COMMERCIAL LEASE
                                WABASH FOODS, LLC

1.  PARTIES.  This Lease,  dated,  for reference  purposes  only, is made by and
between American Pacific Financial  Corporation,  (herein called "Landlord" and,
Wabash  Foods,  LLC,  a  Delaware  Limited  Liability  Company,  (herein  called
"Tenant").

2. PREMISES.  Landlord does hereby lease to Tenant and Tenant hereby leases from
Landlord that certain space (herein called "Premises",  containing approximately
135,000 square feet of floor area and non-exclusive use of all common areas. The
location and  dimensions of said Premises is 705 W. Dustman Road.  Said Premises
are located in the City of Bluffton, County of Wells, State of Indiana.

3. USE. Tenant shall use the Premises for a snack food  manufacturing  and shall
not use or permit the  Premises  to be used for any other  purpose  without  the
prior written consent of Landlord.

4. TERM. The term of this Lease shall be for twenty years,  commencing on May 1,
1998 (the  "Commencement  Date") and,  unless sooner  terminated as  hereinafter
provided,  ending on April 30, 2018, (the Expiration  Date").  Tenant shall have
the option to extend this lease for two  additional  five (5) year periods.  The
lease  rate for the first  year shall be  fifteen  thousand  and no/100  dollars
($15,000.00)  per month.  The lease rate for the second year shall be  seventeen
thousand  five  hundred  and  no/100  dollars  ($17,500.00  plus the  percentage
difference between the CPI (consumer price index) for Indiana, adjusted annually
from the  Commencement  date.  The lease  rate for the third  year and  extended
period shall be twenty thousand and no/100 dollars  ($20,000.00)  per month plus
the percentage  difference  between the CPI (consumer  price index) for Indiana,
adjusted  annually from the Commencement date to the extension date and annually
thereafter.

5. MINIMUM  RENT.  5.A. For the first year,  Tenant agrees to pay to Landlord as
Minimum Rent,  without notice or demand, the monthly sum of fifteen thousand and
no/100  dollars  ($15,000.00).  For the  second  year,  Tenant  agrees to pay to
Landlord as Minimum Rent, without notice or demand, the monthly sum of seventeen
thousand  five  hundred  and no/100  dollars  ($17,500.00)  plus the  percentage
difference between the CPI (consumer price index) for Indiana, adjusted annually
from the Commencement.  For the remainder of the lease,  Tenant agrees to pay to
Landlord as Minimum Rent,  without  notice or demand,  the monthly sum of twenty
thousand and no/100 dollars ($20,000.00) plus the percentage  difference between
the  CPI  (consumer  price  index)  for  Indiana,  adjusted  annually  from  the
Commencement date to the extension date and annually thereafter.

The appropriate sum for each month, shall be paid, in advance,  on or before the
first day of each and every successive calendar month thereafter during the term
hereof.  Rent for any period  during the term hereof  which is for less than one
(1) month shall be a prorated portion of the monthly installment  herein,  based
upon a thirty (30) day month.  Said rental  shall be paid to  Landlord,  without
deduction or offset,  in lawful money of the United  States of America,  at such
place as Landlord may from time to time designate in writing.

6. ADDITIONAL CHARGES.

6.A. In addition to the Minimum Rent provided in Article 5, and commencing  upon
Landlord's  delivery  to Tenant of the  Premises,  Tenant  shall pay to Landlord
Tenant's Share of Operating  Expenses.  "Tenant's  Share of Operating  Expenses"
shall be the  proportion  derived by  dividing  the  rentable  floor area of the
Premises by the total rentable floor area.

6.B. As used in this Lease,  "Operating  Expenses" shall mean any and all costs,
charges,  expenses and  disbursements  of every kind and nature  which  Landlord
shall  pay or become  obligated  to pay  because  of or in  connection  with the
ownership,  operating,  management,  maintenance  and repair of the Snack Plant,
computed on the cash basis  (except as to taxes,  as to which the accrual  basis
shall be used),  including,  but not  limited  to, the cost or  charges  for the
following  items:  electricity,  water,  fuel,  trash  removal,  sweeping,  snow
removal,  premiums for fire, extended coverage  liability,  rental value and any
other insurance that Landlord deems necessary, interior and exterior maintenance
and  repairs  (ordinary  and  extraordinary,   structural  and   nonstructural),
including   repairs,   replacements,   resurfacing  and  restriping  as  may  be
applicable, of sidewalks, driveways, parking areas, landscaping, and other areas
used in common by  tenants  of the Snack  Plant,  management  fees (if  Landlord
manages the Snack Plant itself,  an amount shall be included for management fees
not exceeding the amount typically charged by independent  management  companies
in the Bluffton  area for buildings of  comparable  size and  quality),  and all
general and special real estate taxes, special assessments,  special district of
improvement  district  assessments,  water taxes, sewer taxes, gross rents taxes
and all other taxes,  charges,  rates, levies and assessments of whatever mature
levied,   assessed  or  collected  by  any  governmental  or  quasi-governmental

                                        1
<PAGE>
authority  (whether now existing or hereafter  created)  upon or with respect to
the Snack Plant or landlord's  ownership or operation thereof,  and all taxes or
charges imposed in lieu of (or in lieu of any increases in) any such taxes.

6.C.  Landlord  shall,  prior to the  beginning of each  calendar  year (or upon
Landlord's  delivery  of the  Premises  to Tenant  as to the year in which  such
delivery  occurs,  furnish  Tenant with a bona fide  estimate  of the  Operating
Expenses for such  calendar  year and Tenant's  Share of Operating  Expenses for
such year;  provided,  however,  that such  estimate  shall not  constitute  any
representation  or assurance by Landlord of the amount that the actual Operating
Expenses for such year will be. Thereafter, Tenant shall pay to Landlord, on the
first day of each month,  together with  payments of Minimum Rent,  one- twelfth
(1/12th) of Landlord's estimate of Tenant's Share of Operating Expenses for that
calendar year.  Landlord may revise such estimate at any time to more accurately
reflect estimated  Operating Expenses and an appropriate  adjustment of payments
thereafter  due from  Tenant  shall be made.  Landlord  shall each year  provide
Tenant's a statement of the actual  Operating  Expenses  for the prior  calendar
year and a calculation  of Tenant's  Share of Operating  Expenses for such year,
but Landlord's  failure to provide such  statement by any particular  date shall
not constitute a waiver by Landlord of its right to receive payment for Tenant's
Share  of  Operating  Expenses  for such  year or for any  succeeding  year.  If
Tenant's Share of Operating Expenses for such year is greater than the estimated
amounts  previously  paid by Tenant for such year,  Tenant shall pay to Landlord
the full amount of such excess within ten (10) days after  Landlord's  rendering
of the  statement of such amount.  If Tenant's  Share of Operating  Expenses for
such year is less than the estimated amounts  previously paid by Tenant for such
year, Tenant shall receive a refund of the overpayment.

6.D.  Tenant shall give Landlord  written notice of any dispute or  disagreement
(with Tenant's reason therefore state) concerning Operating Expenses or Tenant's
share  thereof for any calendar  year,  within thirty (30) days after receipt of
notice from  Landlord of the matter  giving rise to the dispute,  failing  which
Tenant  shall have waived its right to dispute  such  matter.  If tenant  timely
disputes any  determination  or  calculation  concerning  Operating  Expenses or
Tenant's  share  thereof,  a certified  public  accounting  firm  acceptable  to
Landlord and Tenant shall be final and conclusive. Tenant shall pay the fees and
expenses of the accountants  unless the final  determination  discloses an error
which  favors  Landlord  by more  than five  percent  of the  amount  previously
determined by Landlord. If such determination reveals that the amount previously
determined  by Landlord was  incorrect,  a  correction  shall be made and either
Landlord  shall  promptly  return  to Tenant  any  overpayment  or Tenant  shall
promptly  pay to Landlord  any  underpayment  which was based on such  incorrect
amount. Notwithstanding the tendency of any dispute hereunder, Tenant shall make
payments  based  upon  Landlord's   determination  or  calculation   until  such
determination or calculation has been established hereunder to be incorrect.

7. USES  PROHIBITED.  Tenant  shall not do or permit  anything  to be done in or
about the  premises  nor bring or keep  anything  therein  which will in any way
increase the  existing  rate of or affect any fire or other  insurance  upon the
Building or any of its contents, or cause a cancellation of any insurance policy
covering said Building or as, part thereof or any of its contents.  Tenant shall
not do or permit  anything to be done in or about the Premises which will in any
way obstruct or interfere  with the rights or other  tenants or occupants of the
Building or injure or annoy them or use or allow the Premises to be used for any
improper,  immoral,  unlawful or objectionable  purpose, nor shall Tenant cause,
maintain or permit any  nuisance  in, or about the  Premises.  Tenant  shall not
commit or allow to be committed any waste in or upon the Premises.

8. COMPLIANCE WITH LAW. Tenant shall not use the Premises, or permit anything to
be done in or about the  Premises,  which will in any way conflict with any law,
statute,  ordinance or governmental rule or regulation now in force or which may
hereafter be enacted or promulgated. Tenant shall, at its sole cost and expense,
promptly  comply with all laws,  statutes,  ordinances and  governmental  rules,
regulations or requirements  now in force or which may hereafter be in force and
with the requirements of any board of fire  underwriters or other similar bodies
now or hereafter  constituted  relating to or affecting  the  condition,  use or
occupancy  of the  Premises,  excluding  structural  changes  not  reacted to or
affected  by  Tenant's  improvements  or,  acts.  The  judgment  of any court of
competent  jurisdiction or the admission of Tenant in any action against Tenant,
whether  Landlord be a party  thereto or not,  that Tenant has violated any law,
statute,  ordinance or governmental  rule,  regulation or requirement,  shall be
conclusive of that fact as between the Landlord and Tenant.

9.  ALTERATIONS  AND  ADDITIONS.  Tenant  shall not make or allow to be made any
alterations, additions or improvements to or of the Premises or any part thereof
without the written  consent of Landlord  first  having been  obtained,  and any
alterations,  additions or improvements to or of said Premises,  including,  but
not limited to, wall covering, paneling and built-in cabinet work, but excepting
movable furniture and trade fixtures,  shall at once become a part of the realty
and belong to the Landlord and shall be  surrendered  with the Premises.  In the
event  Landlord  consents  to  the  making  of  any  alterations,  additions  or
improvements  to the  premises  by  Tenant,  the same shall be made by Tenant at
Tenant's sole cost and expense. Upon the expiration or sooner termination of the
term  hereof,  Tenant  shall,  upon written  demand by Landlord,  given at least
thirty  (30)  days  prior to the end of the  term,  at  Tenant's  sole  cost and
expense,  forthwith  and  with  all  due  diligence,   remove  any  alterations,

                                        2
<PAGE>
additions, or improvements made by Tenant, designated by Landlord to be removed,
and Tenant  shall,  forthwith  and with all due  diligence  at its sole cost and
expense, repair and damage to the Premises caused by such removal.

10. REPAIRS.

10.A. By entry  hereunder,  Tenant shall be deemed to have accepted the Premises
as being in good,  sanitary  order,  condition  and  repair.  Tenant  shall,  at
Tenant's sole cost and expense, keep the Premises and every part thereof in good
condition and repair (except as hereinafter  provided with respect to Landlord's
obligations)  including  without  limitation,  the maintenance,  replacement and
repair of any storefront,  doors, window casements,  glazing,  plumbing,  pipes,
electrical  wiring and  conduits.  Tenant shall,  upon the  expiration or sooner
termination of this Lease hereof, surrender the Premises to the Landlord in good
condition, broom clean, ordinary wear and tear and damage from causes beyond the
reasonable  control of the Tenant  excepted.  Any  damage to  adjacent  premises
caused by Tenant's  use of the  Premises  shall be repaired at the sole cost and
expense of Tenant.

10.B. Notwithstanding the provisions of Article ll.A hereinabove, Landlord shall
repair and maintain  the  structural  portions of the  Building,  including  the
exterior walls and roof,  unless such maintenance and repairs are caused in part
or in whole by the act,  neglect,  fault or  omission of any duty by the Tenant,
its agents, servants, employees,  invitees, or any damage caused by breaking and
entering, in which case Tenant shall pay to Landlord the reasonable cost of such
maintenance and repairs.  Landlord shall, at Tenant's  expense,  provide routine
maintenance,  including  periodic  cleaning  and changing of filters for the air
conditioning/heating  unit  for the  Premises  and  Landlord  may  enter  into a
maintenance  service  agreement for such unit,  Landlord also shall, at Tenant's
expense,  provide any repairs  required for such unit,  within a reasonable time
after  Landlord  has  received  written  notice from Tenant of the need for such
repairs.  Tenant shall pay Landlord,  promptly  upon  billing,  for all costs of
maintenance  and  repair of such unit.  No  failure  of such unit shall  entitle
Tenant to any damages or  abatement of rent or in any way modify any of Tenant's
obligations  under this lease.  Landlord  shall not be liable for any failure to
make any repairs or to perform any  maintenance  required by this Article  ll.B.
unless such failure shall persist for an unreasonable  time after written notice
of the need of such  repairs  or  maintenance  is given to  Landlord  by Tenant.
Except as provided in Article 25 hereof, there shall be no abatement of rent and
no  liability  of  Landlord  by reason of any  injury  to or  interference  with
Tenant's  business  arising  from the  making  of any  repairs,  alterations  or
improvements  in or to any portion of the  Building or the  Premises or in or to
fixtures,  appurtenances and equipment therein.  Tenant waives the right to make
repairs at  Landlord's  expense  under any law,  judicial  decision,  statute or
ordinance now or hereinafter in effect.

11. LIENS. Tenant shall keep the Premises and the property in which the Premises
are situated  free from any liens arising out of any work  performed,  materials
furnished or obligations incurred by Tenant. Landlord may require, at Landlord's
sole option,  that Tenant shall  provide to Landlord,  at Tenant's sole cost and
expense,  a lien and  completion  bond in an amount equal to one and one-half (1
1/2) times the estimated cost of any improvements,  additions, or alterations in
the Premises  which the Tenant desires to make, to insure  Landlord  against any
liability for mechanics'  and material  men's liens and to insure  completion of
the work.

12.  ASSIGNMENT  AND  SUBLETTING.  Tenant  shall not either  voluntarily,  or by
operation of law, assign, transfer,  mortgage,  pledge,  hypothecate or encumber
this Lease or any  interest  therein,  and shall not sublet the  Premises or any
part thereof,  or any right or privilege  appurtent thereto,  or allow any other
person (the  employees,  agents,  servants and  invitees of Tenant  excepted) to
occupy or use the Premises, or any portion thereof,  without the written consent
of Landlord  first had and obtained,  which  consent  shall not be  unreasonably
withheld. In no event shall any subtenant, assignee, or other transferee use, or
be allowed to use, the Premises for any purpose other than the specific  purpose
set  forth in  Article 3 above,  and  Landlord  shall be  deemed  to have  acted
reasonably  in  refusing  to consent to any  sublease,  assignment  or  transfer
involving  any change in the purpose for which the Premises are or will be used.
A consent to one assignment,  subletting,  occupation or use by any other person
shall not be deemed to be a consent to any  subsequent  assignment,  subletting,
occupation  or use by another  person.  Consent to any  assignment,  subletting,
occupation  or use shall in no way relieve  Tenant of any  liability  under this
Lease and Tenant  shall  remain  fully  liable for the payment of the rent under
this Lease and the  performance  of the terms and  provisions  of this Lease and
Landlord  shall not be required to pursue  first any remedies for default it may
have against any  subtenant,  assignee or other  transferee.  Any  assignment or
subletting  without such consent shall be void,  and shall  constitute a default
under the terms of this  lease.  If  Landlord  Shall  consent to a  sublease  or
assignment,  Tenant shall pay Landlord reasonable fees, not to exceed,  incurred
in  connection  with the  processing  of  documents  necessary to giving of such
consent.

13. HOLD HARMLESS. Tenant Shall indemnify and hold harmless Landlord against and
from any and all claims  arising  from  Tenant's use of the Premises or from the
conduct  of its  business  or from an  activity,  work,  or other  things  done,
permitted or suffered by the Tenant in or about the Premises,  and shall further
indemnify and hold harmless Landlord against and from any and all claims arising
from any breach or default in the performance of any obligation of Tenant's part
to be  performed  under  the terms of this  Lease,  or  arising  from any act or
negligence of the Tenant, or any officer, agent, employee,  guest, or invitee of

                                        3
<PAGE>
Tenant,  and from all costs,  attorney's  fees, and  liabilities  incurred in or
about the defense of Any such claim or any action or proceeding  brought thereon
and in case any action or  proceeding be brought  against  Landlord by reason of
such claim,  Tenant upon notice from Landlord  shall defend the same at Tenant's
expense by counsel  reasonably  satisfactory  to Landlord.  Tenant as a material
part of the  consideration  to  Landlord  hereby  assumes  all risk of damage to
property  or injury to persons in,  upon or about the  Premises,  from any cause
other than Landlord's negligence, and Tenant hereby waives all claims in respect
thereof  against  Landlord.  Landlord or its agents  shall not be liable for any
loss or damage to persons or property  resulting from fire,  explosion,  falling
plaster, steam, gas, electricity,  water or rain which may leak from any part of
the Building or from the pipes, appliances or plumbing works therein or from the
roof,  street or subsurface or from any other place  resulting  from dampness or
any  other  cause  whatsoever,  unless  caused  by or due to the  negligence  of
Landlord, its agents servants or employees.  Landlord or its agents shall not be
liable for  interference  with the light,  air, or for any latent  defect in the
Premises.  Tenant  shall give  prompt  notice to Landlord in case of casualty or
accidents in the Premises.

14. SUBROGATION.  As long as their respective  insurers so permit,  Landlord and
Tenant hereby mutually waive their  respective  rights of recovery  against each
other  for any loss  insured  by fire,  extended  coverage  and  other  property
insurance  policies  existing for the benefit of the  respective  parties.  Each
party shall apply to their  insurers  to obtain said  waivers.  Each party shall
obtain any  special  endorsements,  if  required  by their  insurer to  evidence
compliance with the aforementioned waiver.

15. LIABILITY  INSURANCE.  Tenant shall,  Tenant's  expense,  obtain and keep in
force during the term of this Lease a policy of  comprehensive  public liability
insurance  insuring Landlord and Tenant against any liability arising out of the
ownership,   use  occupancy  or  maintenance  of  the  Premises  and  all  areas
appurtenant  thereto.  Such  insurance  shall be in the  amount of not less than
$500,000  combined single limit for death,  personal injury and property damage.
The limit of any such insurance shall not,  however,  limit the liability of the
Tenant  hereunder.  Tenant may provide this  insurance  under a blanket  policy,
provided  that said  insurance  shall  have a  Landlord's  protective  liability
endorsement  attached thereto. If Tenant shall fail to procure and maintain said
insurance,  Landlord  may,  but shall not be required  to,  procure and maintain
same, but at the expense of Tenant.  Insurance  required  hereunder  shall be in
companies  rated  A+AAA or better in  "Best's  Insurance  Guide".  Tenant  shall
deliver to  Landlord,  prior to right of entry,  copies of policies of liability
insurance  required herein or certificates  evidencing the existence and amounts
of such insurance with loss payable clauses satisfactory to Landlord.  No policy
shall be cancelable or subject to reduction of coverage. All such policies shall
be  written  as  primary  policies  not  contributing  with and not in excess of
coverage which Landlord may carry.

16. UTILITIES.  Tenant shall pay for all water, gas, heat, light,  power,  sewer
charges,  telephone service and all other services and utilities supplied to the
Premises,  together  with  any  taxes  thereon.  If any  such  services  are not
separately  metered to Tenant,  Tenant shall pay a reasonable  proportion  to be
determined by Landlord of all charges jointly  metered with other  Premises.  If
separately  metered,  all  utility  meters for the  Premises  shall be placed in
Tenant's name on the Commencement date .

17.  PERSONAL  PROPERTY  TAXES.  Tenant  shall  pay or cause to be paid,  before
delinquency any and all taxes levied or assessed and which become payable during
the term hereof upon all Tenant's leasehold improvements,  equipment, furniture,
fixtures and other personal  property located in the Premises.  In the event any
or all of the Tenant's leasehold improvements,  equipment,  furniture,  fixtures
and other personal  property shall be assessed and taxed with the real property,
Tenant  shall pay to Landlord its share of such taxes within ten (10) days after
delivery  to Tenant by  Landlord of a  statement  in writing  setting  forth the
amount of such taxes applicable to Tenant's property.

18. RULES AND REGULATIONS.  Tenant shall faithfully  observe and comply with the
rules and regulations  that Landlord shall from time to time  promulgate  and/or
modify. The rules and regulations shall be binding upon the Tenant upon delivery
of a copy of them to Tenant. Landlord shall not be responsible to Tenant for the
nonperformance  of any said  rules  and  regulations  by any  other  tenants  or
occupants.

19.  HOLDING OVER.  If Tenant  remains in possession of the Premises or any part
thereof after the expiration of the term hereof with the express written consent
of Landlord,  such occupancy  shall be a tenancy from month to month at a rental
in, the amount of one and one-half (1 1/2) times the last Monthly  Minimum Rent,
plus  all  other  charges  payable  hereunder,  and upon  all the  terms  hereof
applicable to a month to month tenancy .

20. ENTRY BY LANDLORD.  Landlord  reserves,  and shall at any and all times have
the right to enter the Premises to inspect the same,  to submit said Premises to
prospective  purchasers or tenants,  to post notices of  non-responsibility,  to
repair the  Premises and any portion of the Building of which the Premises are a
part that Landlord may deem necessary or desirable,  without  abatement of rent,
and may for that purpose erect scaffolding and other necessary  structures where
reasonably  required  by the  character  of the  work  to be  performed,  always
providing  that the entrance to the Premises shall not be blocked  thereby,  and

                                        4
<PAGE>
further  providing that the business of the Tenant shall not be interfered  with
unreasonably.  Tenant  hereby  waives any claim for damages or for any injury or
inconvenience to or interference with Tenant's  business,  any loss of occupancy
or quiet enjoyment of the Premises,  excluding Tenant's vaults, safes and files,
and  Landlord  shall have the right to use any and all means which  Landlord may
deem proper to open said doors in an emergency,  in order to obtain entry to the
Premises without liability to Tenant except for any failure to exercise due care
for Tenant's  property and entry to the Premises  obtained by Landlord by any of
said means,  or  otherwise,  shall not under any  circumstances  be construed or
deemed to be a forcible or unlawful  entry into, or a detainer of, the Premises,
or an eviction of Tenant from the Premises or any portion thereof.

21. TENANT'S DEFAULT.  The occurrence of any one or more of the following events
shall constitute a default and breach of this Lease by Tenant.

21.A. The vacating or abandonment of the Premises by Tenant.

21.B.  The  failure by Tenant to make any  payment of rent or any other  payment
required to be made by Tenant  hereunder,  as and when due,  where such  failure
shall  continue for a period of three (3) days after written  notice  thereof by
Landlord to Tenant.

21.C.  The  failure  by Tenant  to  observe  or  perform  any of the  covenants,
conditions  or  provisions  of this Lease to be  observed  or  performed  by the
Tenant,  other than described in Article 22.B.  above,  where such failure shall
continue  for a period  of thirty  (30)  days  after  written  notice  hereof by
Landlord to Tenant; provided, however, that if the nature of Tenant's default is
such that more than thirty (30) days are reasonably  required for its cure, then
Tenant shall not be deemed to be in default if Tenant commences such cure within
said thirty (30) day period and thereafter  diligently  prosecutes  such cure to
completion.

21.D. The making by Tenant of any general assignment or general  arrangement for
the benefit of  creditors;  or the filing by or against  Tenant of a petition to
have Tenant judged as bankrupt,  or petition or  reorganization  or  arrangement
under any law relating to bankruptcy  (unless,  in the case of a petition  filed
against  Tenant,  the  same  is  dismissed  within  sixty  (60)  days);  or  the
appointment of a trustee or a receiver to take possession of  substantially  all
of Tenant's  assets  located at the  Premises  or of  Tenant's  interest in this
Lease,  where  possession  is not restored to Tenant within thirty (30) days; or
the  attachment,  execution or other judicial  seizure of  substantially  all of
Tenant's  assets located at the Premises or of Tenant's  interest in this Lease,
where such seizure is not discharged in thirty (30) days.

22. REMEDIES.  If Tenant shall default under this Lease, Landlord shall have the
following  rights and  remedies,  in  addition  to all other  remedies at law or
equity, and none of the following,  whether or not exercised by Landlord,  still
preclude the exercise of any other right or remedy  whether  herein set forth or
existing at law or equity:

22.A.  Landlord  shall have the right to terminate  this Lease by giving  Tenant
written  notice at any time,  whereupon  this Lease shall  terminate on the date
specified in such notice and Tenant shall  immediately  surrender  possession of
the Premises to Landlord.  No act by or on behalf of Landlord,  such as entry of
the  Premises  to  perform  maintenance  and  repairs  are  efforts to relet the
Premises,  other  than  giving  Tenant  written  notice  of  termination,  shall
terminate this lease. If this Lease is terminated, Landlord shall be entitled to
recover  forthwith  from Tenant as damages an amount  equal to the total of: (1)
all rent and other sums due and unpaid at the time of termination, plus interest
hereon at the rate specified in Article 23.D; and (2) the amount of rent and all
other  sums that  would have been  payable  hereunder  if the Lease had not been
terminated,  less the net  proceeds,  if any, of any  reletting of the Premises,
after  deducting  all  Landlord's  expenses in connection  with such  reletting,
including,  but not limited to, all repossession costs,  brokerage  commissions,
tenant inducements, legal expenses, attorney's fees, and alteration,  remodeling
and repair  costs,  which  damages  Tenant  shall pay to Landlord on the days on
which the rent and other  sums  would  have  been  payable  if the Lease had not
terminated,  or,  alternatively,  at Landlord's  option,  an amount equal to the
present  value  (discounted  at the rate of 6% per annum) of the amount by which
the rent and other sums payable for the remainder of the stated Lease term after
the  termination  date  exceeds the amount of such loss for the same period that
Tenant  proves could be all of  Landlord's  expenses  incurred in reletting  (or
attempting  to relet) the  Premises;  including,  but  without  limitation,  the
expenses  enumerated  above;  and (3) all of  Landlord's  expenses  incurred  in
repossessing the Premises and all other amounts necessary to compensate Landlord
fully for- all damage caused by Tenant's default.

22.B.  Landlord may,  without demand or notice,  re-enter and take possession of
the Premises or any part thereof, and repossess the same as of Landlord's former
estate and expel Tenant and those claiming  through or under Tenant,  and remove
the effects of any and all such persons  (forcibly,  if necessary) without being
deemed  guilty of any manner of trespass  and without  prejudice to any remedies
for arrears of rent or preceding  breach of covenants.  If Landlord elects to so
re-enter or if  Landlord  takes  possession  pursuant  to legal  proceedings  or
pursuant to any notice  provided for by law,  Landlord  may,  from time to time,
without  terminating this Lease, relet the Premises or any part thereof for such
term or terms and at such rental or rentals,  and upon such other  conditions as

                                        5
<PAGE>
Landlord may in its absolute  discretion deem advisable,  with the right to make
alterations  and repairs to the  Premises.  No such  re-entry,  repossession  or
reletting  of the  Premises by  Landlord  shall be  construed  as an election on
Landlord's  part to terminate  this Lease unless a written notice of termination
is given to Tenant by Landlord.  No such re-entry,  repossession or reletting of
the Premises  shall relieve  Tenant of its liability and  obligation  under this
Lease, all of which shall survive such re-entry, repossession or reletting. Upon
the occurrence of such re-enters or repossession,  Landlord shall be entitled to
the amount of the  monthly  rent,  and all other  sums,  which  would be payable
hereunder  if such  re-entry  or  repossession  had not  occurred,  less the net
proceeds,  if any, of any  reletting  of the  Premises  after  deducting  all of
Landlord's  expenses  in  connection  with such  reletting,  including,  but not
limited  to, the  expenses  enumerated  in 23.A.  above.  Tenant  shall pay such
amounts to Landlord  on the days on which the rent and other sums due  hereunder
would have been payable  hereunder if possession  had not been retaken.  If this
Lease is terminated as a result of Landlord's actions in retaking  possession of
the Premises or otherwise,  Landlord  shall be entitled to recover  damages from
Tenant as provided in 23.A. above.

22.C. Landlord shall have the right to recover from Tenant the rents and damages
provided for above by suit or suits  brought from time to time without  Landlord
being  required to wait until the expiration of the lease term, or if this Lease
is terminated,  the date on which such expiration would hove occurred.  Landlord
may,  but shall not be obligated  to, cure,  at any time,  without  notice,  any
default by Tenant under this Lease;  whenever Landlord so elects,  all costs and
expenses  incurred  by  Landlord  in  curing  a  default,   including,   without
limitation,  reasonable attorney's fees, together with interest on the amount of
costs and expenses so incurred at the rate  specified in Article 23.D.  shall be
paid by Tenant to Landlord on demand,  and shall be  recoverable  as  additional
rent.  No such payment or  expenditure  by Landlord  shall be deemed a waiver of
Tenant's  default nor shall it affect any other  remedy of Landlord by reason of
such default.  As used in this Lease,  the term "re-enter",  "take  possession",
"repossess"  and  "repossession"  are not  restricted to their  technical  legal
meaning.  In no event shall Tenant be entitled to receive the excess, if any, of
net rent collected by Landlord as a result of any reletting of the Premises over
the sums payable by Tenant hereunder.

22.D.  If any rent or other sums due from  Tenant are not  received  by Landlord
within ten (10) days after due,  such sums shall bear interest at the rate of 2%
per month from the due date until paid.  In addition,  if any rent or other sums
due from  Tenant is not  received  by  Landlord  within ten (10) days after due,
Tenant shall pay to Landlord a late charge equal to 10% of such overdue  amount.
The parties hereby agree that such late charge  represents a fair and reasonable
estimate  of the costs that  Landlord  will  incur by reason of late  payment by
Tenant, the exact amount of which will be extremely difficult to ascertain. Such
costs include, but are not limited to, processing and accounting costs, and late
charges which may be imposed upon  Landlord  under any mortgage or deed of trust
covered the  Premises,  Acceptance  of any late  charge by Landlord  shall in no
event  constitute  a waiver of Tenant's  default  with  respect to such  overdue
amount, nor prevent Landlord from exercising any other rights and remedies.

22.E. If it should be unnecessary  for Landlord to employ an attorney to enforce
any of the  provisions  of this Lease,  to collect any unpaid sum, or to recover
possession  of the Premises,  Tenant agrees to pay all of Landlord's  attorney's
fees and costs  reasonably  incurred,  whether or not suit is filed. If Landlord
shall  prevail in any action or  proceeding  brought as either party against the
other under this Lease, Tenant agrees to pay all of Landlord's attorney fees and
costs reasonably incurred.

23. DEFAULT BY LANDLORD.  Landlord shall not be in default unless Landlord fails
to perform obligations  required of Landlord within a reasonable time, but in no
event later than thirty (30) days after written notice by Tenant to Landlord and
to the holder of any first mortgage or deed of trust covering the Premises whose
name and address  shall have  theretofore  been  furnished to Tenant in writing,
specifying  wherein  Landlord has failed to perform such  obligation;  provided,
however,  that if the  nature of  Landlord's  obligation  is such that more than
thirty (30) days are  required for  performance  then  Landlord  shall not be in
default if Landlord commences performance within such thirty (30) day period and
thereafter  diligently  prosecutes  the same to  completion.  In no event  shall
Tenant have the right to terminate this Lease as a result of Landlord's  default
and Tenant's remedies shall be limited to damages and/or an injunction.

24.  RECONSTRUCTION.  In the event the  Premises  are  damaged  by fire or other
perils  covered by extended  coverage  insurance,  Landlord  agrees to forthwith
repair same,  and this Lease shall remain in full force and effect,  except that
Tenant shall be entitled to a  proportionate  reduction of the Minimum Rent from
the date of damage and while such  repairs  are being made,  such  proportionate
reduction  to be based  upon the  extent to which the  damage and making of such
repairs shall reasonably interfere with the business carried on by the Tenant in
the  Premises.  If the  damage is due to the fault or  neglect  of Tenant or its
employees,  there shall be no abatement  of rent.  In the event the Premises are
damaged  as a result of any cause  other  than the  perils  covered  by fire and
extended coverage insurance, then Landlord shall forthwith repair same, provided
the extent of the  destruction  be less than ten (10%)  percent of the then full
replacement  cost of the Premises.  In the event the destruction of the Premises
is to an  extent  of ten  (10%)  percent  or more of the  replacement  cost then
Landlord shall have the option: (1) to repair or restore such damage, this Lease
continuing in full force and effect,  but the Minimum Rent to be proportionately
reduced as hereinabove in this Article provided; or (2) give notice to Tenant at

                                        6
<PAGE>
any time within sixty (60) days after such damage,  terminating this Lease as of
the date specified in such notice,  which date shall be no more than thirty (30)
days after giving of such notice. In the event of giving such notice, this lease
shall expire and all interest of the Tenant in the Premises  shall  terminate on
the  date so  specified  in such  notice  and the  Minimum  Rent,  reduced  by a
proportionate  reduction,  based upon the  extent,  if any, to which such damage
interfered with the business carried on by the Tenant in the Premises,  shall be
paid up to date of said such termination.

Notwithstanding  anything to the contrary  contained in this  Article,  Landlord
shall not have any obligation  whatsoever to repair,  reconstruct or restore the
Premises when the damage  resulting from any casualty covered under this article
occurs  during  the last  twenty-four  months  of the term of this  Lease or any
extension thereof.

Landlord  shall not be  required to repair any injury or damage by fire or other
cause,  or to make any repairs or  replacements  of any leasehold  improvements,
fixtures, or other personal property of Tenant.

25. EMINENT DOMAIN. If more than twenty-five (25%) percent of the Premises shall
be taken or appropriated by the public or qwasi-public authority under the power
of eminent  domain,  either party  hereto  shall have the right,  at its option,
within  sixty (60) days after said taking,  to terminate  this lease upon thirty
(30) days written  notice.  If either less than or more than  twenty-five  (25%)
percent of the  Premises  are taken (and  neither  party  elects to terminate as
herein  provided),  the Minimum  Rent  thereafter  to be paid shall be equitably
reduced.  If any part of the Snack Plant other than the Premises may be so taken
or appropriated,  Landlord shall within 60 days of said taking have the right at
its option to terminate this Lease upon written  notice to Tenant.  In the event
of any taking or appropriation whatsoever, Landlord shall be entitled to any and
all awards and/or  settlements which may be given and Tenant shall have no claim
against Landlord for the value of any unexpired term of this Lease.

26. TENANT 'S STATEMENT.  Tenant shall at any time and from time to time upon no
less than three days prior written notice from Landlord execute, acknowledge and
deliver to Landlord a statement  in writing  (R)  certifying  that this Lease is
unmodified and in full force and effect (or, if modified,  stating the nature of
such modification and certifying that this Lease us so modified is in full force
and  effect),  and the date to which the  rental and other  charges  are paid in
advance,  if any,  and  (b)  acknowledging  that  there  are  not,  to  Tenant's
knowledge,  may  incurred  defaults on the part of the  Landlord  hereunder,  or
specifying  such defaults if any are claimed,  and (c) setting forth the date of
commencement of rents and expiration of the term hereof.  Any such statement may
be  relied  upon by any  prospective  purchaser  or  encumbrances  of all or any
portion of the real property of which the Premises are a part.

27. PARKING AND COMMON AREAS.  Landlord  covenants  that upon  completion of the
Snack Plant an area approximately equal to the common and parking areas as shown
on  the  attached   Exhibit  "A"  shall  be  at  all  times  available  for  the
non-exclusive  use of Tenant during the full term of this Lease or any extension
of the term hereof, provided that the condemnation of other taking by any public
authority,  or sale  in lieu of  condemnation,  of any or all  such  common  and
parking  areas shall not  constitute  a  violation  of this  covenant.  Landlord
reserves the right to change the entrances,  exits, traffic lanes and boundaries
and locations of such parking area or areas, provided, however, that anything to
the contrary  notwithstanding  contained in the Article 28, said parking area or
areas shall at all times be  substantially  equal or equivalent to that shown on
attached Exhibit "A".

27.A.  Prior to the date of  Tenant's  opening  for  business  in the  Premises,
Landlord  shall  cause  said  common  and  parking  area or areas to be  graded,
surfaced, marked and landscaped at no expense to Tenant.

27.B.  The  Landlord  shall keep said  automobile  perking and common areas in a
neat, clean and orderly condition, and shall repair any damage to the facilities
thereof,  but all expenses in connection with said automobile parking and common
areas  shall be  charged  and  prorated  in the manner as set forth in Article 7
hereof.

27.C.  Tenant,  for  the  use and  benefit  of  Tenant,  its  agents  employees,
customers,  licensees  and  subtenants,  shall have the  non-exclusive  right in
common with  Landlord,  and other present and future  owners,  tenants and their
agents, employees,  customers,  licensees and subtenants, to use said common and
parking areas during the entire term of this Lease,  and any extension  thereof,
for ingress and egress, and automobile parking.

27.D. The Tenant, in the use of said common and parking areas,  agrees to comply
with such reasonable rules,  regulations and charges for parking as the Landlord
may adopt from time to time for the orderly and proper operations of said common
and  parking  area.  Such  rules may  include  but shall not be  limited  to the
following: (1) The restricting of employee parking to a limited, designated area
or areas;  and (2) The  regulations  of the  removal,  storage  and  disposal of
Tenant's refuse and other rubbish at the sole cost and expense of Tenant.

                                        7
<PAGE>
28. AUTHORITY OF PARTIES.

28.A. Corporate Authority. If Tenant is a corporation, each individual executing
this Lease on behalf of said corporation represents and warrants that he is duly
authorized to execute and deliver this Lease on behalf of said  corporation,  in
accordance  with a duly  adopted  resolution  of the board of  directors of said
corporation,  and that this Lease is binding upon said corporation in accordance
with its terms.

28.B. Limited Partnerships.  If the Landlord herein is a limited partnership, it
is understood  and agreed that any claims by Tenant on Landlord shall be limited
to the assets of the  limited  partnership  and  furthermore,  Tenant  expressly
waives any and all rights to proceed  against the  individual  partners,  or the
officers,  directors or  shareholders  of any corporate  partner,  except to the
extent of their interest in said limited partnership.

29. SIGNS. On or before the date Tenant opens the Premises for business,  Tenant
shall erect one sign on the front of the Premises, such sign to be in accordance
with a design to be prepared by Tenant and approved in writing by Landlord. Such
sign must conform to the sign criteria attached hereto and incorporated  herein.
Except  for such  sign,  Tenant  shall  not  affix,  attach,  install,  paint or
otherwise place any signs, advertising placards, names, insignia,  trademarks or
other material upon the exterior walls of the Premises without the express prior
written  approval of Landlord  in each  instance.  Anything in this Lease to the
contrary notwithstanding, Tenant shall never affix any sign or other material to
the  roof.  Landlord  may,  at any  time and at  Tenant's  expense,  remove  any
unapproved or unauthorized sign or other material,  and Landlord's failure to do
so at any particular time shall never constitute a waiver of Landlord's right to
do so at a later time.

30. HOURS OF BUSINESS.  Subject to the  provisions of Article 25 hereof,  Tenant
shall  continuously  during the entire term hereof conduct and carry on Tenant's
business in the premises and shall keep the Premises open for business and cause
Tenant's  business to be conducted  therein  during the usual  business hours of
each and every  business day as is customary  for business of like  character in
the city in which the  Premises are located to be open for  business;  provided,
however,  that this provision  shall not apply if the Premises  should be closed
and the  business  of Tenant  temporarily  discontinued  therein  on  account of
strikes,  lockouts or similar causes beyond the reasonable  control of Tenant or
closed  for not more than  three (3) days out of  respect  to the  memory of any
deceased  officer or employee of Tenant,  or the relative or any such officer or
employee.  Tenant shall keep the Premises  adequately  stocked with merchandise,
and with sufficient  sales  personnel to care for the patronage,  and to conduct
said business in accordance with solid business practice.

31. GENERAL PROVISIONS.

(i) Plats and Riders.  Clauses,  plats, riders and addendums, if any, affixed to
this Lease are a part hereof.

(ii) Waiver.  The Waiver by Landlord of any term,  covenant or condition  herein
contained  shall  not be  deemed  to be a  waiver  of  such  term,  covenant  or
conditions or any subsequent  breach of the same or any other term,  covenant or
condition  herein  contained.  The  subsequent  acceptance of rent  hereunder by
Landlord  shall not be deemed to be a waiver of any preceding  default by Tenant
or any term,  covenant or condition of this Lease, other than the failure of the
Tenant  to pay the  particular  rental so  accepted,  regardless  of  Landlord's
knowledge of such preceding default at the time of the acceptance of such rent.

(iii)  Joint  Obligation.  If there  be more  than one  Tenant  the  obligations
hereunder imposed shall be joint and several.

(iv) Marginal Headings. The Marginal headings and article titles to the articles
of this  Lease are not a part of this  Lease and shall  have no effect  upon the
construction of interpretation of any part hereof.

(v)  Time.  Time  is of the  essence  of  this  Lease  and  each  and all of its
provisions in which performance is a factor.

(vi) Successors and Assignees.  The covenants and conditions  herein  contained,
subject  to the  provisions  as to  assignment,  apply to and  bind  the  heirs,
successors, executors, administrators and assigns of the parties hereto.

(vii)  Recordation.  Tenant shall not record this Lease.  Tenant shall execute a
short form memorandum hereof at the request of Landlord.

(viii) Quiet  Possession.  Upon Tenant  paying the rent  reserved  hereunder and
observing and  performing  all of the  covenants,  conditions  and provisions of
Tenant shall have quiet  possession  of the Premises for the entire term hereof,
subject to all the provisions of this Lease.

                                        8
<PAGE>
(ix)  Lender's  Approval.  This Lease is subject to the  approval  of the lender
furnishing the loan for the Snack Plant. If such lender  disapproves  this Lease
within ten (10) days after the execution hereof, Landlord may cancel this Lease,
without any liability  whatsoever,  by written notice of  cancellation  given to
Tenant within five (5) days thereafter.

(x) Prior  Agreements.  This lease contains all of the agreements of the parties
hereto with  respect to any matter  covered or  mentioned  in the Lease,  and no
prior  agreements  or  understanding  pertaining  to any such  matters  shall be
effective for any purpose. No provision of this Lease may be amended or added to
except  by an  agreement  in  writing  signed  by the  parties  hereto  or their
respective successors in interest.  This Lease shall not be effective or binding
on any party until fully executed by both parties hereto.

(xi)  Inability  to  Perform.  This  Lease  and the  obligations  of the  Tenant
hereunder  shall not be affected or impaired  because the  Landlord is unable to
fulfill  any of its  obligations  hereunder  or is  delayed in doing so, if such
inability or delay is caused by reason of strike,  labor troubles,  acts of God,
or any other cause beyond the reasonable control of the Landlord.

(xii)  Partial  Invalidity.  Any provision of this Lease which shall prove to be
invalid, void, or illegal shall in no way affect, impair or invalidate any other
provision hereof and such other provision shall remain in full force and effect.

(xiii)  Cumulative  Remedies.  No remedy or election  hereunder  shall be deemed
exclusive but shall, whenever possible, be cumulative with all other remedies at
law or in equity.

(xiv)  Choice of Law.  This Lease  shall be governed by the laws of the State in
which the Premises are located.

(xv) Sale of Premises by  Landlord.  In the event of any sale of the Premises by
Landlord,  Landlord  shall be and is hereby  entirely  freed and relieved of all
liability  under any and all of its  covenants and  obligations  contained in or
derived from this Lease arising out of any act, occurrence or omission occurring
after the  consummation  of such sale;  and the  purchaser,  at such sale or any
subsequent sale of the Premises shall be deemed,  without any further  agreement
between the parties and any such  purchaser  to have assumed and agreed to carry
out any and all of the  covenants  and  obligations  of the Landlord  under this
Lease.

(xvi)  Subordination;  Attornment.  This Lease,  including the covenant of quiet
enjoyment,  is and shall be subject and subordinate to all ground and underlying
leases,  all mortgages,  deeds of trust or other  encumbrances,  and any and all
conditions, renewals, extensions, modifications, consolidations and replacements
of any or all of the  foregoing,  now or  hereafter  affecting  such  leases  or
Premises of the real  property of which the  Premises  are a part (except to the
extent any such instrument  shall expressly  provide that this Lease is superior
thereto).  This clause  shall be  self-operative  and no further  instrument  of
subordination shall be required in order to effectuate it. Nevertheless,  Tenant
shall,  within five (5) days after  request  therefore,  execute and deliver any
certificate or other assurance in confirmation of such  subordination  requested
by any  lessor,  mortgagee  or by  Landlord.  In the event any  proceedings  are
brought for default under any ground or underlying  lease or for the foreclosure
of, or in the event of the  exercise of the power of sale under,  any  mortgage,
deed of  trust  or  other  encumbrance  to  which  this  Lease  is  subject  and
subordinate,  Tenant shall, upon request of the party succeeding to the interest
of Landlord as a result of such proceedings,  automatically attorn to and become
the Tenant of such  successor  in interest  without  change in the terms of this
Lease. Tenant shall,  within five (5) days after request therefore,  execute and
deliver any instruments confirming such attornment requested by Landlord or such
successor  in  interest.   Tenant  hereby  irrevocably  appoints  Landlord,  its
successors and assigns as Tenant's  attorney-in-fact  to execute and deliver any
certificates or other assurances of subordination  and/or attornment required by
this Article,  for and on behalf of Tenant, if Tenant fails to do so as provided
herein. The provisions of this Article to the contrary  notwithstanding,  and so
long as Tenant is not in  default  hereunder,  this Lease  shall  remain in full
force and effect for the full term thereof.

(xvii)  Notices.  All  notices  and  demands  which may or are to be required or
permitted  to be  given  by  either  party on the  other  hereunder  shall be in
writing.  All notices and demands by the Landlord to the Tenant shall be sent by
United States Mail,  postage  prepaid,  addressed to the Tenant at the Premises,
and to the address  hereinbelow,  or to such other place as Tenant may from time
to time  designate in a notice to the  Landlord.  All notices and demands by the
Tenant to the  Landlord  shall be sent by United  States Mail  postage  prepaid,
addressed  to the  Landlord at the address set forth  herein,  and to such other
person or place as the Landlord  may from time to time  designate in a notice to
the Tenant.

To LANDLORD at: 225 W. Hospitality, San Bernardino, CA 92408

To TENANT at: 705 W. Dustman Road, Bluffton, Indiana

                                        9
<PAGE>
31.  BROKERS.  Tenant  warrants that it has had no dealings with any real estate
broker or agents in connection with the negotiation of this Lease.


LANDLORD: American Pacific Financial Corporation


BY:
    -------------------------------------
    Bradley J. Crandall, Vice President


TENANT: Wabash Foods, LLC


BY:
    -------------------------------------
    Larry R. Polhill, Manager

                                       10