LEASE AGREEMENT
                                  (INDUSTRIAL GROSS)
                               BASIC LEASE INFORMATION

      LEASE DATE:         January 9, 1997

      LESSOR:             Aetna Life Insurance Company,
                          a Connecticut corporation

      LESSOR'S ADDRESS:   c/o Lincoln Property Company Management Services, Inc.
                          P.O. Box 19693, 30 Executive Park, Suite 100
                          Irvine,California 92614-9693

      LESSEE:             EIF Holdings, Inc.,
                          a Hawaii corporation

      LESSEE'S ADDRESS:   475 N. Muller Avenue
                          Anaheim,CA 92801

      PREMISES:           Approximately 14,669 square feet as shown on Exhibit A
                                                                       ---------

      PREMISES ADDRESS:   475 N. Muller Avenue
                          Anaheim,CA 92801

                          BUILDING:                     37,220 square feet
                          LOT (BUILDING'S TAX PARCEL):  APN# 072-071-25
                          PARK:                         260,967 square feet

      TERM:               March 1,1997 ("Commencement Date"), through
                          July 31, 2002 ("Expiration Date")

      BASE RENT           Eight Thousand Five Hundred Eight and 00/100 Dollars
      (<paragraph>3):     ($8,508.00) per month

      ADJUSTMENTS TO 
      BASE RENT:          April 1,1997 - May 30,1997         $0.00 per month
                          June I ,1997 - September 30, 1999  $8,508.00 per month
                          October I, 1999 - July 31, 2002    $9,535.00 per month

      SECURITY DEPOSIT
      (<paragraph>4.A):   Nine Thousand Five Hundred Thirty-Five and 00/100
                          Dollars ($9,535.00)
      CLEANING DEPOSIT 
      (<paragraph>4.B):   N/A

      TRASH AND WATER CHARGE
      (<paragraph>7):     N/A

      BASE YEAR FOR LESSEE'S SHARE OF EXPENSES:    1997
      *LESSEE'S SHARE OF INCREASES IN 
      OPERATING EXPENSES 
      (<paragraph>6.A):                            5.62% of the Park
      *LESSEE'S SHARE OF INCREASES IN TAX 
      EXPENSES (<paragraph>6.B):                   39.41% of the Lot
      *LESSEE'S SHARE OF INCREASES IN COMMON 
      AREA UTILITY COSTS (<paragraph>7):           5.62% of the Park
      *The amount of Lessee's Share of the increases in expenses as referenced
      above shall be subject to modification as set forth in this
      Lease.

      PERMITTED USES:               Administrative and sales offices for
                                    environmental contractor, and storage of
                                    contractor's materials, specifically
                                    excluding any and all hazardous or toxic
                                    materials as defined in Section 29 of the
                                    Lease.

      GENERAL LIABILITY INSURANCE   Bodily injury limit of not less than 
      AMOUNT (<paragraph>12):       $1,000,000 per occurrence; Property damage
                                    limit of not less than $1,000,000 per
                                    occurrence; per occurrence; Combined single
                                    limit of not less than $2,000,000.

      UNRESERVED PARKING SPACES:    Fifty-Eight (58) nonexclusive and
                                    undesignated spaces


      BROKER (<paragraph>38):       Keith Wilson, The Seeley Company for Lessee
                                    Shawn Kelter & LR Sanders, Grubb & Ellis for
                                    Lessor

      EXHIBITS:                     Exhibit A - Premises, Building, Lot and/or
                                    Park
                                    Exhibit B - Tenant Improvements
                                    Exhibit C - Rules and Regulations
                                    Exhibit D - CC&Rs
                                    Exhibit E - Sign Criteria
                                    Exhibit F - Hazardous Materials Disclosure
                                    Certificate
                                    Exhibit G - Change of Commencement Date
                                    Exhibit H - Guaranty of Lease

      ADDENDA:                      Addendum I: Option to Extend the Lease


 <PAGE> 



                                   LEASE AGREEMENT



        DATE:     This Lease is made and entered into as of the Lease Date
                  defined on Page 1.  The Basic Lease information set forth on
                  Page I and this Lease are and shall be construed as a single
                  instrument. 

        1.   PREMISES: Lessor hereby leases the Premises to Lessee upon the
             --------
        terms and conditions contained herein.  Lessor hereby grants to Lessee
        a revocable license for the right to use, on a non-exclusive basis,
        parking areas and ancillary facilities located within the Common Area
        of the Park, subject to the terms of this Lease. 

        2.   ADJUSTMENT OF COMMENCEMENT DATE: CONDITION OF THE PREMISES:  If
             ----------------------------------------------------------
        Lessor cannot deliver possession of the Premises on the Commencement
        Date, Lessor shall not be subject to any liability nor shall the
        validity of the Lease be affected; provided the Lease term and the
        obligation to pay Rent shall commence on the date possession is
        tendered and the termination date shall be extended by a period of
        time equal to the period computed from the Commencement Date to the
        date possession is tendered by Lessor to Lessee.  In the event the
        commencement date of this Lease is other than the Commencement Date
        provided on Page I, Lessor and Lessee shall execute a written
        amendment to this Lease, substantially in the form of EXHIBIT G
        hereto, wherein the parties shall specify the actual commencement
        date, termination date and the date on which Lessee is to commence
        paying Rent.  Notwithstanding anything to the contrary contained
        herein or in Exhibit B hereto, if Lessor does not tender possession to
        Lessee of the Premises by July 1, 1997 (the "Outside Date") then
        Lessee may terminate this Lease by delivering written notice thereof
        to Lessor no later than the date which is ten (10) days after the
        actual Outside Date.  If Lessee fails to timely terminate the Lease as
        and when provided herein, or if Lessor delivers to Lessee possession
        of the Premises at any time earlier than the Outside Date, then in
        either of such events Lessee's foregoing right to terminate this Lease
        as provided herein shall lapse and be null and void upon the earlier
        occurrence of such event and the Lease shall remain in full force and
        effect with Lessee having no further right to terminate this Lease. 
        If Lessor does so timely deliver to Lessee possession of the Premises
        Lessee shall promptly deliver written notice to Lessor confirming
        same.  In the event that Lessor permits Lessee to occupy the Premises
        prior to the Commencement Date, such occupancy shall be at Lessee's
        sole risk and subject to all the provisions of this Lease, including,
        but not limited to, the requirement to pay Rent and the Security
        Deposit, and to obtain the insurance required pursuant to this Lease
        and to deliver insurance certificates as required herein.  In addition
        to the foregoing, Lessor shall have the right to impose such
        additional conditions on Lessee's early entry as Lessor shall deem
        appropriate.  By taking possession of the Premises, Lessee shall be
        deemed to have accepted the Premises in a good, clean and completed
        condition and state of repair, in compliance with all applicable laws,
        codes, regulations, administrative orders and ordinances, and subject
        to all matters of record.  Lessee hereby acknowledges and agrees that
        neither Lessor nor Lessor's agents or representatives has made any
        representations or warranties as to the suitability, safety or fitness
        of the Premises for the conduct of Lessee's business, Lessee's
        intended use of the Premises or for any other purpose, and that
        neither Lessor nor Lessor's agents or representatives has agreed to
        undertake any alterations or construct any Tenant Improvements to the
        Premises except as expressly provided in this Lease.  


        3.   RENT: On the date that Lessee executes this Lease, Lessee shall
             ----
        deliver to Lessor the original executed Lease, the Base Rent (which
        shall be applied against the Rent payable for the first month Lessee
        is required to pay Base Rent), the Security Deposit, and all insurance
        certificates evidencing the insurance required to be obtained by
        Lessee under Paragraph 12 of this Lease.  Lessee agrees to pay Lessor,
        without prior notice or demand, or abatement, offset, deduction or
        claim, the Base Rent described on Page 1, payable in advance at Lessor
        s address shown on Page I on the first day of each month throughout
        the term of the Lease.  In addition to the Base Rent set forth on Page
        1, Lessee shall pay Lessor m advance and on the first (1st) day of
        each month throughout the term of this Lease (including any extensions
        of such term), as additional rent Lessee's share, as set forth on Page
        1, of Increases in Operating Expenses, Increases m Tax Expenses,
        Increases in Common Area Utility Costs, administrative expenses, Trash
        and Water Charge and Utility Expenses, as specified in Paragraphs
        6.A., 6.B., 6.C. and 7 of this Lease, respectively.  Additionally,
        Lessee shall pay to Lessor as additional rent hereunder, immediately
        on Lessor's demand therefor, any and all costs and expenses incurred
        by Lessor to enforce the provisions of this Lease, including, but not
        limited to, costs associated with any proposed assignment or
        subletting of all or any portion of the Premises by Lessee, costs
        associated with the delivery of notices, delivery and recordation of
        notice(s) of default, attorneys' fees, expert fees, court costs and
        filing fees (collectively, the "Enforcement Expenses").  The term
        "Rent" whenever used herein refers to the aggregate of all these
        amounts.  If Lessor permits Lessee to occupy the Premises without
        requiring Lessee to pay rental payments for a period of time, the
        waiver of the requirement to pay rental payments shall only apply to
        waiver of the Base Rent and Lessee shall otherwise perform all other
        obligations of Lessee hereunder, including, but not limited to paying
        to Lessor any and all amounts considered additional rent, such as
        Lessee's share of Increases in Operating Expenses, Increases m Tax
        Expenses, Increases in Common Area Utility Costs, Trash and Water
        Charge, Utility Expenses, and administrative expenses.  If, at any
        time, Lessee is in default of or otherwise breaches any term,
        condition or provision of this Lease, any such waiver by Lessor of
        Lessee's requirement to pay rental payments shall be null and void and
        Lessee shall immediately pay to Lessor all rental payments waived by
        Lessor.  The Rent for any fractional part of a calendar month at the
        commencement or termination of the Lease term shall be a prorated
        amount of the Rent for a full calendar month based upon a thirty (30)
        day month.  The prorated Rent shall be paid on the Commencement Date
        and the first day of the calendar month un which the date of
        termination occurs, as the case may be. 

        4.   SECURITY DEPOSIT AND CLEANING DEPOSIT:
             -------------------------------------

                  A.   Security Deposit: Upon Lessee's execution of this
        Lease, Lessee shall deliver to Lessor, as a Security Deposit for the
        performance by Lessee of its obligations under this Lease, the amount
        described on Page 1.  If Lessee is in default, Lessor may, but without
        obligation to do so, use the Security Deposit, or any portion thereof,
        to cure the default or to compensate Lessor for all damages sustained
        by Lessor resulting from Lessee's default, including, but not limited
        to the Enforcement Expenses.  Lessee shall, immediately on demand, pay
        to Lessor a sum equal to the portion of the Security Deposit so
        applied or used so as to replenish the amount of the Security Deposit
        held up to the amount initially deposited with Lessor.  Concurrently
        with any increase in the Base Rent, Lessee shall deliver to Lessor an
        amount equal to such increase, which amount shall be added to the
        Security Deposit being held by Lessor and be deemed a part of such
        Security Deposit thereafter.  At any time after Lessee has defaulted
        hereunder, Lessor may require a reasonable increase in the amount of
        the Security Deposit required hereunder to be held for the then
        balance of the Lease term and Lessee shall, immediately on demand, pay
        to Lessor additional sums in the amount of such increase.  As soon as
        practicable after the termination of this Lease, Lessor shall return
        the Security Deposit to Lessee, less such amounts as are reasonably
        necessary, as determined solely by Lessor, to remedy Lessee's
        default(s) hereunder or to other vise restore the Premises to a clean
        and safe condition, reasonable wear and tear excepted.  If the cost to
        restore the Premises exceeds the amount of the Security Deposit,
        Lessee shall promptly deliver to Lessor any and all of such excess
        sums as determined solely by Lessor.  Lessor shall not be required to
        keep the Security Deposit separate from other funds, and, unless
        otherwise required by law, Lessee shall not be entitled to interest on
        the Security Deposit.  In no event or circumstance shall Lessee have
        the right to any use of the Security Deposit and, specifically, Lessee
        may not use the Security Deposit as a credit or to otherwise offset
        any payments required hereunder, including, but not limited to, Rent
        or any portion thereof. 

        5.   CONDITION OF PREMISES: Lessee hereby accepts the Premises in its
             ---------------------
        current "as is" condition unless otherwise specified in EXHIBIT B,
        attached hereto and incorporated herein by this reference.  If so
        specified in EXHIBIT B hereto, Lessor or Lessee, as the case may be,
        shall install the improvements ("Tenant Improvements") on the Premises
        as described and in accordance with the terms, conditions, criteria
        and provisions set forth in EXHIBIT B, attached and incorporated
        herein by this reference.  Lessee acknowledges that neither Lessor nor
        any of Lessor's agents, representatives or employees has made any
        representations as to the suitability or fitness of the Premises for
        the conduct of Lessee's business or for any other purpose, and that
        neither Lessor nor any of Lessor's agents, representatives or
        employees has agreed to undertake any alterations or construct any
        Tenant Improvements to the Premises except as expressly provided in
        EXHIBIT B to this Lease. 

        6.   EXPENSES: 
             --------

             A.   Operating Expenses: In addition to the Base Rent set forth
        in Paragraph 3, Lessee shall pay its share, which is defined on Page
        1, of all Operating Expenses in excess of the amount of said expenses
        for the calendar year in which this Lease commenced ("Increases in
        Operating Expenses") as additional rent.  The term "Operating
        Expenses" as used herein shall mean the total amounts paid or payable
        by Lessor in connection with the ownership, maintenance, repair and
        operation of the Premises, the Building and the Lot, and where
        applicable, of the Park referred to on Page 1.  The amount of Lessee's
        share of Increases in Operating Expenses shall be reviewed from time
        to time by Lessor and shall be subject to modification by Lessor, as
        reasonably determined by Lessor, including, but not limited to
        modifications due to the sale or addition of a building or additional
        space within the Lot or the Park.  These Operating Expenses may
        include, but are not limited to: 

                       (i) Lessor's cost of non-structural repairs to and
                  maintenance of the roof and exterior walls of the Building; 

                  (ii) Lessor's cost of maintaining the outside paved area,
             landscaping and other common areas for the Park.  The term
             "Common Area" shall mean all areas and facilities within the Park
             exclusive of the Premises and the other portions of the Park
             leased exclusively to other tenants.  The Common Area includes,
             but is not limited to, interior lobbies, mezzanines, parking
             areas, access and perimeter roads, sidewalks, landscaped areas
             and similar areas and facilities; 

                  (iii) Lessor's annual cost of insurance insuring against
             fire and extended coverage (including, if Lessor elects, "all
             risk" coverage) and all other insurance, including, but not
             limited to, earthquake, flood and/or surface water endorsements
             for the Building, the Lot and the Park (including the Common
             Area), and rental value insurance against loss of Rent in am
             amount equal to the amount of Rent for a period of at least six
             (6) months commencing on the date of loss; 

                  (iv) Lessor's cost of modifications to the Building, the
             Common Area and/or the Park occasioned by any rules, laws or
             regulations effective subsequent to the commencement of the
             Lease; 


                  (v) Lessor's cost of modifications to the Building, the
             Common Area and/or the Park occasioned by any rules, laws or
             regulations arising from Lessee's use of the Premises regardless
             of when such rules, laws or regulations became effective; 

                  (vi) If Lessor elects to so procure, Lessor's cost of
             preventative maintenance, repair and replacement contracts
             including, but not limited to, contracts for elevator systems and
             heating, ventilation and air conditioning systems, and trash or
             refuse collection; 

                  (vii) Lessor's cost of security and fire protection services
             for the Park, if in Lessor's sole discretion such services are
             provided; 

                  (viii) Lessor's establishment of reasonable reserves for
             replacements and/or repairs of Common Area improvements,
             equipment and supplies; 

                  (ix) Lessor's cost for the creation and negotiation of, and
             pursuant to, any rail spur or track agreements, licenses,
             easements or other similar undertakings; and 

                  (x) Lessor's cost of supplies, equipment, rental equipment
             and other similar items used in the operation and/or maintenance
             of the Park. 

             B.   TAX EXPENSES: In addition to the Base Rent set forth in
        Paragraph 3, Lessee shall pay its share, which is defined on Page 1,
        of all real property taxes applicable to the land and improvements
        included within the Lot on which the Premises are situated in excess
        of the amount of the Tax Expenses for the calendar year in which this
        Lease commenced ("Increases in Tax Expenses") and one hundred percent
        (100%) of all personal property taxes now or hereafter assessed or
        levied against the Premises or Lessee's personal property.  The amount
        of Lessee's share of Increases in Tax Expenses shall be reviewed from
        time to time by Lessor and shall be subject to modification by Lessor,
        as reasonably determined by Lessor, including, but not limited to
        modifications due to the sale or addition of a building or additional
        space within the Lot or the Park.  Lessee shall also pay any increase
        in real property taxes attributable, in Lessor's sole discretion, to
        any and all alterations, Tenant Improvements or other improvements of
        any kind whatsoever placed in, on or about the Premises for the
        benefit of, at the request of, or by Lessee.  The term "Tax Expenses"
        includes, but is not limited to, any form of tax and assessment
        (general, special, ordinary or extraordinary), commercial rental tax,
        payments under any improvement bond or bonds, license, rental tax,
        transaction tax, levy, or penalty imposed by authority having the
        direct or indirect power of tax (including any city, county, state or
        federal government, or any school, agricultural, lighting, drainage or
        other improvement district thereof) as against any legal or equitable
        interest of Lessor in the Premises, Lot or Park, as against Lessor's
        right to rent or other income therefrom, or as against Lessor's
        business of leasing the Premises or the occupancy of Lessee or any
        other tax, fee, or excise, however described (excluding inheritance or
        estate taxes), including any value added tax, or any tax imposed in
        substitution, partially or totally, of any tax previously included
        within the definition of real property taxes, or any additional tax
        the nature of which was previously included within the definition of
        real property tax. 

             C.   PAYMENT OF EXPENSES AND ADMINISTRATIVE EXPENSES:  Lessor
        shall estimate Lessee's share of the Increases in Operating Expenses
        and Increases in Tax Expenses for the calendar year in which the Lease
        commences.  Commencing in January of the following calendar year,
        one-twelfth (1/12th) of this estimated amount shall be paid by Lessee
        to Lessor, as additional rent, on the first (1st) day of each month
        and throughout the remaining months of such calendar year. 
        Thereafter, Lessor may estimate such expenses as of the beginning of
        each calendar year and Lessee shall pay one-twelfth (1/12th) of such
        estimated amount as additional rent hereunder on the first day of each
        month during such calendar year and for each ensuing calendar year
        throughout the term of this Lease (including any extensions of the
        term).  Not later than March 31 of each of the following calendar
        years, or as soon thereafter as reasonably possible, including the
        calendar year after the calendar year in which this Lease terminates
        or the term expires, Lessor shall endeavor to furnish Lessee with a
        true and correct accounting of actual Increases in Operating Expenses
        and Increases in Tax Expenses.  Within thirty (30) days of Lessor's
        delivery of such accounting, Lessee shall pay to Lessor the amount of
        any underpayment.   Notwithstanding the foregoing, failure by Lessor
        to give such accounting by such date shall not constitute a waiver by
        Lessor of its right to collect any of Lessee's underpayment at
        anytime.   Lessor shall credit the amount of any overpayment by Lessee
        toward the next estimated monthly installment(s) falling due, or where
        the term of the Lease has expired, refund the amount of overpayment to
        Lessee.  Lessee, at its sole cost and expense through any certified
        public accountant designated by it, shall have the right to examine
        and/or audit the books and records evidencing such costs and expenses
        for the previous one (1) calendar year, during Lessor's reasonable
        business hours and not more frequently than once during any calendar
        year.  Lessee's obligations to pay its share of Increased Operating
        Expenses and Increased Tax Expenses shall survive the expiration or
        earlier termination of this Lease. 

             If the term of the Lease expires prior to the annual
        reconciliation of expenses, if any, Lessor shall have the right to
        reasonably estimate Lessee's share of such expenses, and if Lessor
        determines that an underpayment is due, Lessee hereby agrees that
        Lessor shall be entitled to deduct such underpayment from Lessee's
        Security Deposit.  If Lessor reasonably determines that an overpayment
        has been made by Lessee, Lessor shall refund said overpayment together
        with the return of Lessee's Security Deposit.  Notwithstanding the
        foregoing, failure of Lessor to accurately estimate Lessee's share of
        such expenses shall not constitute a waiver of Lessor's right to
        collect any of Lessee's underpayment at anytime. 

             In addition to the Base Rent set forth m Paragraph 3 hereof,
        Lessee shall pay Lessor, without prior notice or demand, on the first
        (1st) day of each month throughout the term of this Lease (including
        any extensions of such term), as compensation to Lessor for accounting
        and management services rendered on behalf of the Park, an amount
        equal to ten percent (10%) of the aggregate of Lessee's share of (i)
        the total Increases in Operating Expenses and Increases in Tax
        Expenses as described in Paragraphs 6.A. and 6.B. above, respectively,
        and (ii) all Increases in Common Area Utility Costs for the Park as
        described in Paragraph 7.  Lessor may also, at its sole discretion
        require Lessee to pay Lessee's pro rata share of the Management Fee to
        the Lessor without prior notice or demand, on the first (1st) day of
        each month throughout the term of this Lease (including any extensions
        of such term).  Management Fee is defined as the fee which Lessor pays
        Lessor's authorized representative, Lincoln Property Company
        Management Services, Inc., to manage the Park for Lessor ("Management
        Fee").  Lessee's obligations to pay its share of such administrative
        expenses and/or management fee shall survive the expiration or earlier
        termination of this Lease. 

        7.   UTILITIES:  Lessee shall pay the cost of all water, sewer use and
             --------
        connection fees, gas, heat, electricity, refuse pickup, janitorial
        service, telephone and other utilities billed or metered separately to
        the Premises and/or Lessee.  Lessee shall also pay its share of any
        assessments or charges for utility or similar purposes included within
        any tax bill for the Lot on which the Premises are situated.  For any
        such utility fees or use charges that are not billed or metered
        separately to Lessee, Lessee shall pay to Lessor, as additional rent,
        without prior notice or demand, on the first (1st) day of each month
        throughout the term of this Lease the amount which is attributable to
        Lessee's use of the Premises as reasonably estimated and determined by
        Lessor based upon factors such as size of the Premises and intensity
        of use of such utilities by Lessee such that Lessee shall pay the
        portion of such charges reasonably consistent with Lessee's use of
        such utilities ("Utility Expenses").  If Lessee disputes any such
        estimate or determination, then Lessee shall either pay the estimated
        amount or cause the Premises to be separately metered at Lessee's sole
        expense.  In addition, Lessee shall pay Lessor a trash and water
        charge (the "Trash and Water Charge") in the amount set forth on Page
        1, as additional rent.  Lessee shall also pay to Lessor its share,
        which is described on Page 1, as additional rent, of any Common Area
        utility costs, fees, charges or expenses in excess of the amount of
        such costs, fees, charges or expenses for the calendar year in which
        this Lease commenced ("Increases in Common Area Utility Costs") within
        fifteen (15) days after receiving a bill from Lessor.  The amount of
        Lessee's share of Increases in Common Area Utility Costs shall be
        reviewed from time to time by Lessor and shall be subject to
        modification by Lessor, as reasonably determined by Lessor, including,
        but not limited to modifications due to the sale or addition of a
        building or additional space within the Lot or the Park.  Lessee
        acknowledges that the Premises may become subject to the rationing of
        utility services or restrictions on utility use as required by a
        public utility company, governmental agency or other similar entity
        having jurisdiction thereof.  Notwithstanding any such rationing or
        restrictions on use of any such utility services, Lessee acknowledges
        and agrees that its tenancy and occupancy hereunder shall be subject
        to such rationing restrictions as may be imposed upon Lessor, Lessee,
        the Premises, the Building or the Park, and Lessee shall in no event
        be excused or relieved from any covenant or obligation to be kept or
        performed by Lessee by reason of any such rationing or restrictions. 
        Lessee further agrees to pay and discharge, prior to delinquency, any
        amount, tax, charge, surcharge, assessment or imposition levied,
        assessed or imposed upon the Premises, or Lessee's use and occupancy
        thereof, or as a result directly or indirectly of any such rationing
        or restrictions. 

        8.   LATE CHARGES: Lessee acknowledges that late payment (the eighth
             ------------
        day of each month or anytime thereafter) by Lessee to Lessor of Base
        Rent, Lessee's share of Increases in Operating Expenses, Increases in
        Tax Expenses, Increases in Common Area Utility Costs, the Trash and
        Water Charge, Utility Expenses or other sums due hereunder, will cause
        Lessor to incur costs not contemplated by this Lease, the exact amount
        of such costs being extremely difficult and impracticable to fix. 
        Such costs include, without limitation, processing and accounting
        charges, and late charges that may be imposed on Lessor by the terms
        of any note secured by any encumbrance against the Premises, and late
        charges and penalties due to the late payment of real property taxes
        on the Premises.  Therefore, if any installment of Rent or any other
        sum due from Lessee is not received by Lessor when due, Lessee shall
        promptly pay to Lessor all of the following, as applicable: (a) an
        additional sum equal to ten percent ( 10%) of such delinquent amount
        plus interest on such delinquent amount at the rate equal to the prime
        rate plus three percent (3%) for the time period such payments are
        delinquent as a late charge for every month or portion thereof that
        such sums remain unpaid, (b) the amount of seventy-five dollars ($75)
        for each three-day notice prepared for, or served on, Lessee, (c) the
        amount of fifty dollars ($50) relating to checks for which there are
        not sufficient funds.  The parties agree that this late charge and the
        other charges referenced above represent a fair and reasonable
        estimate of the costs that Lessor will incur by reason of late payment
        by Lessee.  Acceptance of any late charge or other charges shall not
        constitute a waiver by Lessor of Lessee's default with respect to the
        delinquent amount, nor prevent Lessor from exercising any of the other
        rights and remedies available to Lessor for any other breach of Lessee
        under this Lease.  If a late charge or other charge becomes payable
        for any three (3) installments of Rent within any twelve ( 12) month
        period, then Lessor, at Lessor's sole option, can either require the
        Rent be paid quarterly in advance, or be paid monthly in advance by
        cashier's check or by electronic funds transfer. 

        9.   USE OF PREMISES:  The Premises are to be used solely for the uses
             ---------------
        stated on Page I and for no other uses or purposes without Lessor's
        prior written consent.  The use of the Premises by Lessee and its
        agents, invitees and employees shall be subject to, and at all times
        in compliance with, (a) any and all applicable laws, ordinances,
        statutes, orders and regulations as same exist from time to time
        (collectively, the "Laws"), and (b) any and all declarations of
        covenants, conditions and restrictions ("CC&Rs") and any supplement
        thereto which has been or hereafter is recorded in any official or
        public records with respect to the Premises, the Building, the Lot
        and/or the Park, or any portion thereof 

                  Lessee shall not use the Premises or permit anything to be
        done in or about the Premises nor keep or bring anything therein which
        will in any way conflict with any of the requirements of the Board of
        Fire Underwriters or similar body now or hereafter constituted or in
        any way increase the existing rate of or affect any policy of fire or
        other insurance upon the Building or any of its contents, or cause a
        cancellation of any insurance policy.  Lessee 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 of Lessor, other tenants or
        occupants of the Building, other buildings in the Park, or other
        persons or businesses in the Park, or injure or annoy other tenants or
        use or allow the Premises to be used for any improper, immoral,
        unlawful or objectionable purpose, as determined by Lessor, in its
        sole discretion, for the benefit, quiet enjoyment and use by Lessor
        and all other tenants or occupants of the Building or other buildings
        in the Park; nor shall Lessee cause, maintain or permit any private or
        public nuisance in, on or about the Premises, Building, Park and/or
        the Common Area, including, but not limited to, any offensive odors,
        fumes or vibrations.  Lessee shall not damage or deface or otherwise
        commit or suffer to be committed any waste in, upon or about the
        Premises.  Lessee shall not store, nor permit any other person or
        entity to store, any property, equipment, materials, supplies,
        personal property or any other items or goods outside of the Premises. 
        Lessee shall not permit any animals, including, but not limited to,
        any household pets, to be brought or kept in or about the Premises. 
        Lessee shall place no loads upon the floors, walls, or ceilings in
        excess of the maximum designed load permitted by the applicable
        Uniform Building Code or which may damage the Building or outside
        areas; nor place any harmful liquids in the drainage systems; nor dump
        or store waste materials, refuse or other such materials, or allow
        such to remain outside the Building area, except in refuse dumpsters
        or in any enclosed trash areas provided.  Lessee shall honor the terms
        of all recorded CC&Rs relating to the Premises, the Building, the Lot
        and/or the Park Lessee shall honor the rules and regulations set forth
        in EXHIBIT C, attached to and made a part of this Lease, and any other
        reasonable rules and regulations of Lessor now or hereafter enacted
        relating to parking and the operation of the Building and the Park. 
        If Lessee fails to comply with such Laws, CC&Rs, rules and regulations
        or the provisions of this Lease, Lessor shall have the right to
        collect from Lessee a reasonable sum as a penalty, m addition to all
        rights and remedies of Lessor hereunder including, but not limited to,
        the payment by Lessee to Lessor of all Enforcement Expenses and
        Lessor's costs and expenses, if any, to cure any of such failures of
        Lessee, if Lessor, at its sole option, elects to undertake such cure. 

        10.  ALTERATIONS AND ADDITIONS:  Lessee shall not install any signs,
             -------------------------
        fixtures, improvements, nor make or permit any other alterations or
        additions to the Premises without the prior written consent of Lessor. 
        If any such alteration or addition is expressly permitted by Lessor,
        Lessee shall deliver at least twenty (20) days prior notice to Lessor,
        from the date Lessee intends to commence construction, sufficient to
        enable Lessor to post a Notice of Non-Responsibility.  In all events,
        Lessee shall obtain all permits or other governmental approvals prior
        to commencing any of such work and deliver a copy of same to Lessor. 
        All alterations and additions shall be installed by a licensed
        contractor approved by Lessor, at Lessee's sole expense in compliance
        with all applicable Laws, CC&Rs, and Lessor's rules and regulations. 
        Lessee shall keep the Premises and the property on which the Premises
        are situated free from any liens arising out of any work performed,
        materials furnished or obligations incurred by or on behalf of Lessee. 
        As a condition to Lessor's consent to the installation of any fixtures
        or improvements, Lessor may require Lessee to post and obtain a
        completion and indemnity bond for up to one hundred fifty percent (
        150%) of the cost of the work.  Upon termination of this Lease, Lessee
        shall remove all signs, fixtures, furniture and furnishings and if
        requested by Lessor, remove any improvements made by Lessee and repair
        any damage caused by the installation or removal of such signs,
        fixtures, furniture, furnishings and improvements and leave the
        Premises in as good condition as they were in at the time of the
        commencement of this Lease, excepting for reasonable wear and tear. 
        Reasonable wear and tear shall not include any damage or deterioration
        that would have been prevented by proper maintenance by Lessee or
        Lessee otherwise performing all of its obligations under this Lease. 

        11.  REPAIRS AND MAINTENANCE: Lessee shall, at Lessee's sole cost and
             -----------------------
        expense, keep and maintain the Premises and the adjacent Park in good,
        clean and safe condition and repair to the satisfaction of Lessor
        including, but not limited to, repairing any damage caused by Lessee
        or its employees, representatives, agents, invitees, licensees or
        contractors.  Without limiting the generality of the foregoing, Lessee
        shall be solely responsible for maintaining, repairing and replacing
        all interior plumbing and mechanical systems, heating, ventilation and
        air conditioning systems, interior electrical wiring and equipment,
        interior lighting, all interior glass, interior window casements,
        partitions, tenant signage, interior doors and door closers, fixtures,
        equipment, interior painting, and interior walls and floors of the
        Premises.  Lessee's obligation to keep, maintain, preserve and repair
        the Premises and the adjacent Park shall specifically extend to the
        cleanup and removal of any and all Hazardous Materials (hereafter
        defined) occurring in, on or about the Premises. 

                  Subject to the provisions of Paragraphs 6 and 9 of this
        Lease and except for repairs rendered necessary by the active or
        passive negligent acts or omissions of Lessee, its agents, customers,
        employees and invitees, Lessor agrees, at Lessor's expense, subject to
        reimbursement pursuant to Paragraph 6 above, to keep in good repair
        the plumbing and mechanical systems exterior to the Premises, roof
        membranes, signage (exclusive of tenant signage), exterior electrical
        wiring and equipment, exterior lighting, all exterior glass, exterior
        doors and entrances, exterior window casements, exterior doors and
        door closers, exterior painting, and underground utility and sewer
        pipes outside the exterior walls of the Building.  Lessor reserves the
        right, but without the obligation, to procure and maintain the
        heating, ventilation and air conditioning systems maintenance contract
        and if Lessor so elects, Lessee will reimburse Lessor for the cost
        thereof in accordance with the provisions of Paragraph 6 above. 

                  Except for repairs rendered necessary by the active or
        passive negligent acts or omissions of Lessee, its agents, customers,
        employees and invitees, Lessor agrees, at Lessor's sole cost and
        expense, to keep in good repair the structural portions of the floors,
        foundations, exterior walls (exclusive of glass and exterior doors),
        and the structural portions of the roof (excluding the roof membrane)
        of the Building. 

             Except for normal maintenance and repair of the items outlined
        above, Lessee shall have no right of access to or right to install any
        device on the roof of the Building nor make any penetrations of the
        roof of the Building without the express prior written consent of
        Lessor.  If Lessee refuses or neglects to repair and maintain the
        Premises and the adjacent Park properly as required herein and to the
        reasonable satisfaction of Lessor, Lessor may, but without obligation
        to do so, at anytime make such repairs and/or maintenance without
        Lessor having any liability to Lessee for any loss or damage that may
        accrue to Lessee's merchandise, fixtures or other property, or to
        Lessee's business by reason thereof In the event Lessor makes such
        repairs and/or maintenance, upon completion thereof Lessee shall pay
        to Lessor, as additional rent, the Lessor's costs for making such
        repairs and/or maintenance, plus twenty percent (20%) for overhead,
        upon presentation of a bill therefor, plus any Enforcement Expenses. 
        The obligations of Lessee hereunder shall survive the expiration of
        the term of this Lease or the earlier termination thereof Lessee
        hereby waives any right to repair at the expense of Lessor under any
        applicable Laws now or hereafter un effect respecting the Premises. 

        12.  INSURANCE: Lessee shall maintain in full force and effect at all
             ---------
        times during the term of this Lease, at Lessee's sole cost and
        expense, for the protection of Lessee and Lessor, as their interests
        may appear, policies of insurance issued by a carrier or carriers
        acceptable to Lessor and its lender(s) which afford the following
        coverages: (i) worker's compensation: statutory limits; (ii)
        employer's liability: as required by law with a minimum of $1,000,000;
        (iii) comprehensive general liability insurance (occurrence form)
        including blanket contractual liability, broad form property damage,
        premises, personal injury, completed operations, products liability,
        personal and advertising coverage, a plate-glass rider to provide
        coverage for all glass in, on or about the Premises including, without
        limitation, skylights, and fire damage with a combined single limit of
        not less than $2,000,000 per occurrence, and $2,000,000 per occurrence
        per location if Lessee has multiple locations, with deletion of (a)
        the exclusion for operations within fifty (50) feet of a railroad
        track (railroad protective liability), if applicable, and (b) the
        exclusion for explosion, collapse or underground hazard, if
        applicable, and if necessary, Lessee shall provide for restoration of
        the aggregate limit; (iv) comprehensive automobile liability
        insurance:  a combined single limit of not less than $1,000,000 per
        occurrence and insuring Lessee against liability for claims arising
        out of the ownership, maintenance, or use of any owned, hired or
        non-owned automobiles; and (v) "all risk" property insurance including
        boiler and machinery comprehensive form, if applicable, covering
        damage to or loss of any personal property, fixtures and equipment,
        including, without limitation, electronic data processing equipment,
        of Lessee (and coverage for the full replacement cost thereof
        including business interruption of Lessee), together with, if the
        property of Lessee's invitees is to be kept in the Premises,
        warehouser's legal liability or bailee customers insurance for the
        full replacement cost of the property belonging to invitees and
        located in the Premises.  

             Insurance required to be maintained by Lessee shall be written by
        companies licensed to do business in the State of California and
        having a "General Policyholders Rating" of at least A (or such higher
        rating as may be required by a lender having a lien on the Premises)
        as set forth in the most current issue of "Best's Insurance Guide." 
        Lessee shall deliver to Lessor certificates of insurance for all
        insurance required to be maintained by Lessee hereunder at the time of
        execution of this Lease by Lessee.  Lessee shall, at least thirty (30)
        days prior to expiration of each policy, furnish Lessor with
        certificates of renewal or "binders" thereof.  Each certificate shall
        expressly provide that such policies shall not be cancelable or
        otherwise subject to modification except after thirty (30) days prior
        written notice to the parties named as additional insureds as required
        in this Lease (except for cancellation for nonpayment of premium, in
        which event cancellation shall not take effect until at least ten (10)
        days' notice has been given to Lessor).  If Lessee fails to maintain
        any insurance required in this Lease, Lessee shall be liable for all
        losses and costs resulting from such failure. 

             Lessor, any property management company of Lessor for the
        Premises, any lender(s) of Lessor having a lien against the Premises,
        the Building, the Lot or the Park, and any joint venture partners of
        Lessor shall be named as additional insureds under all of the policies
        required in Paragraph 12.(iii) above.  Additionally, such policies
        shall provide for severability of interest.  All insurance to be
        maintained by Lessee shall, except for workers' compensation and
        employer's liability insurance, be primary, without right of
        contribution from insurance maintained by Lessor.  Any umbrella
        liability policy or excess liability policy (which shall be in
        "following form") shall provide that if the underlying aggregate is
        exhausted, the excess coverage will drop down as primary insurance. 
        The limits of insurance maintained by Lessee shall not limit Lessee's
        liability under this Lease. 

        13.  LIMITATION OF LIABILITY AND INDEMNITY:  Except for damage
             -------------------------------------
        resulting from the sole active gross negligence or willful misconduct
        of Lessor or its authorized representatives, Lessee agrees to protect,
        defend (with counsel acceptable to Lessor) and hold Lessor and
        Lessor's lender(s), partners, employees, representatives, legal
        representatives, successors and assigns (collectively, the
        "Indemnitees") harmless and indemnify the Indemnitees from and against
        all liabilities, damages, claims, losses, judgments, charges and
        expenses (including reasonable attorneys' fees, costs of court and
        expenses necessary in the prosecution or defense of any litigation
        including the enforcement of this provision) arising from or in any
        way related to, directly or indirectly, Lessee's use of the Premises
        and/or the Park, or the conduct of Lessee's business, or from any
        activity, work or thing done, permitted or suffered by Lessee in or
        about the Premises, or in any way connected with the Premises or with
        the improvements or personal property therein, including, but not
        limited to, any liability for injury to person or property of Lessee,
        its agents or employees or third party persons.  Lessee agrees that
        the obligations of Lessee herein shall survive the expiration or
        earlier termination of this Lease. 

             Except for damage resulting from the sole active gross negligence
        or willful misconduct of Lessor or its authorized representatives,
        Lessor shall not be liable to Lessee for any loss or damage to Lessee
        or Lessee's property, for any injury to or loss of Lessee's business
        or for any damage or injury to any person from any cause whatsoever,
        including, but not limited to, any acts, errors or omissions by or on
        behalf of any other tenants or occupants of the Building and/or the
        Park.  Lessee shall not, in any event or circumstance, be permitted to
        offset or otherwise credit against any payments of Rent required
        herein for matters for which Lessor may be liable hereunder.  Lessor
        and its authorized representatives shall not be liable for any
        interference with light or air, or for any latent defect in the
        Premises or the Building.  To the fullest extent permitted by law,
        Lessee agrees that neither Lessor nor any of Lessor's lender(s),
        partners, employees, representatives, legal representatives,
        successors and assigns shall at any time or to any extent whatsoever
        be liable, responsible or in any way accountable for any loss,
        liability, injury, death or damage to persons or property which at any
        time may be suffered or sustained by Lessee or by any person(s)
        whomsoever who may at any time be using or occupying or visiting the
        Premises, the Building or the Park. 

        14.  ASSIGNMENT AND SUBLEASING:
             -------------------------

             A. PROHIBITION:  Lessee shall not assign, mortgage, hypothecate,
        encumber, grant any license or concession, pledge or otherwise
        transfer this Lease (collectively, "assignment"), in whole or in part,
        whether voluntarily or involuntarily or by operation of law, nor
        sublet or permit occupancy by any person other than Lessee of all or
        any portion of the Premises without first obtaining the prior written
        consent of Lessor, which shall not be unreasonably withheld.  If
        Lessee seeks to sublet or assign all or any portion of the Premises,
        Lessee shall deliver to Lessor at least thirty (30) days prior to the
        proposed commencement of the sublease or assignment (the "Proposed
        Effective Date") the following: (i) the name of the proposed assignee
        or sublessee; (ii) such information as to such assignee's or
        sublessee's financial responsibility and standing as Lessor may
        reasonably require; and (iii) a copy of the proposed sublease or
        assignment agreement and all agreements collateral thereto, which
        instrument shall include a provision whereby the assignee or sublessee
        assumes all of Lessee's obligations hereunder and agrees to be bound
        by the terms hereof.  As additional rent hereunder, Lessee shall pay
        to Lessor a fee in the amount of five hundred dollars ($500) plus
        Lessee shall reimburse Lessor for actual legal and other expenses
        incurred by Lessor in connection with any request by Lessee for
        Lessor's consent to assignment or subletting.  In the event the
        sublease (1) by itself or taken together with prior sublease(s) covers
        or totals, as the case may be, more than twenty-five percent (25%) of
        the rentable square feet of the Premises or (2) is for a term which by
        itself or taken together with prior or other subleases is greater than
        fifty percent (50%) of the period remaining in the term of this Lease
        as of the time of the Proposed Effective Date, then Lessor shall have
        the right, to be exercised by giving written notice to Lessee, to
        recapture the space described in the sublease.  If such recapture
        notice is given, it shall serve to terminate this Lease with respect
        to the proposed sublease space, or, if the proposed sublease space
        covers all the Premises, it shall serve to terminate the entire term
        of this Lease, m either case as of the Proposed Effective Date. 
        However, no termination of this Lease with respect to part or all of
        the Premises shall become effective without the prior written consent,
        where necessary, of the holder of each deed of trust encumbering the
        Premises or any part thereof If this Lease is terminated pursuant to
        the foregoing with respect to less than the entire Premises, the Rent
        shall be adjusted on the basis of the proportion of square feet
        retained by Lessee to the square feet originally demised and this
        Lease as so amended shall continue thereafter in full force and
        effect.  Each permitted assignee or sublessee shall assume and be
        deemed to assume this Lease and shall be and remain liable jointly and
        severally with Lessee for payment of Rent and for the due performance
        of, and compliance with all the terms, covenants, conditions and
        agreements herein contained on Lessee's part to be performed or
        complied with, for the term of this Lease.  No assignment or
        subletting shall affect the continuing primary liability of Lessee
        (which, following assignment, shall be joint and several with the
        assignee), and Lessee shall not be released from performing any of the
        terms, covenants and conditions of this Lease.  For purposes hereof,
        un the event Lessee is a corporation, partnership, joint venture,
        trust or other entity other than a natural person, any change in the
        direct or indirect ownership of Lessee (whether pursuant to one or
        more transfers) which results in a change of more than fifty percent
        (50%) in the direct or indirect ownership of Lessee shall be deemed to
        be am assignment within the meaning of this Paragraph 14 and shall be
        subject to all the provisions hereof.  Any and all options, first
        rights of refusal, tenant improvement allowances and other similar
        rights granted to Lessee in this Lease, if any, shall not be
        assignable by Lessee unless expressly authorized in writing by Lessor.


             B. EXCESS SUBLEASE RENTAL OR ASSIGNMENT CONSIDERATION: In the
        event of any sublease or assignment of all or any portion of the
        Premises where the rent or other consideration provided for in the
        sublease or assignment either initially or over the term of the
        sublease or assignment exceeds the Rent or pro rata portion of the
        Rent, as the case may be, for such space reserved in the Lease, Lessee
        shall pay the Lessor monthly, as additional rent, at the same time as
        the monthly installments of Rent are payable hereunder, fifty percent
        (50%) of the excess of each such payment of rent or other
        consideration in excess of the Rent called for hereunder. 

             C. WAIVER: Notwithstanding any assignment or sublease, or any
        indulgences, waivers or extensions of time granted by Lessor to any
        assignee or sublessee, or failure by Lessor to take action against any
        assignee or sublessee, Lessee waives notice of any default of any
        assignee or sublessee and agrees that Lessor may, at its option,
        proceed against Lessee without having taken action against or joined
        such assignee or sublessee, except that Lessee shall have the benefit
        of any indulgences, waivers and extensions of time granted to any such
        assignee or sublessee. 

        15.  WAIVER OF SUBROGATION: Lessee waives any right to recover against
             ---------------------
        Lessor for claims for damages to Lessee's property, including, but not
        limited to, personal property, fixtures and equipment, covered by
        insurance.  This provision is intended to waive fully, and for the
        benefit of Lessor, any rights and/or claims which might give rise to a
        right of subrogation in favor of any insurance carrier.  The coverage
        obtained by Lessee pursuant to this Lease shall include, without
        limitation, a waiver of subrogation endorsement attached to the
        certificate of insurance. 

        16.  AD VALOREM TAXES: Prior to delinquency, Lessee shall pay all
             -----------------
        taxes and assessments levied upon trade fixtures, alterations,
        additions, improvements, inventories and personal property located
        and/or installed on or in the Premises by, or on behalf of, Lessee;
        and if requested by Lessor, Lessee shall promptly deliver to Lessor
        copies of receipts for payment of all such taxes and assessments.  To
        the extent any such taxes are not separately assessed or billed to
        Lessee, Lessee shall pay the amount thereof as invoiced by Lessor. 

        17.  SUBORDINATION: Without the necessity of any additional document
             -------------
        being executed by Lessee for the purpose of effecting a subordination,
        and at the election of Lessor or any bona fide mortgagee or deed of
        trust beneficiary with a lien on all or any portion of the Premises or
        any ground lessor with respect to the land of which the Premises are a
        part, this Lease shall be subject and subordinate at all times to: (i)
        all ground leases or underlying leases which may now exist or
        hereafter be executed affecting the Building or the land upon which
        the Building is situated or both, and (ii) the lien of any mortgage or
        deed of trust which may now exist or hereafter be executed in any
        amount for which the Building, the Lot, ground leases or underlying
        leases, or Lessor's interest or estate in any of said items is
        specified as security.  Notwithstanding the foregoing, Lessor or any
        such ground lessor, mortgagee, or any beneficiary shall have the right
        to subordinate or cause to be subordinated any such ground leases or
        underlying leases or any such liens to this Lease.  If any ground
        lease or underlying lease terminates for any reason or any mortgage or
        deed of trust is foreclosed or a conveyance in lieu of foreclosure is
        made for any reason, Lessee shall, notwithstanding any subordination
        and upon the request of such successor to Lessor, attorn to and become
        the Lessee of the successor un interest to Lessor, provided such
        successor in interest will not disturb Lessee's use, occupancy or
        quiet enjoyment of the Premises so long as Lessee is not in default of
        the terms and provisions of this Lease.  The successor in interest to
        Lessor following foreclosure, sale or deed in lieu thereof shall not
        be (a) liable for any act or omission of any prior lessor or with
        respect to events occurring prior to acquisition of ownership; (b)
        subject to any offsets or defenses which Lessee might have against any
        prior lessor; (c) bound by prepayment of more than one (I) month's
        Rent; or (d) liable to Lessee for any Security Deposit not actually
        received by such successor in interest.  Lessee covenants and agrees
        to execute (and acknowledge if required by Lessor, any lender or
        ground lessor) and deliver, within five (5) days of a demand or
        request by Lessor and in the form requested by Lessor, ground lessor,
        mortgagee or beneficiary, any additional documents evidencing the
        priority or subordination of this Lease with respect to any such
        ground leases or underlying leases or the lien of any such mortgage or
        deed of trust.  Lessee's failure to timely execute and deliver such
        additional documents shall, at Lessor's option, constitute a material
        default hereunder.  It is further agreed that Lessee shall be liable
        to Lessor, and shall indemnify Lessor from and against any loss, cost,
        damage or expense, incidental, consequential, or otherwise, arising or
        accruing directly or indirectly, from any failure of Lessee to execute
        or deliver to Lessor any such additional documents.  Lessee hereby
        irrevocably appoints Lessor as attorney-in-fact of Lessee, which
        appointment is coupled with an interest, to execute, deliver and
        record any such documents in the name and on behalf of Lessee. 


        18.  RIGHT OF ENTRY:  Lessee grants Lessor or its agents the right to
             --------------
        enter the Premises at all reasonable times for purposes of inspection,
        exhibition, posting of notices, repair or alteration.  At Lessor's
        option, Lessor shall at all times have and retain a key with which to
        unlock all the doors in, upon and about the Premises, excluding
        Lessee's vaults and safes.  It is further agreed that Lessor shall
        have the right to use any and all means Lessor deems necessary to
        enter the Premises m an emergency.  Lessor shall also have the right
        to place "for rent" and/or "for sale" signs on the outside of the
        Premises.  Lessee hereby waives any claim from damages or for any
        injury or inconvenience to or interference with Lessee's business, or
        any other loss occasioned thereby except for any claim for any of the
        foregoing arising out of the gross active negligent acts or willful
        misconduct of Lessor or its authorized representatives. 

        19.  ESTOPPEL CERTIFICATE:  Lessee shall execute (and acknowledge if
             --------------------
        required by any lender or ground lessor) and deliver to Lessor, within
        five (5) days after Lessor provides such to Lessee, a statement in
        writing certifying that this Lease is unmodified and in full force and
        effect (or, if modified, stating the nature of such modification), the
        date to which the Rent and other charges are paid in advance, if any,
        acknowledging that there are not, to Lessee's knowledge, any uncured
        defaults on the part of Lessor hereunder or specifying such defaults
        as are claimed, and such other matters as Lessor may reasonably
        require.  Any such statement may be conclusively relied upon by Lessor
        and any prospective purchaser or encumbrancer of the Premises. 
        Lessee's failure to deliver such statement within such time shall be
        conclusive upon the Lessee that (a) this Lease is un full force and
        effect, without modification except as may be represented by Lessor;
        (b) there are no uncured defaults in Lessor's performance; and (c) not
        more than one month's Rent has been paid in advance, except in those
        instances when Lessee pays Rent quarterly in advance pursuant to
        Paragraph 8 hereof, then not more than three month's Rent has been
        paid in advance.  Failure by Lessee to so deliver such certified
        estoppel certificate shall be a default of the provisions of this
        Lease.  Lessee shall be liable to Lessor, and shall indemnify Lessor
        from and against any loss, cost, damage or expense, incidental,
        consequential, or otherwise, arising or accruing directly or
        indirectly, from any failure of Lessee to execute or deliver to Lessor
        any such certified estoppel certificate. 

             Lessee hereby irrevocably appoints Lessor as attorney-in-fact of
        Lessee, which appointment is coupled with an interest, to act in
        Lessee's name, place and stead to execute and deliver such estoppel
        certificate on behalf of Lessee. 

        20.  LESSEE'S DEFAULT: The occurrence of any one or more of the
             ----------------
        following events shall, at Lessor's option, constitute a default and
        breach of this Lease by Lessee: 

                       (i)  The vacation or abandonment of the Premises by
                  Lessee for a period of ten (10) consecutive days, and Lessee
                  waives any right to notice Lessee may have under applicable
                  law; 

                  (ii)      The failure by Lessee to make any payment of Rent
             or any other payment required hereunder on the date said payment
             is due; 

                  (iii)     The failure by Lessee to observe, perform or
             comply with any of the conditions, covenants or provisions of
             this Lease (except default in the payment of Rent); provided, if
             such default is susceptible of cure and Lessee has promptly
             commenced the cure of such default and is diligently prosecuting
             such cure to completion, then the same must remain uncured for a
             period, unless otherwise noted herein, of fifteen (15) days after
             written notice; 

                  (iv)      The making of a general assignment by Lessee for
             the benefit of creditors, the filing of a voluntary petition by
             Lessee or the filing of an involuntary petition by any of
             Lessee's creditors seeking the rehabilitation, liquidation, or
             reorganization of Lessee under any law relating to bankruptcy,
             insolvency or other relief of debtors and, in the case of am
             involuntary action, the failure to remove or discharge the same
             within sixty (60) days of such filing, the appointment of a
             receiver or other custodian to take possession of substantially
             all of Lessee's assets or this leasehold, Lessee's insolvency or
             inability to pay Lessee's debts or failure generally to pay
             Lessee's debts when due, any court entering a decree or order
             directing the winding up or liquidation of Lessee or of
             substantially all of Lessee's assets, Lessee taking any action
             toward the dissolution or winding up of Lessee's affairs, the
             cessation or suspension of Lessee's use of the Premises, or the
             attachment, execution or other judicial seizure of substantially
             all of Lessee's assets or this leasehold; 

                  (v)  Lessee's use or storage of Hazardous Materials on the
             Premises other than as permitted by the provisions of Paragraph
             29 below; 

                  (vi)      The making of any material misrepresentation or
             omission by Lessee in any materials delivered by or on behalf of
             Lessee to Lessor pursuant to this Lease; or 

                  (vii)     Lessee's default or other breach of any covenant,
             condition or provision of any lease agreement between Lessee or
             an affiliated entity of Lessee, as the tenant, and Lessor or am
             affiliated entity of Lessor, as landlord, with regard to any and
             all leased premises other than the Premises as described herein. 

        21.  REMEDIES FOR LESSEE'S DEFAULT: In the event of Lessee's default
             -----------------------------
        or breach of the Lease, Lessor may terminate Lessee's right to
        possession of the Premises by any lawful means in which case upon
        delivery of written notice by Lessor this Lease shall terminate on the
        date specified by Lessor in such notice and Lessee shall immediately
        surrender possession of the Premises to Lessor.  In addition, the
        Lessor shall have the immediate right of re-entry whether or not this
        Lease is terminated, and if this right of re-entry is exercised
        following abandonment of the Premises by Lessee, Lessor may consider
        any personal property belonging to Lessee and left on the Premises to
        also have been abandoned.  No re-entry or taking possession of the
        Premises by Lessor pursuant to this Paragraph 21 shall be construed as
        an election to terminate this Lease unless a written notice of such
        intention is given to Lessee.  If Lessor relets the Premises or any
        portion thereof, (i) Lessee shall be liable immediately to Lessor for
        all costs Lessor incurs in reletting the Premises or any part thereof,
        including, without limitation, broker's commissions, expenses of
        cleaning, redecorating, and further improving the Premises and other
        similar costs, and (ii) the rent received by Lessor from such
        reletting shall be applied to the payment of, first, any indebtedness
        from Lessee to Lessor other than Base Rent, Increases in Operating
        Expenses, Increases in Tax Expenses, Increases in Common Area Utility
        Costs, the Trash and Water Charge and Utility Expenses; second, all
        costs including maintenance, incurred by Lessor in reletting; and,
        third, Base Rent, Increases in Operating Expenses, Increases in Tax
        Expenses, Increases in Common Area Utility Costs, the Trash and Water
        Charge and Utility Expenses due under this Lease.  After deducting the
        payments referred to above, any sum remaining from the rental Lessor
        receives from reletting shall be held by Lessor and applied in payment
        of future Rent as Rent becomes due under this Lease.  In no event
        shall Lessee be entitled to any excess rent received by Lessor. 
        Reletting may be for a period shorter or longer than the remaining
        term of this Lease.  No act by Lessor other than giving written notice
        to Lessee shall terminate this Lease.  Acts of maintenance, efforts to
        relet the Premises or the appointment of a receiver on Lessor's
        initiative to protect Lessor's interest under this Lease shall not
        constitute a termination of Lessee's right to possession.  So long as
        this Lease is not terminated, Lessor shall have the right to remedy
        any default of Lessee, to maintain or improve the Premises, to cause a
        receiver to be appointed to administer the Premises and new or
        existing subleases and to add to the Rent payable hereunder all of
        Lessor's reasonable costs in so doing, with interest at the maximum
        rate permitted by law from the date of such expenditure. 

             If Lessee breaches this Lease and abandons the property before
        the end of the term, or if Lessee's right to possession is terminated
        by Lessor because of a breach or default of the Lease, then in either
        such case, Lessor may recover from Lessee all damages suffered by
        Lessor as a result of Lessee's failure to perform its obligations
        hereunder, including, but not limited to, the cost of any tenant
        improvements, and all costs Lessor incurs in reletting the Premises or
        any part thereof, including without limitation, brokerage or leasing
        commissions, expenses of cleaning, redecorating, and further improving
        the Premises and like costs, and the worth at the time of the award
        (computed in accordance with paragraph (3) of Subdivision (a) of
        Section 1951.2 of the California Civil Code) of the amount by which
        the Rent then unpaid hereunder for the balance of the Lease term
        exceeds the amount of such loss of Rent for the same period which
        Lessee proves could be reasonably avoided by Lessor and in such case,
        Lessor prior to the award, may relet the Premises for the purpose of
        mitigating damages suffered by Lessor because of Lessee's failure to
        perform its obligations hereunder; provided, however, that even though
        Lessee has abandoned the Premises following such breach, this Lease
        shall nevertheless continue in full force and effect for as long as
        Lessor does not terminate Lessee's right of possession, and until such
        termination, Lessor shall have the remedy described in Section 1951.4
        of the California Civil Code (Lessor may continue this Lease in effect
        after Lessee's breach and abandonment and recover Rent as it becomes
        due, if Lessee has the right to sublet or assign, subject only to
        reasonable limitations) and may enforce all its rights and remedies
        under this Lease, including the right to recover the Rent from Lessee
        as it becomes due hereunder.  The "worth at the time of the award"
        within the meaning of Subparagraphs (a)(1) and (a)(2) of Section
        1951.2 of the California Civil Code shall be computed by allowing
        interest at the rate of ten percent (10%) per annum.  Lessee waives
        redemption or relief from forfeiture under California Code of Civil
        Procedure Sections 1174 and 1179, or under any other present or future
        law, in the event Lessee is evicted or Lessor takes possession of the
        Premises by reason of any default of Lessee hereunder. 

             The foregoing rights and remedies of Lessor are not exclusive;
        they are cumulative in addition to any rights and remedies now or
        hereafter existing at law, in equity by statute or otherwise, or to
        any equitable remedies Lessor may have, and to any remedies Lessor may
        have under bankruptcy laws or laws affecting creditor's rights
        generally.  In addition to all remedies set forth above, if Lessee
        defaults or otherwise breaches this Lease, any and all Base Rent
        waived by Lessor under Paragraph 3 above shall be immediately due and
        payable to Lessor and all options granted to Lessee hereunder shall
        automatically terminate, unless otherwise expressly agreed to in
        writing by Lessor. 

             The waiver by Lessor of any default or breach of any provision of
        this Lease shall not be deemed or construed a waiver of any other
        breach or default by Lessee hereunder or of any subsequent breach or
        default of this Lease, except for the default specified in the waiver.


        22.  HOLDING OVER: If Lessee holds possession of the Premises after
             ------------
        the expiration of the term of this Lease with Lessor's consent, Lessee
        shall become a tenant from month-to-month upon the terms and
        provisions of this Lease, provided the monthly Base Rent during such
        hold over period shall be 200% of the Base Rent due on the last month
        of the Lease term, payable in advance on or before the first day of
        each month.  Such month-to-month tenancy shall not constitute a
        renewal or extension for any further term.  All options, if any,
        granted under the terms of this Lease shall be deemed automatically
        terminated and be of no force or effect during said month-to-month
        tenancy.  Lessee shall continue m possession until such tenancy shall
        be terminated by either Lessor or Lessee giving written notice of
        termination to the other party at least thirty (30) days prior to the
        effective date of termination.  This paragraph shall not be construed
        as Lessor's permission for Lessee to hold over.  Acceptance of Base
        Rent by Lessor following expiration or termination of this Lease shall
        not constitute a renewal of this Lease. 

        23.  LESSOR'S DEFAULT: Lessor shall not be deemed in breach or default
             ----------------
        of this Lease unless Lessor fails within a reasonable time to perform
        an obligation required to be performed by Lessor hereunder.  For
        purposes of this provision, a reasonable time shall in no event be
        more than twenty (20) days after receipt by Lessor of written notice
        specifying the nature of the obligation, Lessor has not performed;
        provided, however, that if the nature of Lessor's obligation is such
        that more than twenty (20) days, after receipt of written notice, is
        reasonably necessary for its performance, then Lessor shall not be in
        breach or default of this Lease if performance of such obligation is
        commenced within such twenty (20) day period and thereafter diligently
        pursued to completion.

        24.  PARKING: Lessee shall have a license to use the number of
             -------
        undesignated and nonexclusive parking spaces set forth on Page 1. 
        Lessor shall exercise reasonable efforts to insure that such spaces
        are available to Lessee for its use, but Lessor shall not be required
        to enforce Lessee's right to use the same. 

        25.  SALE OF PREMISES: In the event of any sale of the Premises by
             ----------------
        Lessor, Lessor shall be and is hereby entirely released from any and
        all of its obligations to perform or further perform under this Lease
        and from all liability hereunder as of the date 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 or their
        successors in interest or 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 Lessor under this Lease.  Lessee agrees to
        attorn to such new owner provided such new owner does not disturb
        Lessee's use, occupancy or quiet enjoyment of the Premises so long as
        Lessee is not m default of any of the provisions of this Lease. 

        26.  WAIVER: No delay or omission m the exercise of any right or
             ------
        remedy of Lessor on any default by Lessee shall impair such a right or
        remedy or be construed as a waiver. 

             The subsequent acceptance of Rent by Lessor after breach by
        Lessee of any covenant or term of this Lease shall not be deemed a
        waiver of such breach, other than a waiver of timely payment for the
        particular Rent payment involved, and shall not prevent Lessor from
        maintaining an unlawful detainer or other action based on such breach. 


             No payment by Lessee or receipt by Lessor of a lesser amount than
        the monthly Rent and other sums due hereunder shall be deemed to be
        other than on account of the earliest Rent or other sums due, nor
        shall any endorsement or statement on any check or accompanying any
        check or payment be deemed an accord and satisfaction; and Lessor may
        accept such check or payment without prejudice to Lessor's right to
        recover the balance of such Rent or other sum or pursue any other
        remedy provided in this Lease. 

        27.  CASUALTY DAMAGE: If the Premises or any part thereof shall be
             ---------------
        damaged by fire or other casualty, Lessee shall give prompt written
        notice thereof to Lessor.  In case the Building shall be so damaged by
        fire or other casualty that substantial alteration or reconstruction
        of the Building shall, in Lessor's sole opinion, be required (whether
        or not the Premises shall have been damaged by such fire or other
        casualty), Lessor may, at its option, terminate this Lease by
        notifying Lessee in writing of such termination within sixty (60) days
        after the date of such damage, in which event the Rent shall be abated
        as of the date of such damage.  If Lessor does not elect to terminate
        this Lease and provided insurance proceeds and any contributions from
        Lessee, if necessary, are available to fully repair the damage, Lessor
        shall within ninety (90) days after the date of such damage commence
        to repair and restore the Building and shall proceed with reasonable
        diligence to restore the Building (except that Lessor shall not be
        responsible for delays outside its control) to substantially the same
        condition in which it was immediately prior to the happening of the
        casualty; provided, Lessor shall not be required to rebuild, repair,
        or replace any part of Lessee's furniture, furnishings or fixtures and
        equipment removable by Lessee or any improvements, alterations or
        additions installed by or for the benefit of Lessee under the
        provisions of this Lease.  Lessor shall not in any event be required
        to spend for such work am amount in excess of the insurance proceeds
        and any contributions from Lessee, if necessary, actually received by
        Lessor as a result of the fire or other casualty.  Lessor shall not be
        liable for any inconvenience or annoyance to Lessee, injury to the
        business of Lessee, loss of use of any part of the Premises by the
        Lessee or loss of Lessee's personal property resulting in any way from
        such damage or the repair thereof, except that, subject to the
        provisions of the next sentence, Lessor shall allow Lessee a fair
        diminution of Rent during the time and to the extent the Premises are
        unfit for occupancy.  If the Premises or any other portion of the
        Building be damaged by fire or other casualty resulting from the fault
        or active or passive negligence or omissions of Lessee or any of
        Lessee's agents, employees, or invitees, the Rent shall not be
        diminished during the repair of such damage and Lessee shall be liable
        to Lessor for the cost and expense of the repair and restoration of
        the Building caused thereby to the extent such cost and expense is not
        covered by insurance proceeds.  In the event the holder of any
        indebtedness secured by the Premises requires that the insurance
        proceeds be applied to such indebtedness, then Lessor shall have the
        right to terminate this Lease by delivering written notice of
        termination to Lessee within thirty (30) days after the date of notice
        to Lessee of any such event, whereupon all rights and obligations
        shall cease and terminate hereunder. 

             Except as otherwise provided in this Paragraph 27, Lessee hereby
        waives the provisions of Sections 1932(2.), 1933(4.), 1941 and 1942 of
        the California Civil Code. 

        28.  CONDEMNATION: If twenty-five percent (25%) or more of the
             ------------
        Premises is condemned by eminent domain, inversely condemned or sold
        in lieu of condemnation for any public or quasi-public use or purpose
        ("Condemned"), then Lessee or Lessor may terminate this Lease as of
        the date when physical possession of the Premises is taken and title
        vests in such condemning authority, and Rent shall be adjusted to the
        date of termination.  Lessee shall not because of such condemnation
        assert any claim against Lessor or the condemning authority for any
        compensation because of such condemnation, and Lessor shall be
        entitled to receive the entire amount of any award without deduction
        for any estate of interest or interest of Lessee.  If a substantial
        portion of the Premises, Building or the Lot is so Condemned, Lessor
        at its option may terminate this Lease.  If Lessor does not elect to
        terminate this Lease, Lessor shall, if necessary, promptly proceed to
        restore the Premises or the Building to substantially its same
        condition prior to such partial condemnation, allowing for the
        reasonable effects of such partial condemnation, and a proportionate
        allowance shall be made to Lessee, as solely determined by Lessor, for
        the Rent corresponding to the time during which, and to the part of
        the Premises of which, Lessee is deprived on account of such partial
        condemnation and restoration.  Lessor shall not be required to spend
        funds for restoration in excess of the amount received by Lessor as
        compensation awarded. 

        29.  ENVIRONMENTAL MATTERS/HAZARDOUS MATERIALS:
             ------------------------------------------

             1.   As used in this Lease, the term "Hazardous Materials" shall
        mean and include any substance that is or contains (a) any "hazardous
        substance" as now or hereafter defined in SECTION 101(14) of the
        Comprehensive Environmental Response, Compensation, and Liability Act
        of 1980, as amended ("CERCLA")(42 U.S.C. SECTION 9601 ET SEQ.) or any
        regulations promulgated under CERCLA; (b) any "hazardous waste" as now
        or hereafter defined in the Resource Conservation and Recovery Act, as
        amended ("RCRA") (42 U.S.C. SECTION 6901 ET SEQ.) or any regulations
        promulgated under RCRA; (c) any substance now or hereafter regulated
        by the Toxic Substances Control Act, as amended ("TSCA") (15 U.S.C.
        SECTION 2601 ET SEQ.) or any regulations promulgated under TSCA; (d)
        petroleum, petroleum by-products, gasoline, diesel fuel, or other
        petroleum hydrocarbons; (e) asbestos and asbestos-containing material,
        in any form, whether friable or non-friable; (f) polychlorinated
        biphynyls; (g) lead and lead-containing materials; or (h) any
        additional substance, material or waste (A) the presence of which on
        or about the Premises (i) requires reporting, investigation or
        remediation under any Environmental Laws (as hereinafter defined), (u)
        causes or threatens to cause a nuisance on the Leased Premises or any
        adjacent property or poses or threatens to pose a hazard to the health
        or safety of persons on the Leased Premises or any adjacent property,
        or (iii) which, if it emanated or migrated from the Leased Premises,
        could constitute a trespass, or (B) which is now or is hereafter
        classified or considered to be hazardous or toxic under any
        Environmental Laws.

             2.   As used in this Lease, the term "Environmental Laws" shall
        mean and include (a) CERCLA, RCRA and TSCA; and (b) any other federal,
        state or local laws, ordinances, statutes, codes, rules, regulations,
        orders or decrees now or hereinafter in effect relating to (i)
        pollution, (ii) the protection or regulation of human health, natural
        resources or the environment, (iii) the treatment, storage or disposal
        of Hazardous Materials, or (iv) the emission, discharge, release or
        threatened release of Hazardous Materials into the environment.

             3.   Lessee agrees that during its use and occupancy of the
        Premises it will (a) not (i) permit Hazardous Materials to be present
        on or about the Premises except in a manner and quantity necessary for
        the ordinary performance of Lessee's business or (ii) release,
        discharge or dispose of any Hazardous Materials on, in, at, under, or
        emanating from, the Premises or the property in which the Premises are
        located; (b) comply with all Environmental Laws relating to the
        Premises and the use of Hazardous Materials on or about the Premises
        and not engage in or permit others to engage in any activity at the
        Premises in violation of any Environmental Laws; and (c) immediately
        notify Lessor of (i) any inquiry, test, investigation or enforcement
        proceeding by any governmental agency or authority against Lessee,
        Lessor or the Premises relating to any Hazardous Materials or under
        any Environmental Laws or (ii) the occurrence of any event or
        existence of any condition that would cause a breach of any of the
        covenants set forth in this Section 29. 

             4.   If Lessee's use of Hazardous Materials on or about the
        Premises results in a release, discharge or disposal of Hazardous
        Materials on, in, at, under, or emanating from, the Premises or the
        property in which the Premises are located, Lessee agrees to
        investigate, clean up, remove or remediate such Hazardous Materials in
        full compliance with (a) the requirements of (i) all Environmental
        Laws and (ii) any governmental agency or authority responsible for the
        enforcement of any Environmental Laws; and (b) any additional
        requirements of Lessor that are reasonably necessary to protect the
        value of the Premises or the property in which the Premises are
        located. 
              
             5.   Upon reasonable notice to Lessee, Lessor may inspect the
        Premises for the purpose of determining whether there exists on the
        Premises any Hazardous Materials or other condition or activity that
        is in violation of the requirements of this Lease or of any
        Environmental Laws.  Lessee will supply to Lessor such historical and
        operational information regarding the Premises as may be reasonably
        requested to facilitate any such inspection and will make available
        for meetings appropriate personnel having knowledge of such matters. 
        Lessee agrees to give Lessor at least sixty (60) days prior notice of
        its intention to vacate the Premises so that Lessor will have an
        opportunity to perform such an inspection prior to such vacation.  The
        right granted to Landlord herein to perform inspections shall not
        create a duty on Lessor's part to inspect the Premises, or liability
        on the part of Lessor for Lessee's use, storage or disposal of
        Hazardous Materials, it being understood that Lessee shall be solely
        responsible for all liability m connection therewith. 

             6.   Lessor shall have the right, but not the obligation, prior
        or subsequent to am event of default, without in any way limiting
        Lessor's other rights and remedies under this Lease, to enter upon the
        Premises, or to take such other actions as it deems necessary or
        advisable, to investigate, clean up, remove or remediate any Hazardous
        Materials or contamination by Hazardous Materials present on, un, at,
        under, or emanating from, the Premises or the property un which the
        Premises are located in violation of Lessee's obligations under this
        Lease or under any Environmental Laws.  Notwithstanding any other
        provision of this Lease, Lessor shall also have the right, as its
        election, un its own name or as Lessee's agent, to negotiate, defend,
        approve and appeal, at Lessee's expense, any action taken or order
        issued by any governmental agency or authority with regard to any such
        Hazardous Materials or contamination by Hazardous Materials.  All
        costs and expenses paid or incurred by Lessor m the exercise of the
        rights set forth in this Subsection 29 shall be payable by Lessee upon
        demand. 
              
             7.   Lessee shall surrender the Premises to Lessor upon the
        expiration or earlier termination of this Lease free of debris, waste
        or Hazardous Materials placed on or about the Premises by Lessee or
        its agents, employees, contractors or invitees, and in a condition
        which complies with all Environmental Laws. 
              
             8.   Lessee agrees to indemnify and hold harmless Lessor from and
        against any and all claims, losses (including, without limitation,
        loss in value of the Premises or the property un which the Premises
        are located), liabilities and expenses (including reasonable
        attorney's fees) sustained by Lessor attributable to (i) any Hazardous
        Materials placed on or about the Premises by Lessee or its agents,
        employees, contractors or invitees or (ii) Lessee's breach of any
        provision of this Section 29. 
              
             9.   The provisions of this Section 29 shall survive the
        expiration or earlier termination of this Lease. 

        30.  FINANCIAL STATEMENTS: Lessee, for the reliance of Lessor, any
             ---------------------
        lender holding or anticipated to acquire a lien upon the Premises, the
        Building or the Park or any portion thereof, or any prospective
        purchaser of the Building or the Park or any portion thereof, within
        ten (10) days after Lessor's request therefor, but not more often than
        once annually so long as Lessee is not in default of this Lease, shall
        deliver to Lessor the then current audited financial statements of
        Lessee (including interim periods following the end of the last fiscal
        year for which annual statements are available) which statements shall
        be prepared or compiled by a certified public accountant and shall
        present fairly the financial condition of Lessee at such dates and the
        result of its operations and changes in its financial positions for
        the periods ended on such dates.  If an audited financial statement
        has not been prepared, Lessee shall provide Lessor with an unaudited
        financial statement and/or such other information, the type and form
        of which are acceptable to Lessor in Lessor's reasonable discretion,
        which reflects the financial condition of Lessee.  If Lessor so
        requests, Lessee shall deliver to Lessor an opinion of a certified
        public accountant, including a balance sheet and profit and loss
        statement for the most recent prior year, all prepared in accordance
        with generally accepted accounting principles consistently applied. 
        Any and all options granted to Lessee hereunder shall be subject to
        and conditioned upon Lessor's reasonable approval of Lessee's
        financial condition at the time of Lessee's exercise of any such
        option. 

        31.  GENERAL PROVISIONS: 
             -------------------

             (i)  TIME. Time is of the essence in this Lease and with respect
        to each and all of its provisions in which performance is a factor. 

             (ii)      SUCCESSORS AND ASSIGNS. 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. 

             (iii)     RECORDATION. Lessee shall not record this Lease or a
        short form memorandum hereof without the prior written consent of the
        Lessor. 

             (iv)      LESSOR'S PERSONAL LIABILITY. The liability of Lessor
        (which, for purposes of this Lease, shall include Lessor and the owner
        of the Building if other than Lessor) to Lessee for any default by
        Lessor under the terms of this Lease shall be limited to the actual
        interest of Lessor and its present or future partners in the Premises
        or the Building and Lessee agrees to look solely to the Premises for
        satisfaction of any liability and shall not look to other assets of
        Lessor nor seek any recourse against the assets of the individual
        partners, directors, officers, shareholders, agents or employees of
        Lessor; it being intended that Lessor and the individual partners,
        directors, officers, shareholders, agents or employees of Lessor shall
        not be personally liable in any manner whatsoever for any judgment or
        deficiency.  The liability of Lessor under this Lease is limited to
        its actual period of ownership of title to the Building, and Lessor
        shall be automatically released from further performance under this
        Lease and from all further liabilities and expenses hereunder upon
        transfer of Lessor's interest in the Premises or the Building.  Lessee
        agrees to attorn to any entity purchasing or other vise acquiring the
        Premises. 

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

             (vi)      CHOICE OF LAW. This Lease shall be governed by the laws
        of the State of California. 

             (vii)     ATTORNEYS' Fees. In the event any legal action is
        brought to enforce or interpret the provisions of this Lease, the
        prevailing party therein shall be entitled to recover all costs and
        expenses including reasonable attorneys' fees. 

             (viii)    ENTIRE AGREEMENT. This Lease supersedes any prior
        agreements, representations, negotiations or correspondence between
        the parties, and contains the entire agreement of the parties on
        matters covered.  No other agreement, statement or promise made by any
        party that is not in writing and signed by all parties to this Lease
        shall be binding. 

                  (ix)      WARRANTY OF AUTHORITY. Each person executing this
        agreement on behalf of a party represents and warrants that (I) such
        person is duly and validly authorized to do so on behalf of the entity
        it purports to so bind, and (2) if such party is a partnership,
        corporation or trustee, that such partnership, corporation or trustee
        has full right and authority to enter into this Lease and perform all
        of its obligations hereunder. 

             (x)  NOTICES. All notices and demands required or permitted to be
        sent to Lessor or Lessee shall be in writing and shall be sent by
        United States mail, certified and postage prepaid, or by personal
        delivery or by overnight courier, addressed to Lessor at 30 Executive
        Park, Suite 100, Irvine, California 92714, or to Lessee at the
        Premises, or to such other place as such party may designate in a
        notice to the other party given as provided herein.  Notice shall be
        deemed given upon the earlier of actual receipt or the third day
        following deposit in the United States mail. 

             (xi)      JOINT AND SEVERAL. If Lessee consists of more than one
        person or entity, the obligations of all such persons or entities
        shall be joint and several. 

             (xii)     COVENANTS AND CONDITIONS. Each provision to be
        performed by Lessee hereunder shall be deemed to be both a covenant
        and a condition. 

             (xiii)    WAIVER OF JURY TRIAL. The parties hereto shall and they
        hereby do waive trial by jury un any action, proceeding or
        counterclaim brought by either of the parties hereto against the other
        on any matters whatsoever arising out of or in any way related to this
        Lease, the relationship of Lessor and Lessee, Lessee's use or
        occupancy of the Premises, the Building or the Park, and/or any claim
        of injury, loss or damage. 

             (xiv)     COUNTERCLAIMS. In the event Lessor commences any
        proceedings for nonpayment of Rent, or any other sums or amounts due
        hereunder, Lessee shall not interpose any counterclaim of whatever
        nature or description in any such proceedings, provided, however,
        nothing contained herein shall be deemed or construed as a waiver of
        the Lessee's right to assert such claims in any separate action
        brought by Lessee or the right to offset the amount of any final
        judgment owed by Lessor to Lessee. 

        32.  SIGNS: All signs and graphics of every kind visible in or from
             -----
        public view or corridors or the exterior of the Premises shall be
        subject to Lessor's prior written approval and shall be subject to any
        applicable governmental laws, ordinances, and regulations and in
        compliance with Lessor's Sign Criteria as set forth in EXHIBIT E
        hereto and made a part hereof Lessee shall remove all such signs and
        graphics prior to the termination of this Lease.  Such installations
        and removals shall be made in a manner as to avoid damage or
        defacement of the Premises; and Lessee shall repair any damage or
        defacement, including without limitation, discoloration caused by such
        installation or removal.  Lessor shall have the right, at its option,
        to deduct from the Security Deposit such sums as are reasonably
        necessary to remove such signs, including, but not limited to, the
        costs and expenses associated with any repairs necessitated by such
        removal.  Notwithstanding the foregoing, in no event shall any: (a)
        neon, flashing or moving sign(s) or (b) sign(s) which shall interfere
        with the visibility of any sign, awning, canopy, advertising matter,
        or decoration of any kind of any other business or occupant of the
        Building or the Park be permitted hereunder.  Lessee further agrees to
        maintain any such sign, awning, canopy, advertising matter, lettering,
        decoration or other thing as may be approved in good condition and
        repair at all times. 


        33.  MORTGAGEE PROTECTION: Upon any breach or default on the part of
             --------------------
        Lessor, Lessee will give written notice by registered or certified
        mail to any beneficiary of a deed of trust or mortgagee of a mortgage
        covering the Premises who has provided Lessee with notice of their
        interest together with an address for receiving notice, and shall
        offer such beneficiary or mortgagee a reasonable opportunity to cure
        the default (which, in no event shall be more than ninety (90) days),
        including time to obtain possession of the Premises by power of sale
        or a judicial foreclosure, if such should prove necessary to effect a
        cure.  If such breach or default cannot be cured within such time
        period, then such additional time as may be necessary will be given to
        such beneficiary or mortgagee to effect such cure so long as such
        beneficiary or mortgagee has commenced the cure within the original
        time period and thereafter diligently pursues such cure to completion
        in which event this Lease shall not be terminated while such cure is
        being diligently pursued.  Lessee agrees that each lender to whom this
        Lease has been assigned by Lessor is an express third party
        beneficiary hereof Lessee shall not make any prepayment of Rent more
        than one (1) month in advance without the prior written consent of
        each such lender, except if Lessee is required to make quarterly
        payments of Rent in advance pursuant to the provisions of Paragraph 8
        above.  Lessee waives the collection of any deposit from such
        lender(s) or any purchaser at a foreclosure sale of such lender(s)'
        deed of trust unless the lender(s) or such purchaser shall have
        actually received and not refunded the deposit.  Lessee agrees to make
        all payments under this Lease to the lender with the most senior
        encumbrance upon receiving a direction, in writing, to pay said
        amounts to such lender.  Lessee shall comply with such written
        direction to pay without determining whether an event of default
        exists under such lender's loan to Lessor. 


        34.  QUITCLAIM: Upon any termination of this Lease, Lessee shall, at
             --------
        Lessor's request, execute, have acknowledged and deliver to Lessor a
        quitclaim deed of Lessee's interest in and to the Premises. 


        35.  MODIFICATIONS FOR LENDER: If, in connection with obtaining
             -------------------------
        financing for the Premises or any portion thereof, Lessor's lender
        shall request reasonable modification(s) to this Lease as a condition
        to such financing, Lessee shall not unreasonably withhold, delay or
        defer its consent thereto, provided such modifications do not
        materially adversely affect Lessee's rights hereunder or the use,
        occupancy or quiet enjoyment of Lessee hereunder. 


   <PAGE> 

        36.  WARRANTIES OF LESSEE: Lessee hereby warrants and represents to
             ---------------------
        Lessor, for the express benefit of Lessor, that Lessee has undertaken
        a complete and independent evaluation of the risks inherent in the
        execution of this Lease and the operation of the Premises for the use
        permitted hereby, and that, based upon said independent evaluation,
        Lessee has elected to enter into this Lease and hereby assumes all
        risks with respect thereto.  Lessee hereby further warrants and
        represents to Lessor, for the express benefit of Lessor, that in
        entering into this Lease, Lessee has not relied upon any statement,
        fact, promise or representation (whether express or implied, written
        or oral) not specifically set forth herein in writing and that any
        statement, fact, promise or representation (whether express or
        implied, written or oral) made at any time to Lessee, which is not
        expressly incorporated herein in writing, is hereby waived by Lessee. 


        37.  COMPLIANCE WITH AMERICANS WITH DISABILITIES ACT: Lessor and
             -----------------------------------------------
        Lessee hereby agree and acknowledge that the Premises, the Building
        and/or the Park may be subject to the requirements of the Americans
        with Disabilities Act (the "ADA"), a federal law codified at 42 U.S.C.
        12101 et seq, including, but not limited to Title 111 thereof, all
        regulations and guidelines related thereto, and any amendments thereof
        Any Tenant Improvements to be constructed hereunder shall be in
        compliance with the requirements of the ADA, and all costs incurred
        for purposes of compliance therewith shall be a part of and included
        in the costs of the Tenant Improvements.  Lessee is responsible for
        conducting its own independent investigation of this matter.  Except
        for the construction of any Tenant Improvements, for which Lessee
        shall be solely responsible for compliance with the ADA, if any
        barrier removal work or other work is required to the Building, the
        Common Area or the Park under Title 111 of the ADA, then such work
        shall be performed by Lessor; provided, if such work is required under
        the ADA as a result of Lessee's use of the Premises or any work or
        alteration made to the Premises by or on behalf of Lessee, then such
        work shall be performed by Lessor at the sole cost and expense of
        Lessee.  Except as otherwise provided in this provision, Lessee shall
        be responsible at its sole cost and expense for fully and faithfully
        complying with all applicable requirements of the ADA. 


        38.  BROKERAGE COMMISSION: Lessee hereby represents and warrants to
             --------------------
        Lessor that Lessee's sole contact with Lessor or with the Premises in
        connection with this Lease has been directly with Lessor and the
        Broker (as set forth on Page 1), and that no other broker or finder
        cam properly claim a right to a commission or a finder's fee based
        upon contacts between the claimant and Lessee.  Lessee shall
        indemnify, defend by counsel acceptable to Lessor, protect and hold
        Lessor harmless from and against any loss, liability, suit, judgment,
        cost or expense, including, but not limited to, experts' and
        attorneys' fees and costs, arising from or relating to any claim for a
        fee or commission by any broker or finder in connection with the
        Premises and this Lease other than Broker, if any. 

             IN WITNESS WHEREOF, this Lease is executed on the date and year
        first written above.


        LESSOR:
        ------

        AETNA LIFE INSURANCE COMPANY, 
        A CONNECTICUT CORPORATION

        By:  Allegis Realty Investors, LLC
             Its Investment Advisor

             By:______________________________
                Julia Viskanta, Vice President

             Date:___________________________


        LESSEE:

        EIF HOLDINGS, INC., 
        A HAWAII CORPORATION

        By:_________________

        Its:________________

        Date:_______________


   <PAGE> 


                                      EXHIBIT C

                                RULES AND REGULATIONS

        1.   Lessee shall not suffer or permit the obstruction of any Common
             Areas, including driveways, walkways and stairways.

        2.   Lessor reserves the right to refuse access to any persons Lessor
             in good faith judges to be a threat to the safety, reputation, or
             property of the Project and its occupants. 

        3.   Lessee shall not make or permit any noise or odors that annoy or
             interfere with other lessees or persons having business within
             the Project. 

        4.   Lessee shall not keep animals or birds within the Project, and
             shall not bring bicycles, motorcycles or other vehicles into
             areas not designated as authorized for the same. 

        5.   Lessee shall not make, suffer or permit litter except in
             appropriate receptacles for that purpose. 

        6.   Lessee shall not alter any lock or install new or additional
        locks or bolts, without Lessor's written prior consent. 

        7.   Lessee shall be responsible for the inappropriate use of any
             toilet rooms, plumbing or other utilities.  No foreign substances
             of any kind are to be inserted therein. 

        8.   Lessee shall not deface the walls, partitions or other surfaces
             of the premises of the Project.  

        9.   Lessee shaD not suffer or permit any thing in or around the
             Premises or Building that causes excessive vibration or floor
             loading in any part of the Project. 

        10.  Lessee shall return all keys at the termination of its tenancy
             and shall be responsible for the cost of replacing any keys that
             are lost. 

        11.  No window coverings, shades or awnings shall be installed or used
             by Lessee, without Lessor's written prior consent. 

        12.  No Lessee, employee or Invitee shall go upon the roof of the
             Building without Lessor's written prior consent.  

        13.  Lessee shall not suffer or permit smoking or carrying of lighted
             cigars or cigarettes in areas reasonably designated by Lessor or
             by applicable governmental agencies as non-smoking areas.  

        14.  Lessee shall not use any method of heating or air conditioning
             other than as provided by Lessor. 

        15.  Lessee shall not install, maintain or operate any vending
             machines upon the Premises without Lessor's written consent. 

        16.  The Premises shall not be used for lodging, cooking or food
             preparation. 

        17.  Lessee shall comply with all safety, fire protection and
             evacuation regulations established by Lessor or any applicable
             governmental agency. 

        18.  Lessor reserves the right to waive any one of these rules or
             regulations, and/or as to any particular Lessee, and any such
             waiver shaD not constitute a waiver of any other rule or
             regulation or any subsequent application thereof to such Lessee. 

        19.  Lessee assumes all risks from theft or vandalism and agrees to
             keep its Premises locked as may be required. 

        20.  Lessor reserves the right to make such other reasonable rules and
             regulations as it may from time to time deem necessary for the
             appropriate operation and safety of the Project and its
             occupants. Lessee agrees to abide by these and such rules and
             regulations. 

                                    PARKING RULES


        1.   Lessee shall not permit or allow any vehicles that belong to or
             are controlled by Lessee or Lessee's employees, suppliers,
             shippers, customers, or invitees to be loaded, unloaded, or
             parked in areas other than those designated by Lessor for such
             activities. 

        2.   Users of the parking area will obey all posted signs and park
             only in the areas designated for vehicle parking. 

        3.   Unless otherwise instructed, every person using the parking area
             is required to park and lock his own vehicle.  Lessor will not be
             responsible for any damage to vehicles, injury to persons or loss
             of property, all of which risks are assumed by the party using
             the parking area. 

        4.   The maintenance, washing, waxing or cleaning of vehicles in the
             Common Area is prohibited.  

        5.   Lessee shall be responsible for seeing that all of its employees,
             agents and invitees comply with the applicable parking rules,
             regulations, laws and agreements. 

        6.   Lessor reserves the right to modify these rules and/or adopt such
             other reasonable and non-discriminatory rules and regulations as
             it may deem necessary for the proper operation of the parking
             area. 

                                                     LESSOR'S INITIALS: 

                                                     LESSEE'S INITIALS: 

   <PAGE>

                                      EXHIBIT E

                                    SIGN CRITERIA



        Any exterior signage planned by Lessee is subject to the prior written
        approval by Lessor and approval by the City of Anaheim or the
        applicable governmental agency.  Any approved exterior signage must be
        installed by a State of California licensed contractor that adequately
        meets Lessor's bonding and insurance requirements.  Lessor's consent
        to Lessee's exterior signage shall not be unreasonably withheld.



                                                     LESSOR'S INITIALS: 

                                                     LESSEE'S INITIALS: 


   <PAGE> 

                                      EXHIBIT F

                      HAZARDOUS MATERIALS DISCLOSURE CERTIFICATE



      Your cooperation in this matter is appreciated.  Initially, the
      information provided by you in this Hazardous Materials Disclosure
      Certificate is necessary for the Lessor (identified below) to evaluate and
      finalize a lease agreement with you as lessee.  After a lease agreement is
      signed by you and the Lessor (the "Lease Agreement"), on an annual basis
      in accordance with the provisions of Paragraph 29 of the signed Lease
      Agreement, you are to provide an update to the information initially
      provided by you in this certificate.  The information contained in the
      initial Hazardous Materials Disclosure Certificate and each annual
      certificate provided by you thereafter will be maintained in
      confidentiality by Lessor subject to release and disclosure as required by
      (i) any lenders and owners and their respective environmental consultants,
      (ii) any prospective purchaser(s) of all or any portion of the property on
      which the Premises are located, (iii) Lessor to defend itself or its
      lenders, partners or representatives against any claim or demand, and (iv)
      any laws, rules, regulations, orders, decrees, or ordinances, including,
      without limitation, court orders or subpoenas.  Any and all capitalized
      terms used herein, which are not otherwise defined herein, shall have the
      same meaning ascribed to such term in the signed Lease Agreement.  Any
      questions regarding this certificate should be directed to, and when
      completed, the certificate should be delivered to: 

      Lessor: Aetna Life Insurance Company,
           a Connecticut corporation

           c/o Lincoln Property Company Management Services, Inc.
           P.O.Box 19693
           30 Executive Park, Suite 100
           Irvine, California 92713-9693
           Attn: Susan Ritschel
           Phone: (714) 261-2100

      Name of Lessee:     EIF Holdings, Inc. 

      Mailing Address:    475 N. Muller Avenue, Anaheim, CA 92801

      Contact Person, Title and Telephone Number(s): ____________________


      Contact Person for Hazardous Waste Materials Management and Manifests and
      Telephone Number(s): 

      ______________________________________________________________________

      Address of Premises:          475 N. Muller Avenue
                                    Anaheim, CA 92801

      Length of Initial Term:       Sixty-five (65) months. 

      1.   GENERAL INFORMATION: 

           Describe the initial proposed operations to take place in, on, or
           about the Premises, including, without limitation, principal products
           processed, manufactured or assembled services and activities to be
           provided or otherwise conducted.  Existing lessees should describe
           any proposed changes to on-going operations. 

              ____________________
              ____________________

      2.   USE, STORAGE AND DISPOSAL OF HAZARDOUS MATERIALS

           2.1  Will any Hazardous Materials be used, generated, stored or
                disposed of in, on or about the Premises? Existing lessees
                should describe any Hazardous Materials which continue to be
                used, generated, stored or disposed of in, on or about the
                Premises. 

              Wastes                Yes / /        No / /
              Chemical Products     Yes / /        No / /
              Other                 Yes / /        No / /

              If Yes is marked, please explain: _______________________
              _________________________________________________________
              ____________________________________________________________

           2.2  If Yes is marked in Section 2.1, attach a list of any Hazardous
                Materials to be used, generated, stored or disposed of in, on or
                about the Premises, including the applicable hazard class and an
                estimate of the quantities of such Hazardous Materials at any
                given time; estimated annual throughput; the proposed
                location(s) and method of storage (excluding nominal amounts of
                ordinary household cleaners and janitorial supplies which are
                not regulated by any Environmental Laws); and the proposed
                location(s) and method of disposal for each Hazardous Material,
                including, the estimated frequency, and the proposed contractors
                or subcontractors.  Existing lessees should attach a list
                setting forth the information requested above and such list
                should include actual data from ongoing operations and the
                identification of any variations in such information from the
                prior year's certificate. 

      3.   STORAGE TANKS AND SUMPS

           3.1  Is any above or below ground storage of gasoline, diesel,
                petroleum, or other Hazardous Materials in tanks or sumps
                proposed in, on or about the Premises? Existing lessees should
                describe any such actual or proposed activities. 

                     Yes / /           No / /

              If Yes is marked, please explain: _______________________
              _________________________________________________________
              ____________________________________________________________

      4.   WASTE MANAGEMENT

           4.1  Has your company been issued an EPA Hazardous Waste Generator
                I.D. Number? Existing lessees should describe any additional
                identification numbers issued since the previous certificate. 

                     Yes / /        No / /

           4.2  Has your company filed a biennial or quarterly reports as a
                hazardous waste generator? Existing lessees should describe any
                new reports filed. 

                     Yes / /        No / /

              If yes, attach a copy of the most recent report filed.

      5.   WASTEWATER TREATMENT AND DISCHARGE

           5.1  Will your company discharge wastewater or other wastes to:

              ________storm drain?       _________sewer? 
              ________surface water?     ________ no wastewater or other wastes
                                                   discharged.

              Existing lessees should indicate any actual discharges.  If so,
              describe the nature of any proposed or actual discharge(s). 

           5.2  Will any such wastewater or waste be treated before discharge?

                     Yes / /        No / /

              If yes, describe the type of treatment proposed to be conducted.
              Existing lessees should describe the actual treatment conducted. 
              ________________________________________________________________
           ___________________________________________________________________

      6.   AIR DISCHARGES

           6.1  Do you plan for any air filtration systems or stacks to be used
                in your company's operations in, on or about the Premises that
                will discharge into the air; and will such air emissions be
                monitored? Existing lessees should indicate whether or not there
                are any such air filtration systems or stacks in use in, on or
                about the Premises which discharge into the air and whether such
                air emissions are being monitored. 

                     Yes / /        No / /

              If yes, please describe:
              _________________________________________________________


      6.2  Do you propose to operate any of the following types of equipment, or
           any other equipment requiring an air emissions permit? Existing
           lessees should specify any such equipment being operated in, on or
           about the Premises. 

           ______Spray booth(s)    _____Incinerator(s) 
           ______Dip tank(s)       _____Other (Please describe) 
           _____ Drying oven(s)    ____ No Equipment Requiring Air Permits

           If yes, please describe:
           ____________________________________________________
           ____________________________________________________

      7.   HAZARDOUS MATERIALS DISCLOSURES

           7.1  Has your company prepared or will it be required to prepare a
                Hazardous Materials management plan ("Management Plan") pursuant
                to Fire Department or other governmental or regulatory agencies'
                requirements? Existing lessees should indicate whether or not a
                Management Plan is required and has been prepared. 

                          Yes / /        No / /

              If yes, attach a copy of the Management Plan.  Existing lessees
              should attach a copy of any required updates to the Management
              Plan. 

           7.2  Are any of the Hazardous Materials, and in particular chemicals,
                proposed to be used in your operations in, on or about the
                Premises regulated under Proposition 65? Existing lessees should
                indicate whether or not there are any new Hazardous Materials
                being so used which are regulated under Proposition 65. 

                          Yes / /        No / /

              If yes, please explain:
           ____________________________________________________
           ____________________________________________________

      8.   ENFORCEMENT ACTIONS AND COMPLAINTS

           8.1  With respect to Hazardous Materials or Environmental Laws, has
                your company ever been subject to any agency enforcement
                actions, administrative orders, or consent decrees or has your
                company received requests for information, notice or demand
                letters, or any other inquiries regarding its operations?
                Existing lessees should indicate whether or not any such
                actions, orders or decrees have been, or are in the process of
                being, undertaken or if any such requests have been received. 

                          Yes / /        No / /

              If yes, describe the actions, orders or decrees and any
              continuing compliance obligations imposed as a result of these
              actions, orders or decrees and also describe any requests,
              notices or demands, and attach a copy of all such documents. 
              Existing lessees should describe and attach a copy of any new
              actions, orders, decrees, requests, notices or demands not
              already delivered to Lessor pursuant to the provisions of
              Paragraph 29 of the signed Lease Agreement.  


           8.2  Have there ever been, or are there now pending, any lawsuits
                against your company regarding any environmental or health and
                safety concerns? 

                          Yes / /        No / /

              If yes, describe any such lawsuits and attach copies of the
              complaint(s), cross-complaint(s), pleadings and all other
              documents related thereto as requested by Lessor.  Existing
              lessees should describe and attach a copy of any new
              complaint(s), cross-complaint(s), pleadings and other related
              documents not already delivered to Lessor pursuant to the
              provisions of Paragraph 29 of the signed Lease Agreement. 

              ____________________________________________________________
              ____________________________________________________________


           8.3  Have there been any problems or complaints from adjacent
                tenants, owners or other neighbors at your company's current
                facility with regard to environmental or health and safety
                concerns? Existing lessees should indicate whether or not there
                have been any such problems or complaints from adjacent tenants,
                owners or other neighbors at, about or near the Premises. 

                     Yes / /        No / /

              If yes, please describe.  Existing lessees should describe any
              such problems or complaints not already disclosed to Lessor under
              the provisions of the signed Lease Agreement. 

              ____________________________________________________________
              ____________________________________________________________

           9. PERMITS AND LICENSES

              9.1    Attach copies of all Hazardous Materials permits and
                     licenses issued to your company with respect to its
                     proposed operations in, on or about the Premises,
                     including, without limitation, any wastewater discharge
                     permits, air emissions permits, and use permits or
                     approvals.  Existing lessees should attach copies of any
                     new permits and licenses as well as any renewals of permits
                     or licenses previously issued. 

      The undersigned hereby acknowledges and agrees that this Hazardous
      Materials Disclosure Certificate is being delivered in connection with,
      and as required by, Lessor in connection with the evaluation and
      finalization of a Lease Agreement and will be attached thereto as an
      exhibit.  The undersigned further acknowledges and agrees that this
      Hazardous Materials Disclosure Certificate is being delivered in
      accordance with, and as required by, the provisions of Paragraph 29 of the
      Lease Agreement.  The undersigned further acknowledges and agrees that the
      Lessor and its partners, lenders and representatives may, and will, rely
      upon the statements, representations, warranties, and certifications made
      herein and the truthfulness thereof in entering into the Lease Agreement
      and the continuance thereof throughout the term, and any renewals thereof,
      of the Lease Agreement.  I (print name)                           , acting
      with full authority to bind the (proposed) Lessee and on behalf of the
      (proposed) Lessee, certify, represent and warrant that the information
      contained in this certificate is true and correct. 

      LESSEE:

      EIF HOLDINGS, INC., 
      A HAWAII CORPORATION:

      By:____________________

      Its:___________________

      Date:__________________


 <PAGE> 



                                      EXHIBIT G

                             CHANGE OF COMMENCEMENT DATE


                          FIRST AMENDMENT TO LEASE AGREEMENT


      This First Amendment to Lease Agreement (the "Amendment") is made as of
      __________________ 19__ , by and between ____________ ("Lessor") and 
      _____________ a _______________ ("Lessee") with reference to that certain
      Lease Agreement (the "Lease"), dated __, by and between Lessor and Lessee
      for the leasing of certain premises (the "Premises") located at
      _____________, ____________ California.

      A.   Lessor and Lessee hereby agree that the Lease shall be amended as
           follows:

           1. The Commencement Date shall be _______________.

           2. The last date of the term of the Lease shall be ________________.

           3. The rent waiver period shall be ___________________.

           4. The rent start date shall be ___________________.

           5. The dates on which the Base Rent will be adjusted are:

                ______________________
                ______________________
                ______________________

      B.   Lessor and Lessee hereby further agree that the Lease is in full
      force and effect, and that the terms and provisions of the Lease shall
      remain unchanged except as modified in this Amendment.


      LESSOR:

      ___________________________,
      a _________________________


      By:________________________

      Its:_______________________

      Dated:_____________________


      LESSEE:

      ___________________________,
      a _________________________


      By:________________________

      Its:_______________________

      Dated:_____________________

                                                    LESSOR'S INITIALS:          
                                                    LESSEE'S INITIALS:          

 <PAGE> 


                                      EXHIBIT H

                                       GUARANTY

        IN CONSIDERATION of and as an inducement for the granting, execution
        and delivery by Aetna Life Insurance Company, a Connecticut
        corporation, as lessor ("Lessor"), of the Lease Agreement (the
        "Lease") dated January 9, 1997, with EIF Holdings, Inc., a Hawaii
        corporation, as lessee ("Lessee"), relating to the leasing and use of
        those certain premises located at 475 N. Muller, Anaheim, California
        92801, as more particularly described in the Lease (the "Premises"),
        the undersigned, American Eco Corporation, an Ontario, Canada
        corporation ("Guarantor"), hereby covenants and agrees as follows: 

        1.   Guarantor unconditionally and irrevocably guarantees to Lessor
        the full and prompt payment of Rent (as such term is defined in the
        Lease) and any and all other sums and charges payable by Lessee under
        the Lease, and hereby unconditionally and irrevocably guarantees the
        full, faithful and timely performance and observance of all the
        covenants, terms, conditions and agreements required to be performed
        and observed by Lessee under the Lease and any amendment, modification
        or renewal thereof. 

        2.   Guarantor hereby covenants and agrees to and with Lessor that if
        a default shall at any time be made by Lessee in the payment of any
        such Rent or other such sums and charges payable by Lessee under the
        Lease, or if Lessee should default in the performance and observance
        of any of the terms, covenants, provisions or conditions contained in
        the Lease or, should Rent or other sums and charges not be paid or
        terms, covenants, provisions and conditions not be performed in the
        event of a Financial Proceeding (as defined in Paragraph 10 below),
        Guarantor shall and forthwith pay such Rent and other such sums and
        charges and any arrears thereof (including, without limitation,
        damages, interest, costs, fees, attorneys' fees and expenses)
        (collectively, the "Lease Amounts"), and shall and will forthwith pay
        all Lease Amounts that (a) may arise in connection with or otherwise
        relate to any default by Lessee under the Lease and/or any enforcement
        of this Guaranty, or (b) would have accrued under the Lease but for
        the commencement of a Financial Proceeding. 

        3.   Guarantor's obligations under this Guaranty shall be binding on
        Guarantor's successors and assigns.  All references in this Guaranty
        (a) to Lessor and Lessee shall include their successors, assigns or
        subtenants, as the case may be, (b) to Lessee, shall also include any
        entity created by or pursuant to any Financial Proceeding; and (c) to
        Lessee, shall include any successors in interest to Lessee (whether or
        not directly succeeding Lessee) by reason of an Event of
        Reorganization (as defined in Paragraph 10 below). 

        4.   The provisions of the Lease may be changed by agreement between
        Lessor and Lessee without the consent of or notice to Guarantor.  The
        provisions of the Lease may be changed by agreement between Lessor and
        any permitted assignee of Lessee or any subsequent assignee without
        the consent of or notice to Guarantor.  The Lease may be assigned by
        Lessor or Lessee, and the Premises, or a portion thereof, may be
        sublet by Lessee, all in accordance with the provisions of the Lease,
        without the consent of or notice to Guarantor.  This Guaranty shall
        guarantee the performance of the Lease so assigned.  Without limiting
        the generality of the foregoing, Guarantor waives the rights and
        benefits of California Civil Code Sections 2819 and 2820 with respect
        to any change to the Lease between Lessor and Lessee, and with respect
        to any change to the Lease between Lessor and any permitted assignee
        of Lessee or any subsequent assignees, and agrees that by doing so
        Guarantor's liability shall continue even if (a) Lessor and Lessee
        alter any Lease obligations, or Lessor and any permitted assignee of
        Lessee or any subsequent assignees alter the Lease obligation, or (b)
        Guarantor's remedies or rights against Lessee are impaired or
        suspended without Guarantor's consent by such alteration of Lease
        obligations 

        5.   This Guaranty shall not be modified or affected by Lessor's
        failure or delay from time to time to enforce any of its rights under
        either the Lease or this Guaranty. 

        6.   If Lessee breaches or otherwise is in default under the Lease,
        Lessor may proceed against either Guarantor or Lessee, or both, or
        Lessor may enforce against Guarantor or Lessee any rights that Lessor
        has under the Lease, in equity or under applicable law.  If the Lease
        terminates and Lessor has any rights against Lessee after termination,
        Lessor may enforce those rights against Guarantor, without giving
        previous notice to Lessee or Guarantor.  Guarantor hereby agrees that
        no notice of default need be given to Guarantor, it being specifically
        agreed and understood that this Guaranty of the undersigned is a
        continuing guarantee under which Lessor may proceed forthwith and
        immediately against Lessee or against Guarantor following any breach
        or default by Lessee. 

        7.   Guarantor hereby waives all benefits and defenses under
        California Civil Code Sections 2845, 2848, 2849 and 2850, including
        without limitation: (a) the right to require Lessor to proceed against
        Lessee, proceed against or exhaust any security that Lessor holds from
        Lessee, or pursue any other remedy in Lessor's power; (b) any defense
        to its obligations hereunder based on the termination of Lessee's
        liability; (c) all presentments, demands for performance, notices of
        nonperformance, protests, notices of protest, notices of dishonor, and
        notices of acceptance of this Guaranty; and (d) all notices of the
        existence, creation, or incurring of new or additional obligations. 
        Lessor shall have the right to enforce this Guaranty regardless of the
        acceptance of additional security from Lessee and regardless of the
        release or discharge of Lessee by Lessor or by others, or by operation
        of any law. 

        8.   The obligations of Lessee under the Lease to execute and deliver
        estoppel certificates and applicable financial statements, if any,
        shall be interpreted to also require such documents from Guarantor
        with respect to this Guaranty within the same time periods prescribed
        in the Lease, except that such certificates and statements shall be
        with regard to the Guaranty, not the Lease. 

        9.   Guarantor's liability hereunder shall continue until all sums due
        and owing Lessor under the Lease have been paid and all obligations of
        Lessee to be performed under the Lease have been performed, all to the
        satisfaction of Lessor. 

        10.  The obligations of Guarantor under this Guaranty shall remain in
        full force and effect and Guarantor shall not be discharged by any of
        the following events with respect to Lessee or Guarantor: (a)
        insolvency, bankruptcy, reorganization arrangement, adjustment,
        composition, assignment for the benefit of creditors, liquidation,
        winding up or dissolution (each, a "Financial Proceeding"); (b) any
        merger, acquisition, consolidation or change in entity structure, or
        any sale, lease, transfer, or other disposition of any entity's
        assets, or any sale or other transfer of interests in the entity
        (each, an "Event of Reorganization"), or (c) any sale, exchange,
        assignment, hypothecation or other transfer, in whole or in part, of
        Lessor's interest in the Premises or the Lease.  Nothing in this
        Paragraph 10 shall diminish the effect of any subsequent written
        agreement between Guarantor and Lessor. 

        11.  Guarantor hereby represents and warrants that it has executed
        this Guaranty based solely on its independent investigation of
        Lessee's financial condition.  Guarantor hereby assumes responsibility
        for keeping informed of Lessee's financial condition and all other
        circumstances affecting Lessee's performance of its obligations under
        the Lease.  Absent a written request for such information by
        Guarantor, Lessor shall have no duty to advise Guarantor of any
        information known to it regarding such financial condition or
        circumstances. 

        12.  Guarantor further agrees that it may be joined in any action
        against Lessee in connection with the said obligations of Lessee and
        recovery may be had against Guarantor in any such action.  Guarantor
        hereby expressly waives the benefits and defenses under California
        Civil Code Sections 2821, 2839, 2847, 2848, 2849 and 2855 to the
        fullest extent permitted by applicable law.  Guarantor agrees not to
        exercise any of its rights of subrogation or reimbursement against
        Lessee until after all amounts due and owing under the Lease have been
        paid.  If the foregoing waiver is determined by a court of competent
        jurisdiction to be void or voidable, Guarantor agrees to subordinate
        its rights of subrogation and reimbursement against Lessee to Lessor's
        rights against Lessee under the Lease. 

        13.  Guarantor hereby represents and warrants that, as of the date of
        the execution of this Guaranty by Guarantor, there is no action or
        proceeding pending or, to Guarantor's knowledge after due inquiry,
        threatened against Guarantor before any court or administrative agency
        which could adversely affect the Guarantor's financial condition.  The
        foregoing representation and warranty shall survive the execution and
        delivery of this Guaranty and is expressly made for the benefit of
        Lessor, and Lessor's partners, lenders, representatives, successors
        and assigns. 

        14.  This Guaranty shall be one of payment and performance and not of
        collection.  If there is more than one undersigned Guarantor, the term
        Guarantor, as used herein, shall include and be binding upon each and
        every one of the undersigned, and each of the undersigned shall be
        jointly and severally liable hereunder.  If there is more than one
        undersigned Guarantor, Lessor shall have the right to join one or all
        of them in any proceeding or to proceed against them in any order. 

        15.  Guarantor shall indemnify, defend (with counsel acceptable to
        Lessor), protect and hold harmless Lessor, and Lessor's partners,
        lenders, representatives, successors and assigns from and against all
        liabilities, losses, claims, demands, judgments, expenses and costs
        (including all attorneys' fees and costs to enforce any of the terms
        of this Guaranty or otherwise awarded hereunder) arising from or in
        any way related to any failure by Lessee or Guarantor to pay Rent and
        any and all other sums and charges payable by Lessee under the Lease,
        or to fully, faithfully and timely perform and observe all the
        covenants, terms, conditions and agreements required to be performed
        and observed by Lessee under the Lease. 

        16.  The term "Lease" whenever used in this Guaranty shall be deemed,
        and interpreted so as, to also include any renewals or extensions of
        the initial or renewal term(s), as the case may be, and any holdover
        periods thereunder. 

        17.  All demands, notices and other communications under or pursuant
        to this Guaranty shall be in writing, and shall be deemed to have been
        duly given when personally delivered, or three (3) days after the date
        deposited in the United States Postal Service, first-class postage
        prepaid, certified with return receipt requested, or the delivery date
        designated for overnight courier services (e.g.  Federal Express),
        addressed to the party at the address set forth below, or at such
        other address as may be hereafter designated in writing by either
        party to the other. 

                LESSOR:

                Aetna Life Insurance Company, a Connecticut corporation

                c/o Lincoln Property Company Management Services, Inc. 
                30 Executive Park, Suite 100 
                Irvine, California 92714 
                Attention: Susan Ritschel


                GUARANTOR:
                American Eco Corporation, 
                an Ontario, Canada corporation
        ____________________________________________
        ____________________________________________

        Attention:__________________________________
        18.  Guarantor hereby represents and warrants that is duly authorized
        to execute and deliver this Guaranty, that this Guaranty is binding on
        Guarantor in accordance with its terms; that the terms and provisions
        of this Guaranty are intended to be valid and enforceable in
        accordance with its terms; and that the signatory to this Guaranty is
        duly authorized to bind Guarantor and execute this Guaranty on
        Guarantor's behalf. 

        19.  Lessor may assign this Guaranty in conjunction with the
        assignment of all or any portion of Lessor's interest in the Lease,
        without the necessity of obtaining Guarantor's consent thereto, and
        any such assignment shall not affect, or otherwise relieve, Guarantor
        from its obligations or liability hereunder.  Guarantor may not assign
        or otherwise delegate any of its rights or obligations hereunder
        without first obtaining Lessor's written consent thereto, which
        consent may be withheld in Lessor's sole discretion.  The terms and
        provisions of this Guaranty shall inure to the benefit of Lessor and
        Lessor's partners, lenders, representatives, successors and assigns. 
        Guarantor hereby acknowledges that Lessor is relying upon Guarantor's
        covenants, representations and warranties contained in this Guaranty
        in entering into the Lease with Lessee, and Guarantor hereby
        undertakes to perform its obligations hereunder promptly and in good
        faith. 
        20.  If all or any portion of the obligations guaranteed hereunder are
        paid or performed and all or any part of such payment or performance
        is avoided or recovered, directly or indirectly, from Lessor as a
        preference, fraudulent transfer or otherwise, then Guarantor's
        obligations hereunder shall continue and remain in full force and
        effect as to any such avoided or recovered payment or performance. 

        21.  All representations and warranties by Guarantor contained herein
        or made in writing pursuant to this Guaranty are intended to and shall
        remain true and correct as of the time of execution of this Guaranty,
        shall be deemed to be material, shall survive the execution and
        delivery of this Guaranty, and shall be relied upon by Lessor and
        Lessor's partners, lenders, representatives, successors and assigns. 

        22.  This Guaranty shall be governed by and construed in accordance
        with the laws of the State of California, irrespective of its conflict
        of law rules.  Guarantor hereby consents to the jurisdiction of the
        courts of the State of California.  This Guaranty shall be subject to
        all valid applicable laws and official orders, rules and regulations,
        and, in the event this Guaranty or any portion thereof is found to be
        inconsistent with or contrary to any such laws or official orders,
        rules or regulations, the latter shall be deemed to control, and this
        Guaranty shall be regarded as modified and shall continue in full
        force and effect, provided, however, that nothing herein contained
        shall be construed as a waiver of any right to question or contest any
        such law, order, rule or regulation in any forum having jurisdiction
        in the Premises. 

        23.  This Guaranty and any exhibits hereto constitute the entire
        agreement between the parties with respect to the matters covered
        herein and supersedes all prior agreements and understandings between
        the parties hereto relating to the subject matter hereof 
        24.  In the event Guarantor fails to perform any of its obligations
        under this Guaranty or in the event a dispute arises concerning the
        meaning or interpretation of any provision of this Guaranty, the
        defaulting party or the party not prevailing in such dispute, as the
        case may be, shall pay any and all costs and expenses incurred by the
        other party in enforcing or establishing its rights hereunder,
        including, without limitation, court costs, expert fees, and
        reasonable attorneys' fees. 
        25.  Time is of the essence of this Guaranty. 

             IN WITNESS WHEREOF, Guarantor has caused this Guaranty to be
        signed by its duly authorized representative or officer as of the date
        set forth below. 

        GUARANTOR:
        AMERICAN ECO CORPORATION, 
        AN ONTARIO, CANADA CORPORATION

        By:__________________

        Its:_________________
        Date:________________


   <PAGE> 

                                      ADDENDUM I
                              OPTION TO EXTEND THE LEASE


        Reference is made to that certain Lease Agreement dated for reference
        purposes as of January 9, 1997 (the "Lease") by and between Aetna Life
        Insurance Company, a Connecticut corporation ("Lessor"), and EIF
        Holdings, Inc., a Hawaii corporation ("Lessee"), of approximately
        14,669 rentable square feet of space located at 475 N. Muller,
        Anaheim, California (the "Premises").  Any capitalized terms used
        herein and not otherwise defined herein shall have the meaning
        ascribed to such terms as set forth in the Lease. 

        1.   GRANT OF OPTION: EXERCISE. If Lessee has not been, during the
        initial term of this Lease, or is not in default in the performance of
        any of its obligations under this Lease at the time of delivery to
        Lessor of the Option Notice and contingent upon review and approval of
        Lessee's then current financial condition by Lessor, Lessee shall have
        the right as its option to extend the term of the Lease for one (I)
        term of five (5) years (the "Extended Term").  The Lease of the
        Premises during the Extended Term shall be upon the same terms,
        covenants and conditions as are set forth in this Lease, other than
        the monthly Base Rent, the amount of the Security Deposit, this
        extension option and the term of the Lease.  If Lessor does not
        receive from Lessee written notice of Lessee's exercise of this option
        by 5:00 p.m. Pacific Time on a date which is not more than nine (9)
        months nor less than six (6) months prior to the end of the term
        immediately preceding the option period (the "Option Notice"), all
        rights under this option shall automatically lapse and terminate and
        shall be of no further force and effect. Time is of the essence
        herein. 

        2.   INITIAL BASE RENT DURING EXTENDED TERM. In the event Lessee duly
        exercises its rights under this option, the monthly Base Rent
        commencing on the first day of the Extended Term shall be an amount
        which is the greater of (i) the then current market rent for similar
        space (the "Fair Rental Value") agreed upon solely by and between
        Lessor and Lessee and their agents appointed for this purpose, or (ii)
        the monthly Base Rent in effect on the last day of the initial term of
        the Lease.  Neither Lessor nor Lessee shall have the right to have a
        court establish the Fair Rental Value.  If Lessor and Lessee are
        unable to agree on the Fair Rental Value for the Extended Term within
        ten (10) business days after receipt by Lessor of the Option Notice,
        Lessor and Lessee being obligated only to act in good faith, then
        Lessor and Lessee shall follow the procedures set forth in Section 3,
        below. 

        3.   DETERMINATION OF FAIR RENTAL VALUE. The "Fair Rental Value" of
        the Premises shall be defined to mean the fair market rental value of
        the Premises as of the commencement of the Extended Term, taking into
        consideration all relevant factors, including length of term, the uses
        permitted under the Lease, the quality, size, design and location of
        the Premises, including the condition and value of existing Lessee
        improvements, and the monthly base rent paid by Lessees for premises
        comparable to the Premises, and located in the same market area as the
        Premises.  If the parties are unable to agree on the Fair Rental Value
        for the Extended Term within ten (10) business days after receipt by
        Lessor of the Option Notice, Lessor and Lessee each, at its cost and
        by giving notice to the other party, shall appoint a competent and
        disinterested real estate appraiser with at least five (5) years'
        fulltime commercial appraisal experience in the geographical area of
        the Premises to appraise and set the Fair Rental Value for the
        Extended Term.  If either Lessor or Lessee does not appoint an
        appraiser within ten (10) days after the other party has given notice
        of the name of its appraiser, the single appraiser appointed shall be
        the sole appraiser and shall set the Fair Rental Value for the
        Extended Term.  If two (2) appraisers are appointed by Lessor and
        Lessee as stated in this paragraph, they shall meet promptly and
        attempt to set the Fair Rental Value.  If the two (2) appraisers are
        unable to agree within ten (10) days after the second appraiser has
        been appointed, they shall attempt to select a third appraiser meeting
        the qualifications stated in this paragraph within ten (10) days after
        the last day the two (2) appraisers are given to set the Fair Rental
        Value.  If they are unable to agree on the third appraiser, either
        Lessor or Lessee by giving ten (10) days' notice to the other party,
        can apply to the Presiding Judge of the Superior Court of the county
        in which the Premises is located for the selection of a third
        appraiser who meets the qualifications stated in this paragraph. 
        Lessor and Lessee each shall bear one-half (1/2) of the cost of
        appointing the third appraiser and of paying the third appraiser's
        fee.  The third appraiser, however selected, shall be a person who has
        not previously acted in any capacity for either Lessor or Lessee. 
        Within fifteen (15) days after the selection of the third appraiser,
        the third appraiser shall select one of the two Fair Rental Values
        submitted by the first two appraisers as the Fair Rental Value for the
        Extended Term.  If either of the first two appraisers fails to submit
        their opinion of the Fair Rental Value, then the single Fair Rental
        Value submitted shall automatically be the monthly Base Rent for the
        Extended Term. 

        4.   Notwithstanding any provision to the contrary contained herein,
        in no event shall the minimum monthly Base Rent for the Extended Term
        as determined pursuant to the Addendum 1, be less than the highest
        monthly Base Rent charged during the initial term of the Lease.  Upon
        determination of the monthly Base Rent for the Extended Term, pursuant
        to the terms outlined above, Lessor and Lessee shall promptly execute
        an amendment to the Lease stating the minimum monthly Base Rent for
        the Extended Term, the amount of the Security Deposit for the Extended
        Term, and confirming the expiration date of the Extended Term.  Lessee
        shall have no other right to extend the term of the Lease under this
        Addendum I unless Lessor and Lessee otherwise agree in writing. 

        5.   If Lessee duly and timely exercises this option in accordance
        with the terms contained herein, the following shall apply: (a) Lessee
        shall accept the Premises in its then "As-Is" condition and
        accordingly, Lessor shall not be required to perform any additional
        improvements to the Premises; (b) Lessee hereby agrees that it will
        solely be responsible for any and all brokerage commissions and
        finder's fees payable to any broker in Connection with the option
        described herein, and Lessee hereby further agrees that Lessor shall
        in no event or circumstance be responsible for the payment of any such
        commissions and fees; and (c) Lessee shall deliver to Lessor,
        concurrently with the delivery of the Option Notice, a non-refundable
        deposit in the amount of the monthly Base Rent in effect as of the
        last month of the initial term of the Lease (the "Option Deposit"). 
        If, after the delivery to Lessor of the Option Notice, Lessee fails to
        actually lease the Premises during the Extended Term, then Lessor
        shall retain the Option Deposit.  If, after the delivery to Lessor of
        the Option Notice, Lessee does actually lease the Premises during the
        Extended Term, then Lessor shall apply the Option Deposit against any
        increase in the amount of the Security Deposit required during the
        Extended Term and the balance of the Option Deposit shall be applied
        against the monthly Base Rent payable by Lessee during the first month
        of the Extended Term. 

        6.   At Lessor's option, all rights of Lessee under this option shall
        terminate and be of no force and effect if any of the following
        individual events occur or any combination thereof occur: (I) Lessee
        has been at any time during the initial term of the Lease, or is in
        default of any provision of the Lease beyond any notice and cure
        period at the time of delivery to Lessor of the Option Notice; and/or
        (2) Lessee's or Lessee's Affiliate's (as the case may be) financial
        condition is unacceptable to Lessor at the time the Option Notice is
        delivered to Lessor; and/or (3) Lessee has failed to exercise this
        option in a timely manner in strict accordance with the provisions of
        this Addendum I; and/or (4) Lessee or an Affiliate of Lessee no longer
        has possession of all or any part of the Premises under the Lease, or
        if the Lease has been terminated earlier, pursuant to the terms of the
        Lease. 

                                             LESSOR'S INITIALS:               
                                             LESSEE'S INITIALS: