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                                                                 EXHIBIT 10.10.1



               Second              AMENDMENT TO LEASE AGREEMENT


     THIS AGREEMENT ("Agreement") is made as of the 27th day of September, 1999
between Lord Baltimore Capital Corporation formerly known as American Trading
Estate Company, Inc. (hereinafter referred to as "Landlord") and Kaiser Ventures
Inc. p/k/a Kaiser Resources Inc. (hereinafter referred to as "Tenant").

                                  WITNESSETH:

     WHEREAS, Landlord and Tenant entered into a lease dated June 6, 1994 (the
"Lease Agreement") for approximately seven thousand five hundred eighty (7,580)
rentable square feet (the "Demised Premises") known as suite 850 on the eighty
(8/th/) floor of the building commonly known as Empire Towers I, located at 3633
East Inland Empire Blvd., Ontario, CA 91764 (the "Building") and

     WHEREAS, by First Amendment to Lease ("First Amendment") dated May 18,
1999, Landlord and Tenant amended the Lease Agreement to, among other things,
accomplish the following:

(i)  Reduce the Demised Premises

(ii) extend the Term by three (3) years and six (6) days

and (iii) renovate the Demised Premises (the Lease Agreement, as amended, is
sometimes collectively referred to as the "Lease Agreement"); and


          [See Additional Recitals Attached:  Yes  ___     No    x  ]
                                                               -----

     WHEREAS, Landlord and Tenant, by this Second Amendment to Lease Agreement,
desire to, among other things, accomplish the following:

(i)  expand the Demised Premises by ninety one (91) rentable square feet

(ii) ___________________________________________________________________________

and (iii) ______________________________________________________________________


     NOW THEREFORE, in consideration of the mutual covenants contained herein
and other good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged, the parties agree as follows:

     1.  Incorporation of Recitals. All of the recitals set forth above in the
         -------------------------
"WHEREAS" Clauses are hereby made an integral part of this Agreement.

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    2.  Fixed Effective Date.  Unless otherwise expressly set forth herein, the
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effective date ("Effective Date") of this Agreement shall be 12:01 A.M. on
August 1 , 1999.

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    3.  (A) Expansion.  As of the Effective Date, the Demised Premises which
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currently are deemed to contain five thousand four hundred forty four (5,444)
rentable square feet (the "Current Demised Premises") shall be increased by
ninety one (91) rentable square feet (the "Additional Space") so that following
said increase, the Demised Premises shall be deemed to contain five
thousand five hundred thirty five   (5,535) rentable square feet.

        (B) Floor Plan.  As of the Effective Date, the floor plan, showing the
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location of (i) the Additional Space, and (ii) the Current Demised Premises,
attached hereto as Exhibit "A-2 ______, "and by this reference made a part
hereof, shall replace Exhibit "A-1" to the Agreement.

        (C) Early Entry.  In the event Landlord permits Tenant to enter upon the
            -----------
Additional Space prior to the Effective Date (or if Tenant enters the Additional
Space without Landlord's consent) for the purpose of moving or installing any of
Tenant's furniture, equipment, fixtures, business machines or other personal
property into or upon the Additional Space or for any other reason, all of the
provisions of the Lease Agreement shall apply and become effective with respect
to the Additional Space as of the date of the first such entry by Tenant (except
for the provisions to pay rent or additional rent for same).


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     4.   Tenant's Percentage.  As of the Effective Date, Section(s) 7.03 and
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7.06 (Taxes and Operating Costs Escalation) of the Lease Agreement shall be
amended by increasing/decreasing the percentage set forth therein from " three
and 0668/10000 percent (3.0668)" to " three and 1180/1000 percent (3.1180%)."


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     5.   Base Rent.  As of the Effective Date, the Base Rent payable for the
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Demised Premises shall be as follows:


Lease Period                Annual Rent       Period           Monthly
------------                Per Sq. Foot      Rent             Base Rent
                            ------------      ------           ---------

8/1/99  -  8/31/00          $22.20            $133,116,75      $10,239.75

9/1/00  -  8/31/01          $22.80            $126,198,00      $10,516.50

9/1/01  -  8/31/02          $23.40            $129,519,00      $10,793.25

       N/A                  $                 $                $

       N/A                  $                 $                $

                                              Total Base Rent

                                              $388,833.75

     Said Base Rent ("Base Rent") shall be payable without demand in monthly
installments ("Monthly Base Rent") in advance on the first day of each calendar
month. For purpose of applying the rent schedule set forth above, if the
Effective Date occurs on a day other than the first day of a calendar month,
then the Monthly Base Rent for the month during which the Effective Date occurs
and for each month during which a Monthly Base Rent change occurs, if any, shall
be prorated on the basis of the actual number of days in said month. In the
event that the term hereof expires on a day other than the last day of a
calendar month, then the Monthly Base Rent for the month during which said
expiration occurs shall be prorated on the basis of the actual number of days in
said month.


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     6.   No Broker.  Landlord and Tenant represent and warrant to each other
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that they have not had any dealings or communications with any real estate
broker or agent in connection herewith and agree to indemnify and hold the other
harmless from and against any and all damages, costs and expenses (including
court costs and reasonable attorney's fees) which they may incur as a result of
a claim for compensation or a commission by any real estate broker or agent with
whom the other has dealt or communicated.


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     7.   Miscellaneous and Signature
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     (A)  Gender and Context. As used therein, all terms shall include the
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singular and plural, and all genders as the Context may reasonably require.


     (B)  Counterparts.  This Agreement may be executed in multiple counterparts
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each of which said executed Counterparts shall be deemed an original for all
purposes.

     (C)  Controlling Law.  This Agreement shall be interpreted, governed and
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construed pursuant to the laws of the State where the Demised Premises are
located.

     (D)  Severability.  In the event that any provisions or clauses of this
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Agreement conflict with or are contrary to applicable law, such conflicting or
contrary provisions shall not affect any other provisions which can be given
effect without the conflicting provisions, and to this end, the provisions of
this Agreement are declared to be severable to allow the striking of any and all
provisions which conflict with or are contrary to law while all provisions of
this Agreement shall continue to be effective and fully operable.

     (E)  Time of Essence.  Time is of the essence, with respect to all the
          ---------------
obligations and covenants in this Agreement.

     (F)  Ratification.  All of the other provisions of the Lease Agreement, are
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hereby ratified and confirmed and shall remain unchanged and in full force and
effect except to the extent that they are inconsistent with the foregoing.

     (G)  Defined Terms. Landlord and Tenant agree that all capitalized terms,
          -------------
if any, not defined herein shall have the applicable definition given to said
term in the Lease Agreement.

     (H)  Entire Agreement. This Agreement contains the entire agreement between
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the Landlord and Tenant with respect to the subject matter hereof, and any
purported agreement hereafter made shall be ineffective to change, modify,
discharge or waive it in whole or in part unless it is in writing and signed by
the party against whom enforcement is sought.

     (I)  Conflicts with Exhibits. Any and all Exhibits attached hereto and made
          -----------------------
a part hereof are subordinate in nature to this Agreement and if there is
anything therein which is inconsistent with this Agreement, this Agreement shall
govern.

     (J)  No Option. This submission of this Agreement to Tenant for examination
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does not constitute a reservation of or option for the amendments set forth
herein. This Agreement shall be effective and binding only upon execution and
delivery thereof by both Landlord and Tenant.

     IN WITNESS WHEREOF, the parties have executed this Agreement as of the day
and year first above written.


ATTEST:                           LANDLORD:
                                  Lord Baltimore Capital Corporation
                                  ----------------------------------
                                  __________________________________

BY:  /s/ Jonathan E. Newman
     ----------------------------------      BY:   /s/ Alan E. Kerry
   Jonathan E. Newman, Assistant Secretary         -----------------------------
                                             Alan E. Kerry, President

ATTEST:                                      TENANT:
                                             Kaiser Ventures, Inc.
                                             -----------------------------------
                                             ___________________________________

BY: /s/ Terry L. Cook                       BY:   /s/ J. F. Verhey
   -----------------------------------             -----------------------------
 Secretary or Assistant Secretary            NAME: J. F. Verhey
                                                   -----------------------------
 of Tenant's Corporation                     TITLE:    EVP/CFO
                                                    ----------------------------

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