES, a California partnership, hereinafter 
called LESSOR, and VANS, INC., a Delaware corporation, hereinafter called 
LESSEE.

                                    RECITALS

     A.  Lessor and Lessee executed a Lease Agreement on May 27, 1992 (the
         "Lease"). By the terms of the Lease, the following described property
         was leased to Lessee for a term of eleven (11) years and six (6)
         months, commencing on September 1, 1992, and ending on February 29,
         2004. Located at 1205 Park Center Drive, Building #4, Vista,
         California, being a 90,400 sq.ft., 24 foot clear sprinklered industrial
         building.

         Lessee desires to surrender the Lease and all rights to the possession
         of the Leased premises and to release Lessor from its obligations under
         the Lease, and Lessor desires to accept said surrender and to release
         Lessee from his obligations under the lease.

 
Lessor and Lessee therefore agree as follows:

                               TERMS OF SURRENDER

1.  CANCELLATION FEE

In consideration of the mutual promises herein contained, and in consideration 
of Lessee paying Lessor in the sum of $238,574.00, Lessee agrees to surrender 
the Lease and vacate the premises as described hereinabove as of September 30, 
1998, and Lessor agrees to accept such surrender and the premises, and Lessor 
and Lessee agree to cancel and terminate the Lease and discharge and release 
each other from all obligations under the Lease as of said date.

2.  CONDITION OF PREMISES.

Lessee shall deliver the premises to Lessor making the following termination 
improvements thereto on or before September 30, 1998.

     A.  Mill Room. Remove all existing equipment and clean the warehouse floor
         of the rubber residue. The existing ventilation system and the existing
         electrical overhead lines that run into the milling room shall remain.
         All electrical shall be capped off.

     B.  Offices at Front Entrance. Vacuum carpet, lease window coverings and 
         built-in cabinetry.

     C.  Warehouse. Lessee shall remove all equipment from the warehouse areas.
         This includes any and all air lines, steam lines, and electrical
         associated with the equipment. Lessee shall remove all drop electrical
         powerbars, fluorescent hanging and emergency lighting from the ceiling
         in the warehouse area. All the electrical shall be capped at the
         ceiling level. The high bay sodium lights that were lowered for
         assembly shall be retained and returned to ceiling height level. Lessee
         shall provide a full ceiling-height warehouse area to allow Lessee's
         full use of the warehouse clearance. The fencing in the warehouse,
         including the warehouse outlet store, shall be completely removed and
         the bolts either removed or cut flush with the existing concrete. The
         warehouse floor shall be delivered in broom-clean condition.
 
     D.  Repair Roof. Lessee shall repair the roof in the Boiler Room and 
         Vulcanizer Room areas.

     E.  Water Clarifier. Lessee shall pump the Water Clarifier and dispose of 
         the waste.

     F.  Warehouse Outlet Store. The store shall be removed in its entirety 
         from the premises by the Lessee.

Lessee makes no warranties to Lessor or any other party regarding the foregoing 
work, and Lessor agrees to accept such work "AS IS".
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Surrender of Leasehold
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3.  PAYMENT FOR TERMINATION IMPROVEMENTS.

Lessor shall pay Lessee $20,000.00 upon completion of the work of improvement 
described in Section 2 above.

4.  ENVIRONMENTAL REPORT.

Lessee shall provide Lessor a Phase One Environmental Report which specifically 
includes the water clarifier.

5.  EARLY OCCUPANCY BY JOSEPH WEBB FOODS, INC.

Lessee is aware that Lessor intends to relet the premises to Joseph Webb Foods, 
Inc. Lessee hereby consents to early access to the demised premises for Joseph 
Webb Foods, Inc., to begin its tenant improvements and/or moving rack systems 
into the premises. Lessee will be conducting an auction and removing the 
equipment. Lessee shall cooperate with Joseph Webb Foods, Inc. in phasing out 
Lessee's operations and allowing the new tenant access as soon as practicable.

6.  CONDITIONS PRECEDENT TO SURRENDER.

This Surrender of Leasehold Agreement is conditioned on the simultaneous 
negotiations with Joseph Webb Foods, Inc./Reyes Holdings for a new Lease 
Agreement.

7.  DAMAGES.

In addition to any and all damages set forth in the Lessee dated May 27, 1992, 
Lessee acknowledges that a substantial inducement and consideration for Lessor 
entering into this agreement is Lessee's promise to vacate the demised premises 
on or before September 30, 1998. Beginning on October 1, 1998, and thereafter, 
Lessee agrees to pay double the daily rental rate for any delay in vacating the 
demised premises or completing the termination improvements.

9.  TERMINATION IMPROVEMENT PLANS.

Lessee shall provide a written description of any and all termination 
improvements describing the scope of work, and any destructive or demolition, 
"as built" plans, specification, and other documentation that would assist a 
subsequent tenant in determining the extent of any termination improvement.




"LESSOR"                                  "LESSEE"

PACIFIC GULF PROPERTIES, INC.             VANS, INC.
a Maryland corporation                    a Delaware corporation

BY: /s/ ROBERT A. DEWEY                   BY: /s/ CRAIG E. GOSSELIN
   --------------------------                -----------------------------

Name Printed: ROBERT A. DEWEY             Name Printed: CRAIG E. GOSSELIN

Its: Senior Vice President                Its: Vice President and
                                               General Counsel

BY: /s/ L. P. NADEL
   --------------------------

Name Printed: L. P. NADEL

Its: Senior Vice President