<PAGE>   1
                                                         
                                                                  EXHIBIT 10.19


               [LOGO] AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION

                               STANDARD SUBLEASE

     1.   Parties. This Sublease, dated, for reference purposes only, December
22, 1998, is made by and between PACIFIC SUNWEAR OF CALIFORNIA, INC., a
California corporation ("Sublessor") and BEKINS MOVING AND STORAGE COMPANY, LLC,
a Delaware LLC ("Sublessee").

     2.   PREMISES. Sublessor hereby subleases to Sublessee and Sublessee 
hereby subleases from Sublessor for the term, at the rental, and upon all of 
the conditions set forth herein, that certain real property, including all 
improvements therein, and commonly known by the street address of 5260 East La 
Palma Avenue, Anaheim, located in the County of Orange, State of California 
92807 and generally described as (describe briefly the nature of the property) 
The Premises constitute approximately 69,064 square feet and are a portion of 
an industrial building having approximately 266,963 square feet as shown on 
Exhibit A ("Premises").

     3.   Term.

          3.1  Term. The term of this Sublease shall be for nine (9) years and
two (2) months commencing on January 1, 1999, and ending on February 28,2008
unless sooner terminated pursuant to any provision hereof. Sublessor hereby
represents and warrants to Sublessee that the term of the Master Lease (as
hereinafter defined) expires on February 28, 2008.

          3.2  Delay In Commencement. Sublessor agrees to use its best
commercially reasonable efforts to deliver possession of the Premises by the
commencement date. If, despite said efforts, Sublessor is unable to deliver
possession as agreed, on or prior to the commencement date of this Sublease set
forth above or the date which is one (1) business day after Master Lessor
executes this Sublease or other document evidencing its consent to this
Sublease, whichever is later, Sublessee shall be entitled to receive two (2)
days abatement of Rent for each day thereafter until Sublessor has delivered the
Premises to Sublessee and if Sublessor fails to so deliver the Premises to
Sublessee within fifteen (15) days following the commencement date of this
Sublease set forth above or the date which is one (1) business day after Master
Lessor executes this Sublease or other document evidencing its consent to this
Sublease, whichever is later, Sublessee shall be entitled to terminate this
Sublease upon written notice thereof to Sublessor at any time before the
Premises have been so delivered to Sublessee. In addition, Sublessor shall be
responsible for any holdover rent or additional moving expenses incurred by
Sublessee as a result of Sublessor's failure to deliver the Premises on or prior
to the commencement date of this Sublease set forth above or the date which is
one (1) business day after Master Lessor executes this Sublease or other
document evidencing its consent to this Sublease, whichever is later.
 
     4.   Rent.

          4.1  Base Rent. Sublessee shall pay to Sublessor as Base Rent for the
Premises equal monthly payments of $ See Paragraph 16 in advance on the first
(1st) day of each month of the term hereof. Sublessee shall pay Sublessor upon
the execution hereof ________________ as Base Rent for _________________________
_______________________________________________________________________________
_______________________________________________________________________________
Base Rent for any period during the term hereof which is for less than one month
shall be a pro rata portion of the monthly installment.

          4.2  Rent Defined. All monetary obligations of Sublessee to Sublessor
under the terms of this Sublease (except for the Security Deposit) are deemed to
be rent ("Rent"). Rent shall be payable in lawful money of the United States to
Sublessor at the address stated herein or to such other persons or at such other
places as Sublessor may designate in writing.

     5.   Security Deposit. Sublessee shall deposit with Sublessor upon 
execution hereof $28,316.24 as security for Sublessee's faithful performance of 
Sublessee's obligations hereunder. The rights and obligations of Sublessor and 
Sublessee as to said Security Deposit shall be as set forth in Paragraph 5 of 
the Master Lease (as modified by Paragraph 7.3 of this Sublease).

<PAGE>   2
     6.   Use.

          6.1  Agreed Use. The Premises shall be used and occupied only for 
general office and warehousing for moving and storage company, including, 
without limitation, distribution, receiving, storing, shipping, selling and 
auctioning products, materials and merchandise owned by Sublessee's customers 
who fail to pay storage fees to Sublessee and for such other lawful purposes as 
may be incidental thereto and for no other purpose.

          6.2  Compliance. Sublessor warrants that the improvements on the 
Premises comply with all applicable covenants or restrictions of record and 
applicable building codes, regulations and ordinances ("Applicable 
Requirements") in effect on the commencement date. Said warranty does not apply 
to the use to which Sublessee will put the Premises or to any alterations or 
utility installations made or to be made by Sublessee. [intentionally omitted]  

          6.3  Acceptance of Premises and Lessee. Sublessee acknowledges that:

               (a) it has been advised by Brokers to satisfy itself with 
respect to the condition of the Premises (including but not limited to the 
electrical, HVAC and fire sprinkler systems, security, environmental aspects, 
and compliance with Applicable Requirements), and their suitability for 
Sublessee's intended use.

               (b) except as otherwise provided in this Sublease, Sublessee has 
made such investigation as it deems necessary with reference to such matters 
and assumes all responsibility therefor as the same relate to its occupancy of 
the Premises, and

               (c) neither Sublessor, Sublessor's agents, nor any Broker has 
made any oral or written representations or warranties with respect to said 
matters other than as set forth in this Sublease.

     In addition, Sublessor acknowledges that:

               (a) Broker has made no representations, promises or warranties 
concerning Sublessee's ability to honor the Sublease or suitability to occupy 
the Premises, and

               (b) it is Sublessor's sole responsibility to investigate the 
financial capability and/or suitability of all proposed tenants.
           
     7.   Master Lease

          7.1  Sublessor represents and warrants to Sublessee that Sublessor is 
the lessee of the Premises by virtue of a lease, hereinafter the "Master Lease",
a true and correct copy of which is attached hereto marked Exhibit 1, wherein
The Realty Associates Fund IV, L.P., a Delaware limited partnership is the
lessor, hereinafter the "Master Lessor".

          7.2  This Sublease is and shall be at all times subject and 
subordinate to the Master Lease.

          7.3  The terms, conditions and respective obligations of Sublessor and
Sublessee to each other under this Sublease shall be the terms and conditions of
the Master Lease except for those provisions of the Master Lease which are
directly contradicted by this Sublease in which event the terms of this Sublease
document shall control over the Master Lease. Therefore, for the purposes of
this Sublease, wherever in the Master Lease the word "Lessor" is used it shall
be deemed to mean the Sublessor herein and wherever in the Master Lease the word
"Lessee" is used it shall be deemed to mean the Sublessee herein.



          
<PAGE>   3

        7.4  During the term of this Sublease and for all periods subsequent for
obligations which have arisen prior to the termination of this Sublease,
Sublessee does hereby expressly assume and agree to perform and comply with, for
the benefit of Sublessor and Master Lessor, each and every obligation of
Sublessor under the Master Lease arising after the commencement date of this
Sublease with respect to the Premises except for the following paragraphs which
are excluded therefrom; 1.6(a), 1.10(a), 15, 33, 49, 50, 51, 52, 53, 54, 55, 58
and 75; provided, paragraph 55.5 shall apply to this Sublease.

        7.5  The obligations that Sublessee has assumed under paragraph 7.4 
hereof are hereinafter referred to as the "Sublessee's Assumed Obligations".  
The obligations that sublessee has not assumed under paragraph 7.4 hereof are 
hereinafter referred to as the "Sublessor's Remaining Obligations".

        7.6  Sublessee shall hold Sublessor free and harmless from all 
liability, judgments, costs, damages, claims or demands, including reasonable 
attorneys fees, arising out of Sublessee's failure to comply with or perform 
Sublessee's Assumed Obligations.

        7.7  Sublessor covenants and agrees to abide by all of the terms and
conditions contained in, and perform all of the Lessee's obligations under, the
Master Lease arising prior to the commencement date of this Sublease with
respect to the entire premises described in the Master Lease, Sublessor and
arising after the commencement date of this Sublease with respect to the portion
of the Premises described in the Master Lease remaining after deducting the
Premises therefrom, shall enforce on behalf of Sublessee, or permit Sublessee to
enforce, as against Master Lessor, all obligations of Master Lessor under the
Master Lease. Except as provided in this Sublease, Sublessor's liability under
this Sublease shall not be limited by any limitations on Lessor's liability
under the Master Lease. Sublessor agrees to maintain the Master Lease during the
entire term of this Sublease, subject, however, to any earlier termination of
the Master Lease without the fault of the Sublessor, and to comply with or
perform Sublessor's Remaining Obligations and to hold Sublessee free and
harmless from all liability, judgments, costs, damages, claims or demands
arising out of Sublessor's failure to comply with or perform Sublessor's
Remaining Obligations.

        7.8  Sublessor represents to Sublessee that the Master Lease is in full 
force and effect and that no default exists on the part of any Party to the 
Master Lease and no events which, with the passage of time or giving of notice
or both, would constitute a default under the Master Lease as of the
commencement date of this Sublease.
<PAGE>   4

    8.  Assignment of Sublease and Default.

        8.1  Sublessor hereby assigns and transfers to Master Lessor the 
Sublessor's interest in this Sublease, subject however to the provisions of 
Paragraph 8.2 hereof.

        8.2  Master Lessor, by executing this document, agrees that until a 
Default shall occur in the performance of Sublessor's Obligations under the 
Master Lease, that Sublessor may receive, collect and enjoy the Rent accruing 
under this Sublease. However, if Sublessor shall Default in the performance of 
its obligations to Master Lessor then Master Lessor may, at its option, receive 
and collect, directly from Sublessee, all Rent owing and to be owed under this 
Sublease. Master Lessor shall not, by reason of this assignment of the 
Sublease nor by reason of the collection of the Rent from the Sublessee, be 
deemed liable to Sublessee for any failure of the Sublessor to perform and 
comply with Sublessor's Remaining Obligations. Master Lessor agrees that
notwithstanding any default by Sublessor under the Master Lease, as long as
Sublessee complies with its obligations under this Sublease, Master Lessor shall
not terminate this Sublease or cause it to be terminated, or interfere with
Sublessee's use or enjoyment of the Premises.

        8.3  Sublessor hereby irrevocably authorizes and directs Sublessee upon 
receipt of any written notice from the Master Lessor stating that a Default 
exists in the performance of Sublessor's obligations under the Master Lease, to 
pay to Master Lessor the Rent due and to become due under the Sublease and
Sublessee may, but shall not be obligated to, fulfill any obligations of
Sublessor under the Master Lease in order to cure such Default, in which event
Sublessor shall pay on demand all costs and expenses incurred by Sublessee in
connection therewith, failing which, Sublessee shall be entitled to offset such
sums against the Rent next becoming due hereunder. Sublessor agrees that
Sublessee shall have the right to rely upon any such statement and request from
Master Lessor, and that Sublessee shall pay such Rent to Master Lessor without
any obligation or right to inquire as to whether such Default exists and
notwithstanding any notice from or claim from Sublessor to the contrary and
Sublessor shall have no right or claim against Sublessee for any such Rent so
paid by Sublessee.

        8.4  No changes or modifications shall be made to this Sublease without 
the consent of Master Lessor, which consent shall not be unreasonably withheld,
conditioned or delayed.

    9.  Consent of Master Lessor.

        9.1  In the event that the Master Lease requires that Sublessor obtain 
the consent of Master Lessor to any subletting by Sublessor then, this Sublease 
shall not be effective unless, within ten days of the date hereof, Master 
Lessor signs this Sublease or another document, in form acceptable to the 
Sublessee, thereby giving its consent to this Subletting. If the Master Lessor
does not so execute this Sublease or such other document, Sublessor or Sublessee
shall be entitled to terminate this Sublease at any time before such items are
executed by Sublessor, in which event all prepaid Rent and the security deposits
shall be refunded to Sublessee.

        9.2  In the event that the obligations of the Sublessor under the 
Master Lease have been guaranteed by third parties then neither this Sublease, 
nor the Master Lessor's consent, shall be effective unless, within 10 days of 
the date hereof, said guarantors sign this Sublease thereby giving their 
consent to this Sublease.

<PAGE>   5
        9.3  In the event that Master Lessor does give such consent then:

             (a) Such consent shall not release Sublessor of its obligations or 
alter the primary liability of Sublessor to pay the Rent and perform and comply 
with all of the obligations of Sublessor to be performed under the Master Lease.

             (b) The acceptance of Rent by Master Lessor from Sublessee or 
anyone else liable under the Master Lease shall not be deemed a waiver by 
Master Lessor of any provisions of the Master Lease.

             (c) The consent to this Sublease shall not constitute a consent to 
any subsequent subletting or assignment.

             (d) In the event of any Default of Sublessor under the Master 
Lease, Master Lessor may proceed directly against Sublessor, any guarantors or 
anyone else liable under the Master Lease or this Sublease without first 
exhausting Master Lessor a remedies against any other person or entity liable 
thereon to Master Lessor.

             (e) Master Lessor may consent to subsequent sublettings and 
assignments of the Master Lease or this Sublease or any amendments or 
modifications thereto without notifying Sublessor or any one else liable under 
the Master Lease and without obtaining their consent and such action shall not 
relieve such persons from liability; provided, that, notwithstanding the
foregoing, Sublessee may assign this Sublease in connection with the sale of
Sublessee's business at the Premises or in connection with any merger or
consolidation involving Sublessee, and/or to any affiliate or subsidiary of
Sublessee.

             (f) In the event that Sublessor shall Default in its obligations 
under the Master Lease, then Master Lessor, at its option and without being 
obligated to do so, may require Sublessee to attorn to Master Lessor in which 
event Master Lessor shall undertake the obligations of Sublessor under this 
Sublease from the time of the exercise of said option to termination of this 
Sublease but Master Lessor shall not be liable for any prepaid Rent nor any 
Security Deposit paid by Sublessee, nor shall Master Lessor be liable for any 
other Defaults of the Sublessor under the Sublease; provided, that the foregoing
shall not affect or impair the agreement of Master Lessor as set forth in
Paragraph 8.2 hereof.

        9.4  The signatures of the Master Lessor and any Guarantors of 
Sublessor at the end of this document shall constitute their consent to the 
terms of this Sublease.

        9.5  Master Lessor acknowledges that, to the best of Master Lessor's 
knowledge, no Default presently exists under the Master Lease of obligations to 
be performed by Sublessor and that the Master Lease is in full force and effect.

        9.6  In the event that Sublessor Defaults under its obligations to be 
performed under the Master Lease by Sublessor, Master Lessor agrees to deliver 
to Sublessee a copy of any such notice of default. Sublessee shall have the 
right to cure any Default of Sublessor described in any notice of default 
within ten days after service of such notice of default on Sublessee. If such 
Default is cured by Sublessee then Sublessee shall have the right of 
reimbursement and offset from and against Sublessor.

     10. BROKERS FEE.

          10.1 Upon execution hereof by all parties, Sublessor shall pay to CB 
Richard Ellis/Jackson and Cooksey a licensed real estate broker, ("Broker"), a 
fee as set forth in a separate agreement between Sublessor and Broker, or in 
the event there is no such separate agreement, the sum of $____________ for 
brokerage services rendered by Broker to Sublessor in this transaction.

(C)1997 - AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION            FORM SBS-1-3/97

<PAGE>   6
              10.5   Any transferee of Sublessor's interest in this Sublease, or
of Master Lessor's interest in the Master Lease, by accepting an assignment
thereof, shall be deemed to have assumed the respective obligations of Sublessor
or Master Lessor under this Paragraph 10. Broker shall be deemed to be a
third-party beneficiary of this paragraph 10.

       11.    ATTORNEY'S FEES. If any party or the Broker named herein brings 
an action to enforce the terms hereof or to declare rights hereunder, the 
prevailing party in any such action, on trial and appeal, shall be entitled to 
his reasonable attorney's fees to be paid by the losing party as fixed by the 
Court.

       12.    ADDITIONAL PROVISIONS. (If there are no additional provisions, 
draw a line from this point to the next printed word after the space left here. 
If there are additional provisions place the same here.) Attached hereto is an 
Addendum consisting of Paragraphs 13 through 25, and Exhibits A, B, and I, all 
of which constitute part of this Sublease.



--------------------------------------------------------------------------------
ATTENTION: NO REPRESENTATION OR RECOMMENDATION IS MADE BY THE AMERICAN 
INDUSTRIAL REAL ESTATE ASSOCIATION OR BY ANY REAL ESTATE BROKER AS TO THE LEGAL 
SUFFICIENCY, LEGAL EFFECT, OR TAX CONSEQUENCES OF THIS SUBLEASE OR THE 
TRANSACTION TO WHICH IT RELATES. THE PARTIES ARE URGED TO:

1.     SEEK ADVICE OF COUNSEL AS TO THE LEGAL AND TAX CONSEQUENCES OF THIS 
       SUBLEASE.

2.     RETAIN APPROPRIATE CONSULTANTS TO REVIEW AND INVESTIGATE THE CONDITION OF
       THE PREMISES. SAID INVESTIGATION SHOULD INCLUDE BUT NOT BE LIMITED TO:
       THE POSSIBLE PRESENCE OF HAZARDOUS SUBSTANCES, THE ZONING OF THE
       PROPERTY, THE STRUCTURAL INTEGRITY, THE CONDITION OF THE ROOF AND
       OPERATING SYSTEMS, AND THE SUITABILITY OF THE PREMISES FOR SUBLESSEE'S
       INTENDED USE.

WARNING: IF THE SUBJECT PROPERTY IS LOCATED IN A STATE OTHER THAN CALIFORNIA, 
CERTAIN PROVISIONS OF THE SUBLEASE MAY NEED TO BE REVISED TO COMPLY WITH THE 
LAWS OF THE STATE IN WHICH THE PROPERTY IS LOCATED.
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
<S>                                                             <C>
Executed at:  Anaheim, California                               PACIFIC SUNWEAR OF CALIFORNIA, INC.
            ----------------------------------------            ----------------------------------------
on:  December   , 1998                                          By   /s/ Carl Womack
   -------------------------------------------------              --------------------------------------
Address:  5200 E. La Palma, Anaheim, CA 92807                   By   CARL WOMACK SR VP & CFO
        --------------------------------------------              --------------------------------------
                                                                  "Sublessor" (Corporate Seal)


Executed at:  Carson, California                                BEKINS MOVING AND STORAGE COMPANY, LLC
            ----------------------------------------            ----------------------------------------
on:  December 22, 1998                                          By   /s/ [illegible] 
   -------------------------------------------------              --------------------------------------
Address:  5260 E. La Palma, Anaheim, CA 92807                   By   CFO                    
        --------------------------------------------              --------------------------------------
                                                                  "Sublessee" (Corporate Seal)


Executed at:                                                    THE REALTY ASSOCIATES FUND IV, L.P.    
            ----------------------------------------            ----------------------------------------
on:  December   , 1998                                          By                     
   -------------------------------------------------              --------------------------------------
Address:                                                        By                          
        --------------------------------------------              --------------------------------------
                                                                  "Master Lessor" (Corporate Seal)
</TABLE>
<PAGE>   7
ADDENDUM TO STANDARD SUBLEASE DATED NOVEMBER 9, 1998, BY AND BETWEEN PACIFIC 
SUNWEAR OF CALIFORNIA, INC. AS SUBLESSOR AND BEKINS MOVING AND STORAGE COMPANY, 
LLC AS SUBLESSEE FOR THE PREMISES LOCATED AT 5260 EAST LA PALMA AVENUE, 
ANAHEIM, CALIFORNIA 92807

13.  For the purposes of this Sublease, whenever in the Master Lease the word 
"Premises" is used it shall be deemed to mean the Premises as defined herein.

14.  Sublessee shall be entitled to use forty (40) unreserved vehicle parking
spaces and zero (0) reserved vehicle parking spaces and Sublessee shall be
entitled to store and park its tractor/trailer rigs in the area within the area
cross-hatched on Exhibit A. Lessee shall also have exclusive use rights with
respect to all dock loading positions in front of or adjacent to the Premises
within the area cross-hatched on Exhibit A.

15.  After this Sublease is fully executed, the security deposit is paid and
certificates evidencing Sublessee's compliance with the insurance requirements
hereunder are provided, Sublessee may occupy the Premises prior to the
commencement date to construct Sublessee's improvements and install its Trade
Fixtures without the obligation to pay Rent.

16.  Base Rent (Paragraph 4.1 continued) Beginning on the commencement date, 
the Base Rent payable by Sublessee to Sublessor during the term of this 
Sublease shall be as follows:

<TABLE>
<CAPTION>
                                              Per Mo. NNN
   Months               Per Sq Ft NNN        Based on Sq Ft
  -------               -------------        --------------
 <S>                    <C>                  <C>
     1                      Free                   -0-
    2-30                    38 cent            $26,244.32
   31-60                    41 cent            $28,316.24
   61-90                    44 cent            $30,388.16
   91-exp. date             47 cent            $32,460.08
</TABLE>

17.  Sublessee's share of Common Area Operating Expenses shall be 25.8703%
[intentionally omitted]

18.  Sublessee accepts the Premises in "as is" condition, subject to Sublessor's
obligations under Section 6.2 of this Sublease, completion of the improvements
required to be constructed by Sublessor hereunder, and Sublessor's maintenance
obligations hereunder. Sublessor shall construct a two hour rated demising wall
in the warehouse portion of the Premises and fencing required to provide
Sublessee with an exclusive yard in the back of the Premises for parking and
storage of trailers. Sublessor shall deliver the Subleased Premises to Sublessee
in a broom clean condition with all spider webs removed. All construction by
Sublessor shall be performed in accordance applicable law and in a good and
workmanlike manner. Sublessor shall complete such construction prior to the
commencement date of this Sublease. If Sublessor fails to complete such
improvements on or prior to February 1, 1999 or within ten (10) days after
Master Lessor executed this Sublease or other document evidencing its consent to
this Sublease, whichever is later, Sublessee shall receive two (2) days
abatement of Rent for each day thereafter until the date such improvements have
been completed. In addition, Sublessee may cause such improvements to be
completed and Sublessor agrees to pay to Sublessee on demand all costs incurred
by Sublessee in connection therewith, failing which Sublessee may offset such
sums against the Rent becoming due under this Sublease.

19.  Sublessor shall provide Sublessee with an allowance in an amount up to 
$60,000.00 for Sublessee's Alterations and Utility installations which are 
necessary for Sublessee's use and occupancy









<PAGE>   8
        of the Premises, and consented to by Sublessor and Master Lessor, which
        consent shall not be unreasonably withheld, conditioned or delayed and
        may include, but not be limited to, modifications and expansion of the
        office areas, additional restrooms, lighting upgrade, installation of
        ten (10) additional loading dock bumpers, installation of a canopy over
        the loading dock area, removal of light fixtures (without the obligation
        to replace same) and sprinkler upgrade. Sublessor shall pay the
        allowance to Sublessee [intentionally omitted], after Sublessor's
        receipt of final lien waivers from all contractors, subcontractors and
        material suppliers providing services and/or materials for all of
        Sublessee's improvements in the Premises. In the event Sublessor or
        Master Lessor fail to approve Sublessee's plans and specifications for
        Sublessee's Alterations and Utility Installations for which consent is
        required within ten (10) days following the date of execution of this
        Sublease, Sublessee shall be entitled to terminate this Sublease by
        written notice thereof at any time before such plans and specifications
        have been approved in which event all prepaid Rent and the security
        deposit shall be refunded to Sublessee. In addition, Sublessor hereby
        approves the improvements which are described on Exhibit "B" attached
        hereto and made a part hereof and agrees that no further approvals shall
        be required from Sublessor in connection therewith. Notwithstanding any
        provision contained herein or in the Master Lease to the contrary,
        Sublessees shall have no obligation to remove Sublessee's Alterations
        and Utility Installations or any other alterations, improvements,
        additions and renovations installed within the Premises. The lien
        waivers described herein may be conditioned upon receipt of the payment
        described in the draw request, it being acknowledged and agreed that
        Sublessee intends to pay costs incurred by Sublessee in connection with
        such leasehold improvements from the proceeds of the $60,000 allowance
        as advanced to Sublessee. If Sublessor fails to pay such costs upon
        demand, and such failure continues incurred for fifteen (15) days
        following written notice from Sublessee, Sublessee shall be entitled to
        offset all costs incurred against the Rent becoming due under this
        Sublease.

        20. Sublessor is under no obligation to extend the term of the Master
        Lease. If Sublessor exercises an option to extend the term of the Master
        Lease under paragraph 54 of the Master Lease, Sublessor shall give to
        Sublessee a copy of the written extension notice given to Master Lessor.
        Sublessee shall have an option for thirty (30) days after being given a
        copy of such notice, to extend the term of this Sublease on the same
        terms and conditions as provided in this Sublease (except the monthly
        Base Rent shall be at the same rate per square foot as Sublessor pays to
        Master Lessor as determined under Paragraph 54 of the Master Lease) by
        giving notice to Sublessor of the exercise of Sublessee's option.
        Notwithstanding the foregoing, Master Lessor agrees that Sublessee shall
        be entitled to exercise Sublessor's right to extend the term of the
        Master Lease with respect to the Premises and enter into a lease
        directly with Master Lessor in the event Sublessor fails to exercise
        such option. 

        21. Notwithstanding anything in this Sublease to the contrary, Sublessor
        shall have the option to terminate this Sublease (to enable Sublessor to
        expand into all or a part of the Premises) by giving Sublessee notice of
        Sublessor's exercise of the option contained herein ("the notice").
        Sublessor may give the notice to Sublessee at any time after December
        31, 2002. This Sublease shall terminate on the date which is twelve (12)
        months after Sublessor gives the notice to Sublessee.

        22. Subject to the execution of this Sublease by Master Lessor,
        Sublessor represents and warrants to Sublessee that it has full right
        and authority to enter into this Sublease. 

        23. (Intentionally omitted] 

        24. Master Lessor and Sublessor waive any and all statutory,
        constitutional and other liens or rights against the assets or property
        of Sublessee. Master Lessor and Sublessor agree to execute and deliver
        to Sublessee or Sublessee's lender such waivers and other agreements as
        Sublessee's lender may reasonably request to evidence such waiver.

        25. Notwithstanding any provision contained herein or in the Master
        Lease to the contrary, in the event that, at any time, Sublessor causes
        an interruption or suspension of utility services to the Premises,
        Sublessee shall be entitled to receive an abatement of Rent until such
        time as same has been corrected, and (a) if same continues for a period
        in excess of thirty (30) days following written notice from Sublessee to
        Sublessor, Sublessee shall be entitled to correct the same at
        Sublessor's expense and to deduct the cost thereof from the Rent next
        becoming due under this Sublease. In the event that utility services to
        the Premies are interrupted or suspended for any reason and is same
        continues for a period in excess of two hundred seventy (270) days,
        Sublessee shall be entitled to terminate this Sublease by written notice
        thereof to Sublessor at any time before same has been corrected.

        26. This Sublease may be executed in any number of counterparts, each of
        which will be deemed to be an original, and all of such counterparts
        will constitute on Sublease.









<PAGE>   9
                                  EXHIBIT "A"

                     EXCLUSIVE YARD AREA FOR TRUCK TRAILERS




                                     [MAP]
<PAGE>   10

                         OFFICE TENANT IMPROVEMENT FOR
                         5200 EAST LA PALMA, ANAHEIM CA



                          [FIRST FLOOR PLAN/DEMO PLAN]
<PAGE>   11
                                  EXHIBIT "B"

                             LEASEHOLD IMPROVEMENTS


1)   DEMO; concrete for man door & plumbing, sections of existing walls, saw 
     cut & haul away, etc.

2)   NEW WALLS; hard lid, drywall work, patches, etc.

3)   DOORS; (2) new interior door assemblies, match existing, (1) new exterior, 
     16-gauge door assembly with cylinder lock set.

4)   MILL WORK; (1) transaction counter at dispatch & (6) Ln. Ft. of lower 
     cabinets at break room.

5)   PLUMBING; (1) new ADA compliant shower assembly, new water closet, lav & 
     30-gallon electric water heater, (1) new bar sink, no garbage disposal.

6)   MECHANICAL; (1) new exhaust fan in restroom, reduct for new room From 
     existing HVAC unit.

7)   ELECTRICAL; (3) 1'x4' surface mount lights, (3) 2'x4' lights, (1) GFCI 
     outlet, (4) duplex outlets, (1) dedicated outlet for coffee maker, (1) 
     circuit for water heater, (2) sets light switches & rework after demo, 
     removal of existing light fixtures.

8)   FIRE PROTECTION; rework fire sprinklers, as needed, including calcs & 
     permits.

9)   T-BAR; driver lounge & new hallway.

10)  FLOORING; sheet vinyl in restroom, VCT in lounge & hallway with 4" base.

11)  RESTROOM SPECIALTY; grab bars, mirrors, soap dispensers, etc. 

12)  FRP in restroom, 48" Aff.

13)  Special pass-through locking panels at dispatch window.

14)  PAINT; restroom in enamel, other areas in flat latex, match existing.

15)  Concrete pour-back at plumbing, new landing & walkway to curb.

16)  Reception station with 42" high transaction top, 30" high work surface, 
     low wall to be drywall & steel studs.

17)  SCISSORS LIFT RENTAL; (2) weeks.

18)  Build new heavy duty steel ramp for grade level truck access & fill in 
     dock leveler pit.

19)  Build new steel ramp for fork lift access only.

20)  Cut in new 10' x 10' roll-up door, including, demo, steel reinforcing, new 
     door, etc.

21)  Additional concrete approach curb & asphalt patch

22)  10 additional loading dock bumpers

23)  Installation of a canopy over the loading dock area