SUBLEASE

                           BASIC SUBLEASE INFORMATION

DEFINED  TERMS
--------------
Building:               The  industrial  building  consisting  of  approximately
                        122,484  square feet  located at 4175  Guardian  Street,
                        Simi Valley, California.

Real Property:          The land  legally described  in Exhibit A  to the Master
                        Lease,  the Site Plan of which is  depicted on Exhibit B
                        to the Master Lease.                    

Project:                Peppertree South Business Park.

Effective Date:         One (1) business  day after  Master  Landlord's  written
                        consent to the fully executed and delivered Sublease.

Rent Commencement       July 5, 1998.
Date:

Master Landlord:        All of the Tenants in Common listed on Exhibit D hereto.
                                                             
Master Landlord's       c/o Michael Milam
Address:                LCF Group
                        311 South Spring Street, Suite 1200
                        Los Angeles, California 90013

Master Lease:           Lease dated September 15, 1992, by and between La Canada
                        Flintridge   Development   Corporation,   a   California
                        corporation,  LCF Income  Group,  a  California  general
                        partnership,  Jerve M. Jones, an individual,  and Pepper
                        Tree Corporate Business Park, Ltd., a California limited
                        partnership  (collectively,   "Original  Landlord"),  as
                        landlord  and  Guardian  Products,  Inc.,  a  California
                        corporation     ("Original    Tenant"),    as    tenant,
                        as previously  modified by that certain First  Amendment
                        to Lease dated March 31, 1993.

Permitted Uses:         Manufacture,  warehouse  and  distribution  of  aircraft
                        parts   and   related   services,    manufacturing   and
                        distribution.

Premises:               The Real Property  and all improvements  located thereon
                        or  to  be  constructed  thereon,   including,   without
                        limitation, the Building.

Initial Base Rent:      Annually:  Seven   hundred  fifty-six  thousand  dollars
                        ($756,000.00).  Monthly:  Sixty-three  thousand  dollars
                        ($63,000.00).

Security Deposit:       Four Hundred Fifty Thousand Dollars ($450,000.00)

Subtenant:              Fields  Aircraft  Spares,  Incorporated,  a   California
                        corporation.

                                        i
<PAGE>

Subtenant's Address:    2551 Ward Avenue, #1
                        Simi Valley, California 93065
                        Attn: Alan Fields, President

                        (With a copy of any notice of Subtenant's default to the
                        Lender  under  the  Sublandlord's   Waiver  pursuant  to
                        Article 12)

Sublandlord:            Sunrise  Medical HHG Inc., a California corporation

Sublandlord's           c/o Sunrise Medical Inc.
Address for Notice:     2382 Faraday Avenue, Suite 200
                        Carlsbad, California 92008
                        Attn: Steven A. Jaye, Esq.

Sublandlord's           Sunrise Medical HHG Inc.
Address for             7030 Collection Center Drive
Payments:               Chicago, Illinois 60693

Term:                   The  term  ("Term")  of  this  Sublease   shall  be  for
                        approximately one hundred  twenty-three (123) months and
                        twenty-six (26) days commencing on the Rent Commencement
                        Date and expiring October 31, 2008. The Term shall cease
                        upon,  and shall not refer to any period of time  after,
                        termination  of this Sublease  (whether  pursuant to the
                        terms  of  the   Sublease,   by  operation  of  law,  or
                        otherwise).

Brokers:                CB Commercial Real Estate Group, Inc.
                        DAUM Commercial Real Estate Services

Exhibits:               Exhibit A - Master Lease
                        Exhibit B - Office Furniture
                        Exhibit C - Landlord's Agreement
                        Exhibit D - Consent of Master Landlord


                                       ii


<PAGE>


                                    SUBLEASE

         THIS  SUBLEASE  ("Sublease"),  dated for reference  purposes  April 28,
1998, is entered into by and between Sublandlord and Subtenant.

THE  PARTIES  ENTER  this  Sublease  on  the  basis  of  the  following   facts,
understandings and intentions:

         A.  Sublandlord is  successor-in-interest  to Original  Tenant,  and is
presently lessee of the Premises  pursuant to the Master Lease.  Master Landlord
is  successor-in-interest  to Original  Landlord as the lessor  under the Master
Lease.  A copy of the Master Lease,  with all  amendments,  exhibits and addenda
thereto, is attached hereto as Exhibit A.

         B.  Sublandlord  desires to  sublease  the  Premises to  Subtenant  and
Subtenant desires to sublease the Premises from Sublandlord on all of the terms,
covenants and conditions set forth herein.

         C. All of the terms and  definitions  in the Defined Terms of the Basic
Sublease Information of this Sublease are incorporated herein by this reference.
Unless  otherwise  defined  herein  or  the  context  otherwise  requires,   all
capitalized terms shall have the meanings given them in the Master Lease.

         NOW,  THEREFORE,  in consideration of the mutual covenants and promises
of the parties, the parties hereto agree as follows:

                                    ARTICLE 1
                                  PREMISES: USE
                                  -------------

         Sublandlord   hereby   subleases  to  Subtenant  and  Subtenant  hereby
subleases from Sublandlord the Premises. The Premises shall be used by Subtenant
for  manufacture,  warehouse  and  distribution  of  aircraft  parts and related
services,  manufacturing and distribution.  The Premises  constitutes all of the
Sublandlord's leased space under the Master Lease.

                                    ARTICLE 2
                                      TERM
                                      ----

         2.1 Term.  The term of this Sublease shall be for the Term set forth in
the Basic Sublease  Information,  commencing July 5, 1998,  ("Rent  Commencement
Date").

         2.2 Delay in Possession. Notwithstanding the Rent Commencement Date, if
for any reason  Sublandlord  cannot  deliver  possession  of the Premises to the
Subtenant  on said  date,  Sublandlord  shall not be  subject  to any  liability
therefor,  nor shall such failure  affect the  validity of this  Sublease or the
obligations of Subtenant  hereunder or extend the term hereof, but in such case,
Subtenant shall not be obligated to pay rent or perform any other  obligation of
Subtenant


<PAGE>


under the terms of this Subtenant,  except as may be otherwise  provided in this
were  Sublease,  until  possession  of the  Premises is  tendered to  Subtenant;
provided,  however,  that if Sublandlord shall not have delivered  possession of
the  Premises  within  forty-five  (45) days from said Rent  Commencement  Date,
Subtenant may, at Subtenant's option, by notice in writing to Sublandlord within
ten (10) days thereafter, cancel this Sublease, in which event the parties shall
be discharged from all obligations hereunder; provided further, however, that if
such written notice of Subtenant is not received by  Sublandlord  within in said
10-day  period,  Subtenant's  right to  cancel  this  Sublease  hereunder  shall
terminate  and  be of no  further  force  of  effect.  Prior  to May  31,  1998,
Sublandlord  shall provide Subtenant with  Sublandlord's  good faith estimate of
the timing of Sublandlord's delivery of the Premises to Subtenant.  In the event
of  Subtenant's  cancellation  of this  Sublease  pursuant to this  Section 2.2,
Sublandlord shall, within five (5) business days thereafter, return to Subtenant
the Security Deposit under Section 3.6, below.

         2.3 Early Possession.  From and after June 1, 1998, Sublandlord may, in
its sole  discretion,  elect to allow  Subtenant  to occupy,  from time to time,
various  portions of the Premises.  If Subtenant  occupies the Premises,  or any
portion thereof,  prior to said Rent Commencement  Date, such occupancy shall be
subject to all provisions of this Sublease, such occupancy shall not advance the
expiration  date,  and  Subtenant  shall pay rent for such period at the Monthly
Base Rent set forth in the Basic Sublease Information, prorated to relate to the
proportion  of square  footage  of the  Building  occupied  from time to time by
Subtenant,  as reasonably  determined by  Sublandlord.  In addition,  with prior
written  consent of Sublandlord,  Subtenant may, prior to the Rent  Commencement
Date,  enter upon and install such trade  fixtures and equipment in the Premises
as Sublandlord may approve in accordance  with any and all related  requirements
in the  Master  Lease.  Prior to any early  occupancy  by  Subtenant  under this
Section 2.3,  Subtenant  shall have previously  provided  Sublandlord and Master
Landlord with proof of Subtenant's  insurance coverage as set forth in Section 8
of  the  Master  Lease,   such  early   occupation   shall  not  interfere  with
Sublandlord's  business. All materials,  work,  installations and decorations of
any  nature  brought  upon  or  installed  in the  Premises  prior  to the  Rent
Commencement Date shall be at the risk of Subtenant. Neither Sublandlord nor any
party acting on Sublandlord's  behalf shall be responsible for any damage,  loss
or  destruction  of such  items  brought  to or  installed  in the  Premises  by
Subtenant prior to the Rent Commencement  Date, except in the event of the gross
negligence  or willful  misconduct  of  Sublandlord.  Subtenant's  access to the
Premises  prior to the Rent  Commencement  Date,  as provided  herein,  shall be
subject to such reasonable safety,  security and insurance  (including,  without
limitation,  builder's  risk  insurance  for any  alterations  to the  Premises)
requirements  and procedures as may be  established by Sublandlord  from time to
time.  Prior to Subtenant's  occupancy of the Premises,  and at Subtenant's sole
cost and expense, Subtenant shall rekey all doors of the portion of the Premises
so occupied by Subtenant and shall provide  Sublandlord and Master Landlord with
duplicate keys for all such doors.

                                    ARTICLE 3
                                      RENT
                                      ----

         3.1 Base Rent.  The  Annual  Base Rent shall be the amount set forth in
the Basic Sublease  Information payable in equal monthly installments of Monthly
Base Rent in  accordance  with the  schedule as set forth in the Basic  Sublease
Information. Subtenant shall pay to

                                       -2-


<PAGE>


Sublandlord,  at the Address for Payment in the Basic Sublease Information,  the
Monthly  Base  Rent  for  the  Premises  as  set  forth  in the  Basic  Sublease
Information  in advance of or before the first day of each month,  beginning  on
the Rent  Commencement  Date.  Rent  shall be payable  to  Sublandlord,  without
further notice or demand and without deduction or offset, in lawful money of the
United  States  of  America  at the  address  specified  in the  Basic  Sublease
information  or at such  other  address  as  Sublandlord  may from  time to time
designate in writing.  If the Term shall end on a day other than the last day of
a calendar  month,  then  Subtenant  shall  Pay,  upon the first day of the last
calendar  month, a pro rata portion of the Monthly Base Rent,  prorated on a per
diem  basis,  with  respect to the  portion  of the  fractional  calendar  month
included in the Term.

         3.2  Conditional  Abatement of Base Rent. The Monthly Base Rent (but no
other amounts due hereunder) for all of August and September, 1998, and one-half
(1/2) of the  Monthly  Base Rent (but no other  amounts due  hereunder)  for the
month of December,  2000 shall be abated, subject to the terms and conditions of
this Section 3.2. The  Sublandlord's  agreement to abate Base Rent  hereunder is
conditioned upon Subtenant's full and faithful  performance of all of the terms,
covenants  and  conditions  of the  Sublease  to be  performed  or  observed  by
Subtenant.  Should Subtenant, at any time during the term of the Sublease, be in
default  of this  Sublease,  which  default is not cured  within the  applicable
period  following   notice  thereof,   then  the  total  sum  of  Base  Rent  so
conditionally  excused  shall be  immediately  due and payable by  Subtenant  to
Sublandlord.  If, at the date of expiration  of the Sublease,  Subtenant has not
been,  after  notice and the  applicable  cure  period,  in  default  hereunder,
Sublandlord  shall waive any payment of such Monthly Base Rent so  conditionally
excused.

         3.3  CPI  Adjustments.  Commencing  July  1,  1999,  and  each  July  1
thereafter  ("Effective  Dates") during the initial term, the Base Rent shall be
adjusted in  accordance  with the Consumer  Price Index.  The base for computing
such  adjustment  shall be the  Consumer  Price  Index--Urban  Wage  Earners and
Clerical Workers (Los  Angeles-Anaheim-Riverside,  CA. All Items, Base 1982-84 =
100)  ("Index")  as published by the United  States  Department  of Labor Bureau
Statistics  which is in effect the April  preceding the Rent  Commencement  Date
("Beginning  Index").  The Index published and in effect for the April preceding
each  Effective  Date of the initial term  ("Extension  Index") shall be used in
determining the amount of such  adjustment.  Beginning with the Base Rent due on
and after  each  Effective  Date of the  Initial  Term,  the Base Rent  shall be
increased in the same proportion as the annual increase in the Index;  provided,
however,  that no single  increase  shall be less than two and one-half  percent
(2.5 %) or more than five percent (5%).

         3.4  Additional  Rent.  All costs and expenses of every kind and nature
which may be imposed,  at any time, on Sublandlord  pursuant to the Master Lease
(except for  Sublandlord's  "Rent," as defined in Section 4 of the Master Lease)
including,  but not limited to, all real property tax,  personal property taxes,
utilities  charges,  insurance,  expenses and maintenance  and repair  expenses,
shall be paid by Subtenant to Sublandlord  hereunder as additional Rent. As used
herein, "Rent" shall include Base Rent and all additional amounts and charges to
be paid by Subtenant pursuant to this Sublease.

         3.5 Late Payment  Charges and Interest.  If any  installment of Rent is
not paid  promptly on the first of the month or  otherwise  when due, the unpaid
amounts shall bear interest at the maximum  lawful rate from the date due to the
date of payment. In addition, Subtenant

                                      -3-


<PAGE>


acknowledges  that  the late  payment  of any  installment  of Rent  will  cause
Sublandlord  to incur  certain  costs and expenses not  contemplated  under this
Sublease,  the exact amount of which are extremely  difficult or  impractical to
fix. These costs and expenses will include,  without limitation,  administrative
and collection costs and processing and accounting expenses.  Therefore,  if any
installment  of Rent is not received by Sublandlord  from  Subtenant  within ten
(10) days after the  installment  is due,  Subtenant  shall  immediately  pay to
Sublandlord a charge for  administration,  collection  and  accounting  expenses
equal to five  percent  (5%) of the  amount of such  delinquent  amounts  due in
addition to the  installment  of Rent then owing with  interest at the  maximum,
lawful  rate,  regardless  of  whether  or not a notice of  default or notice of
termination has been given by Sublandlord.  Sublandlord and Subtenant agree that
the late payment charge represents a reasonable  estimate of Sublandlord's costs
and expenses and is fair  compensation  to Sublandlord  for its loss suffered by
Subtenant's  nonpayment  of any amounts  when due and  payable  pursuant to this
Sublease. This provision shall not relieve Subtenant from payment of Rent at the
time and in the manner herein specified.

         3.6 Security Deposit. Upon the  execution  of this Sublease,  Subtenant
shall  deposit with  Sublandlord  a Security  Deposit in the amount set forth in
Basic Sublease Information. Sublandlord may, but shall not be required to, apply
all or part of the Security Deposit to any unpaid rent or other charges due from
Subtenant or to cure any other defaults of Subtenant.  If  Sublandlord  uses any
part  of the  Security  Deposit  for  such  purposes,  Subtenant  shall  deposit
additional  funds to restore the Security  Deposit to its full amount within ten
(10) days after  Sublandlord's  written  request.  Subtenant's  failure to do so
shall be a material default under this Sublease. Sublandlord may intermingle the
Security  Deposit  with its other  funds,  and,  except as  expressly  set forth
herein,  shall owe no  obligation  to pay interest  thereon.  $54,871.00  of the
Security Deposit shall be applied by Sublandlord to Monthly Base Rent for July 5
through July 31, 1998. Provided that Subtenant is not then in default hereunder,
$63,000 of the Security  Deposit  shall be applied to Monthly Base rent for each
of the months of May and June,  1999,  which would leave $269,129 as the balance
of the  Security  Deposit as of July 1, 1999.  From and after July 1, 1999,  the
entire  Security  Deposit shall accrue simple  interest at an annual rate of six
percent  (6%),  which  interest  shall  become a part of the  Security  Deposit.
Provided  that  Subtenant  is not then in  default  hereunder,  a portion of the
Security  Deposit shall be applied to cover the last two installments of Monthly
Base Rent due hereunder.

                                    ARTICLE 4
                               TENANT IMPROVEMENTS
                               -------------------

         4.1 Sublessor  Improvements.  Prior to July 10, 1998 Sublandlord shall,
at its expense,  cause the following work to be performed on the office portions
of the  interior  of the  Building:  (a) repair  holes in walls as  needed;  (b)
touch-up/repaint  where needed;  (c) replace any damaged and/or stained  ceiling
tiles; (d) clean all restrooms and, as needed, paint restrooms; and (e) clean or
replace  dirty/damaged  carpets  as needed.  On or before the Rent  Commencement
Date,  Sublandlord  shall  cause  the  following  work  to be  performed  to the
warehouse portion of the interior of the Building:  (i) repair holes in walls as
needed; (ii)  touch-up/repaint  where needed;  (iii) repair floors where needed;
(iv) wash all floors; (v) repair and secure electrical distribution system; (vi)
touch-up/repaint  restrooms as needed;  and (vii) clean all restrooms.  All work
performed  by  Sublandlord  under this  Section  4.1 shall be done in a good and
workmanlike

                                       -4-
<PAGE>

manner, with commercially appropriate materials. The determinations of what work
is necessary and  appropriate in various  portions of the Building shall be made
by Sublessor, in its reasonable discretion.  After Sublandlord has substantially
completed the  improvement  work set forth in this Section 4.1,  Sublandlord and
Subtenant  shall jointly  inspect the Premises and prepare a " punchlist" of any
items of improvement  required hereunder which have not been completed.  As soon
as reasonably  practicable  after the preparation of such  punchlist,  but in no
event more than thirty (30) days  thereafter,  Sublandlord  shall  complete  the
correction of the punchlist items.

         4.2  Alterations.  Subtenant  shall  not  make or  cause to be made any
alterations or improvements to the Premises except in accordance with the Master
Lease.  To the  extent  that  alterations  or  improvements  require  the Master
Landlord's  consent and/or Master Landlord is to receive copies of certain items
pursuant to the provisions of the Master Lease, Subtenant shall obtain the prior
written  consent  and/or  deliver  such items,  as  appropriate,  to both Master
Landlord  and  Sublandlord.  Except  as  expressly  set  forth in  Section  4.1,
Subtenant will protect, defend, indemnify and hold harmless Sublandlord from all
liabilities,  including  restoration  charges,  which may be  imposed  by Master
Landlord  or other  parties due to  Subtenant's  alterations,  improvements  and
tenant improvements.

         4.3  Condition of Premises.

                  4.3.1 Subtenant Inspection.  Subtenant represents and warrants
to Sublandlord that, as of the Effective Date, Subtenant shall have examined and
inspected all matters with respect to taxes, income and expense data,  insurance
costs, bonds, permissible uses, the Master Lease, zoning, covenants,  conditions
and restrictions  and all other matters which in Subtenant's  judgment bear upon
the value and  suitability of the Premises for Subtenant's  purposes.  Subtenant
has and will rely solely on Subtenant's  own inspection and  examination of such
items and not on any  representations  of Sublandlord or  Sublandlord's  agents,
express or implied. By entering this Lease,  Subtenant shall be deemed to accept
the Premises in its condition  existing as of the date of such entry and subject
to  all  applicable  municipal,   county,  state  and  federal  statutes,  laws,
ordinances,   including   zoning   ordinances,   regulations   and/or   recorded
restrictions  governing and relating to the use,  occupancy or possession of the
Premises.

                  4.3.2 Physical Condition.  Sublandlord represents and warrants
that, as of the Effective Date, the Premises,  without regard to the purpose for
which  Subtenant  will  use  them,  do not  violate  any  existing  covenant  or
restriction  of record or any  applicable  government  requirement.  Sublandlord
shall deliver the Premises  broom-clean  and free of debris,  with the plumbing,
lighting,  heating,  ventilating and air  conditioning  and all loading doors in
good  operating  condition.  With the  exception of such  specified  matters and
subject to  Sublandlord's  correction of the punchlist items pursuant to Section
4.2 above,  by taking  possession of the Premises,  Subtenant shall be deemed to
have  acknowledged  that (i) it has inspected the Premises,  (ii) it accepts the
Premises, (iii) the Premises is in good and sanitary order, and (iv) all work to
be performed by Sublandlord for the Premises has been satisfactorily  completed.
Subtenant   acknowledges   that   Subtenant   has  conducted   Subtenant's   own
investigation  of the  Premises and the physical  condition  thereof  including,
without  limitation,  accessibility  and  location  of  utilities,  improvements
existence  of  hazardous  materials  and  earthquake   preparedness,   which  in
Subtenant's  judgment  affect or influence  Subtenant's  use of the Premises and
Subtenant's willingness to enter this Sublease.

                                       -5-


<PAGE>


                  4.3.3   No   Representations.    Subtenant   recognizes   that
Sublandlord is subleasing the Premises on an "as is" basis, and that,  except as
expressly set forth herein,  Sublandlord has made no representations of any kind
in connection with improvements to or physical conditions of, or bearing on, the
use of the Premises.  Subtenant  shall rely solely on Subtenant's own inspection
and  examination of such items and not on any  representations  of  Sublandlord,
express  or  implied.  Subtenant  further  recognizes  and agrees  that  neither
Sublandlord  nor  Master  Landlord  shall be  required  to  perform  any work of
construction,  alteration  or  maintenance  of or  to  the  Premises;  provided,
however,  Sublandlord  shall  deliver the  Premises to  Subtenant in broom clean
condition  and in the same  arrangement  and  condition  as the Premises now is,
reasonable wear and tear and casualty excepted.

                                    ARTICLE 5
                         RIGHTS AND DUTIES OF SUBTENANT
                         ------------------------------

         5.1  Sublease  Subject to Master  Lease.  It is  expressly  understood,
acknowledged  and agreed by Subtenant  that this Sublease  shall  incorporate by
reference the terms,  conditions  and  covenants of the Master Lease,  except as
excluded in Section 5.2 herein,  modified as appropriate in the circumstances so
as to make  such  Sections,  applicable  only  to the  subleasing  hereunder  by
Sublandlord of the Premises covered hereby. Subtenant shall be subject to, bound
by and comply with all of said  Sections of the Master Lease with respect to the
Premises and shall  satisfy all  applicable  terms and  conditions of the Master
Lease  for the  benefit  of both  Sublandlord  and  Master  Landlord,  it  being
understood  and  agreed  that  wherever  in the Master  Lease the word  "Tenant"
appears,  for the  purposes  of this  Sublease,  the word  "Subtenant"  shall be
substituted,  and wherever the word "Landlord" appears, for the purposes of this
Sublease, the word "Sublandlord" shall be substituted;  and that upon the breach
of any of said terms,  conditions  or covenants of the Master Lease by Subtenant
or upon  the  failure  of  Subtenant  to pay  Rent  or  comply  with  any of the
provisions  of this  Sublease,  Sublandlord  may exercise any and all rights and
remedies  granted to Master  Landlord by the Master Lease.  Subtenant  expressly
acknowledges,  notwithstanding  anything to the contrary in this Sublease,  that
Subtenant's  duty to defend,  indemnify,  protect,  defend and hold  Sublandlord
harmless from and against any and all claims, liabilities,  penalties, losses or
expenses (including attorneys' fees and costs) pursuant to this Sublease, and as
more  specifically  set forth in the Master Lease,  shall include  Sublandlord's
duty to defend,  indemnify,  protect and hold Master Landlord  harmless from and
against  any and all  claims,  liabilities,  penalties,  forfeitures,  losses or
expenses (including attorneys' fees and costs).

         It is further  understood  and agreed that  Sublandlord  has no duty or
obligation to Subtenant under the aforesaid  Articles and Sections of the Master
Lease other than to maintain  the Master  Lease in full force and effect  during
the term of this Sublease; provided, however, that (a) Sublandlord shall use its
reasonable  and good  faith  efforts to cause  Master  Landlord  to perform  its
obligations  under the Master Lease, and (b) Sublandlord  shall not be liable to
Subtenant  for any earlier  termination  of the Master Lease which is not due to
the fault of Sublandlord. In the event of any conflict between this Sublease and
the  Master  Lease,  the terms of this  Sublease  shall  control.  Whenever  the
provisions  of the Master Lease  incorporated  as  provisions  of this  Sublease
require the written consent of Landlord,  said provisions  shall be construed to
require the written consent of both Master Landlord and  Sublandlord.  Subtenant
hereby acknowledges that it has

                                       -6-


<PAGE>


read and is  familiar  with all the terms of the Master  Lease,  and agrees that
this  Sublease  is  subordinate  and  subject to the  Master  Lease and that any
termination thereof shall likewise terminate this Sublease.

         5.2 Exclusions.  The terms and provisions of the following  Sections of
the Master Lease are not incorporated into this Sublease:  Master Lease Sections
1  (Parties),   2  (Lease  of  Premises),   3  (Term),  4  (Rent),  5  (Tenant's
Participation),  15 (Broker's  Fee),  18 (Option to Extend) 21  (Tenant's  Prior
Occupancy),  22.8  (Notices),  22.20  (Guarantor) and Exhibit "C" (Work Letter).
Notwithstanding  the  exclusion  of the  applicability  of  Section 5  (Tenant's
Participation)  of the Master Lease, the parties  acknowledge and agree that the
provisions  of Section 5 of the Master  Lease  relating  to the  sharing and net
profit from sale of the Premises,  as defined therein,  shall apply with respect
to Subtenant's  purchase of the Premises pursuant to the provision of Section 19
of the Master Lease.

         5.3 Time for Notice.  The time limits provided for in the provisions of
the Master Lease for the giving of notice, making of demands, performance of any
act, condition or covenant,  or the exercise of any right, remedy or option, are
amended for the purposes of this Sublease by  lengthening or shortening the same
in each instance by five (5) days, as appropriate, so that notices may be given,
demands made, or any act, condition or covenant performed,  or any right, remedy
or option hereunder exercised,  by Sublandlord or Subtenant, as the case may be,
within the time limit  relating  thereto  contained in the Master Lease.  If the
Master Lease allows only five (5) days or less for  Sublandlord  to perform any.
act or to undertake  to perform  such act or to correct any failure  relating to
the Premises or  this Sublease,  then Subtenant  shall  nevertheless  be allowed
three (3) days to  perform  such act,  undertake  such act and/or  correct  such
failure.

         5.4 Master Landlord's Obligations. It shall be the obligation of Master
Landlord  (i) to provide or cause to be provided  all services to be provided by
Master  Landlord  under the terms of the Master  Lease and (ii) to  satisfy  all
obligations and covenant of Master Landlord made in the Master Lease.  Subtenant
acknowledges  that Sublandlord  shall be under no obligation to provide any such
services or satisfy any such obligations or covenants;  provided,  however, that
Sublandlord agrees to use its reasonable and good faith efforts to cause. Master
Landlord to perform its obligations under the Master Lease.

                                    ARTICLE 6
                                    INSURANCE
                                    ---------

         Subtenant  covenants to name both Master  Landlord and  Sublandlord  as
insured parties as their interests may appear in the insurance policies required
under  Section 8 of the Master  Lease,  to the same extent that under the Master
Lease,  Master Landlord is to be named an insured party; to provide  Sublandlord
with  an  affidavit  of  delivery  of  such  required   insurance   policies  or
certificates  to  Master  Landlord;  and not to  allow  reduction  in  coverage,
cancellation or termination of such required  insurance  policies without giving
at least  thirty  (30) days  prior  written  notice to  Sublandlord  and  Master
Landlord. Subtenant shall deliver to Sublandlord, prior to the Rent Commencement
Date and from  time to  time,  certificates  of  insurance  indicating  that the
required  policies  of  insurance  are in full force and effect  throughout  the
entire term of this

                                       -7-



<PAGE>


Sublease. All insurance policies required to be carried by Sublandlord, pursuant
to the Master Lease,  shall be carried by Subtenant covering all improvements to
the Premises and covering  Subtenant's  liability and all such policies shall be
written in  accordance  with the  requirements  for such  insurance set forth in
Section 8 of the Master Lease;  provided,  however, that Subtenant shall only be
required to maintain in effect a course of construction  endorsement pursuant to
Section  8.3(a)(i) of the Master Lease during such times as construction work is
being performed in the Premises.

                                    ARTICLE 7
                                    INDEMNITY
                                    ---------

         Subtenant and Sublandlord further covenant to indemnify,  hold harmless
and  waive  rights  of  recovery  against  the  other  to the same  extent  that
Sublandlord and Master Landlord agreed to under Section 8 of the Master Lease.

                                    ARTICLE 8
                              DEFAULTS AND REMEDIES
                              ---------------------

         Subject to the time for notice  provisions of Section 5.3 above, in the
event of a default by  Subtenant,  Sublandlord  shall have all of the rights and
remedies against Subtenant as are set forth in Section 13 of the Master Lease as
though  Sublandlord were the landlord named therein and Subtenant was the tenant
named therein.

                                    ARTICLE 9
                                     NOTICES
                                     -------

         All notices or  correspondence  provided for herein shall be in writing
and shall be (i)  personally  delivered,  in which  event  they  shall be deemed
received on the date of delivery,  (ii) sent by certified mail, postage prepaid,
return receipt requested,  or by a professional courier company which provides a
receipt evidencing delivery, in which event they shall be deemed received on the
date of delivery as  evidenced by the  receipt;  or (iii) sent by telecopy.  Any
notice, request,  demand,  direction or other communication sent by cable, telex
or telecopy  must be confirmed  within two (2) business days by letter mailed or
delivered in accordance with the foregoing. The Master Landlord's, Sublandlord's
and  Subtenant's  addresses for written  notices  required to be given hereunder
shall be the  addresses  set forth in the Basic  Lease  Information,  or at such
other place  designated by advance  written notice  delivered in accordance with
the foregoing;  provided,  however,  that after July 5, 1998 Subtenant's address
shall be at the Premises.

                                       -8-
<PAGE>

                                   ARTICLE 10
                              TAXES AND ASSESSMENTS
                              ---------------------

          Should Subtenant fail to pay any taxes, assessments,  fees, or charges
required to be paid under the Master Lease, and as a result thereof. Sublandlord
is  required  to do so,  any such  amount so paid by  Sublandlord  shall  become
immediately  due and payable as Rent by Subtenant to  Sublandlord  together with
interest  thereon  at the  highest  legal  rate,  from  the date of  payment  by
Sublandlord  until paid by Subtenant.  Any such payment by Sublandlord shall not
be deemed to be a waiver of any other  rights which  Sublandlord  may have under
the  provisions  of this  Sublease or as  provided  by law,  it being  expressly
understood  that failure of Subtenant  to pay such taxes.  assessments,  fees or
charges  may at the  option of the  Sublandlord  be  treated as a default in the
performance  of the terms of this  Sublease.  Should  Subtenant  fail to pay any
taxes or assessments above described prior to the delinquency date thereof,  and
should any interest or  penalties  become due as a result of failure to pay said
taxes or assessments  prior to the delinquency  date thereof,  such interest and
penalties  shall also be payable by Subtenant.  If the right is given to pay any
of the  taxes,  assessments  or other  impositions  which  Subtenant  is  herein
obligated  to pay  either  in one sum or in  installments,  Subtenant  may elect
either mode of payment.

                                   ARTICLE 11
                                OFFICE FURNITURE
                                ----------------

          Sublandlord  shall leave in the Building for the use of Subtenant  all
of the  furniture  listed on Exhibit B hereto  ("Furniture").  Subtenant  hereby
agrees to purchase the Furniture  from  Sublandlord  on the following  terms and
conditions.  All of the  Furniture  shall be  accepted  in its as-is  condition,
without any representation or warranty whatsoever by Sublandlord.  Commencing on
the Rent  Commencement Date and,  thereafter,  on the first of each month of the
Term, the Subtenant shall pay  Sublandlord  Five Thousand  Dollars  ($5,000) per
month  for a  total  of  fifty-nine  (59)  payments,  with a final  payment  the
following  month in the  amount of Five  Thousand  One  Dollars  ($5,001).  Upon
receipt of all such payments,  Sublandlord  shall provide to Subtenant a bill of
sale with respect to the Furniture.

                                   ARTICLE 12
                              SUBLANDLORD'S WAIVER
                              --------------------

          Sublandlord  agrees to execute  and  deliver to  Subtenant a waiver of
Sublandlord's  rights with respect to personal  property located in the Building
substantially  in the  form of the  agreement  attached  hereto  as  Exhibit  C;
provided,  however,  that  Sublandlord's  obligations  under this Article 12 are
conditioned  upon the delivery of a comparable  agreement  from Master  Landlord
with respect to Master  Landlord's  rights under the Master Lease.  In the event
that  Sublandlord  is unable to execute and deliver to  Subtenant  the waiver of
Sublandlord's  rights  pursuant  to this  Article  12,  this  Sublease  shall be
terminated and the Security Deposit under Section 3.6 above shall be returned to
Subtenant within five (5) business days.

                                       -9-

<PAGE>

                                   ARTICLE 13
                             REPAIRS AND MAINTENANCE
                             -----------------------

          With the  exception  of  Master  Landlord's  obligations  pursuant  to
Section 7.4 of the Master  Lease,  which shall be performed at  Landlord's  sole
expense,  Subtenant shall, at Subtenant's sole expense, keep the entire Premises
in good order and sanitary  condition,  and repair any damage  thereto caused by
Subtenant  or   Subtenant's   agents,   employees  or   contractors.   Subtenant
acknowledges  that  Sublandlord is under no duty to make repairs or improvements
to the Premises,  and Subtenant hereby waives any right it may have at law or in
equity to enforce the same. Notwithstanding the foregoing,  Sublandlord shall be
responsible for cost of any  improvements or modifications to the portion of the
Premises  outside  the  Building  in order to  comply  with the  Americans  with
Disabilities  Act,  except to the extent such matters are caused by  Subtenant's
use. Further,  Sublandlord shall warrant that all mechanical,  air conditioning,
electrical and plumbing shall be in good working  condition for the first twelve
(12)  months  of the  Term,  with the  exception  of any  matters  caused by the
negligence or willful misconduct of Subtenant.

                                   ARTICLE 14
                               HAZARDOUS MATERIALS
                               -------------------

          14.1  Compliance  with  Master  Lease  Requirements.  Subtenant  shall
strictly   comply  with  all   sections  in  Section  20  ("Toxic  or  Hazardous
Substances") of the Master Lease. Subtenant, at its sole expense, shall be fully
responsible  for the  storage,  handling  and disposal of all Toxic or Hazardous
Substances used or allowed in or on the Premises by the Subtenant.

          14.2 Sublandlord's Representations and Warranties.  Sublandlord hereby
represents  and warrants to the best of its current  actual  knowledge,  without
inspection, that the Premises are free from any Toxic or Hazardous Substances in
violation applicable laws. Sublandlord shall protect, defend, indemnify and hold
Subtenant  harmless from and against any and all claims,  costs,  liabilities or
damages arising out of or relating to any breach of the  representations  and/or
warranties of this Section 14.2.

                                   ARTICLE 15
                              SURRENDER OF PREMISES
                              ---------------------

          Subtenant shall peaceably  surrender the Premises to Sublandlord  upon
expiration or earlier termination of this Sublease, in broom-clean condition and
in as  good  condition  as  when  Subtenant  took  possession,  except  for  (i)
reasonable wear and tear, (ii) loss by fire or other casualty, and (iii) loss by
condemnation.  Subtenant  shall on  Sublandlord's  request,  remove  Subtenant's
personal  property upon the  expiration or earlier  termination of this Sublease
and  promptly  repair  all damage to the  Premises  or  Building  caused by such
removal.

          If  Subtenant  abandons  the  Premises,  any of  Subtenant's  personal
property  left  on the  Premises  shall  be  deemed  to be  abandoned,  and,  at
Sublandlord's  option,  and subject to the provisions of Article 12 above, title
shall pass to Sublandlord under this Sublease as by a bill of sale. If Subtenant
abandons the Premises and Sublandlord elects to remove all or any part

                                      -10-


<PAGE>


of Subtenant's Property, the reasonable cost of removal, including repairing any
damage to the  Premises or  Building  caused by such  removal,  shall be paid by
Subtenant.  Upon  the  expiration  of the  Term or  earlier  termination  of the
Sublease,  Subtenant  shall  surrender all keys and security access cards to the
Premises.

                                   ARTICLE 16
                                TERMINATION RIGHT
                                -----------------

          Sublandlord  agrees,  for so long as Subtenant has not been in default
under this  Sublease  after  notice of such  default and the  expiration  of the
applicable  cure  period,  that  Sublandlord  shall  not  exercise  its right to
terminate the Master Lease pursuant to Section 3.3 thereof

                                   ARTICLE 17
                                   SUBLEASING
                                   ----------

          Master  Landlord and  Sublandlord  agree to consent to the Sublease of
all or a  portion  of the  Premises  to one or  more  wholly-owned  subsidiaries
("Subsidiary(ies)")   of  Fields  Aircraft  Spares,  Inc.,  a  Utah  corporation
("Parent"),  provided that each such Subsidiary  agrees to comply with all terms
and  conditions  of the Sublease,  and to be jointly and  severally  liable with
Subtenant for all  obligations of Subtenant under the Lease. At such time as any
such  Subsidiary(ies)  are no longer  owned,  in whole or in part,  directly  or
indirectly,  by Parent, and such Subsidiary(ies) no longer occupy any portion of
the Premises,  such Subsidiary(ies) shall be released from any and all liability
arising under this Sublease thereafter.

                                   ARTICLE 18
                                  MISCELLANEOUS
                                  -------------

          18.1 Entire  Agreement.  This Sublease and the applicable  portions of
the Master Lease  contained by reference  herein,  contain all of the covenants,
conditions and agreements between the parties concerning the Premises, and shall
supersede  any and  all  prior  correspondence,  agreements  and  understandings
concerning the Premises,  both oral and written.  No addition or modification of
any term or provision of this  Sublease  shall be effective  unless set forth in
writing and signed by both Sublandlord and Subtenant.

          18.2 Captions.  All captions and headings in this Sublease are for the
purposes  of  reference  and  convenience  and shall  not  limit or  expand  the
provisions of this Sublease.

          18.3 Master  Landlord's  Consent.  This Sublease is  conditioned  upon
Master Landlord's written approval of this Sublease. If Master Landlord fails to
consent  to this  Sublease  within  fifteen  (15) days after the  execution  and
delivery hereof by Sublandlord and Subtenant,  this Sublease shall terminate and
neither party shall have any continuing  obligation to the other with respect to
the Premises.

                                      -11-


<PAGE>


         18.4  Authority.  Each person  executing  this  Sublease on behalf of a
party hereto  represents and warrants that he or she is authorized and empowered
to do so and to thereby bind the party on whose behalf he or she is signing.

          18.5 Attorneys' Fees. In the event either party shall bring any action
or  proceeding  for damages or for an alleged  breach of any  provision  of this
Sublease to recover  rents,  or to enforce,  protect or  establish  any right or
remedy hereunder,  the prevailing party shall be entitled to recover  reasonable
attorneys' fees and court costs as part of such action or proceeding.

          18.6 Brokers.  Subtenant  warrants for the benefit of Sublandlord that
it has had no dealings on Subtenant's behalf with any real estate broker,  agent
or finder,  other than the Brokers set forth in the Basic Sublease  Information,
in connection  with the  negotiation of this  Sublease,  and that it knows of no
other real estate broker or agent who is entitled to any  commission or finder's
fee in connection with the Premises or this Sublease.  Subtenant shall indemnify
Sublandlord and hold  Sublandlord  harmless from and against any and all claims,
demands, losses, liabilities, lawsuits, judgments, costs and expenses (including
without  limitation  attorneys'  fees and  costs)  arising  from any claim for a
leasing commission or equivalent  compensation alleged to be owing on account of
Subtenant's  dealings  with any real estate broker or agent other than Broker in
connection with the Premises or this Sublease.

          18.7  Counterparts.  This  Sublease  may be  executed in any number of
counterparts,  each of which shall be deemed to be an original  and all of which
taken together shall comprise but a single instrument.

         IN WITNESS  WHEREOF,  the parties  hereto have executed one (1) or more
copies of this Sublease, effective as of the Effective Date.

SUBLANDLORD:                               SUBTENANT:

Sunrise Medical HHG Inc., a California     Fields Aircraft Spares, Incorporated,
Corporation                                a California corporation

By:      /s/ S. Jaye                       By: /s/ Alan M. Fields
   ----------------------                     ---------------------------
Name:  Steven Jaye                         Name: Alan M. Fields
Title:   Secretary                         Title: President and CEO

By:                                        By: /s/ L. J. Troyna
   ----------------------                     ---------------------------
Name:                                      Name: L. J. Troyna
Title:                                     Title: Chief Financial Officer


                                      -12-

<PAGE>


                         CONSENT OF MASTER LANDLORD AND
                           FIRST AMENDMENT TO SUBLEASE

         By execution of a  counterpart  of this Consent of Master  Landlord and
First Amendment to Sublease,  each tenant in common  comprising  Master Landlord
hereby  consents to the terms and  conditions of the foregoing  Sublease,  dated
April 28, 1998, by and between  Sunrise  Medical HHG Inc., as  Sublandlord,  and
Fields Aircraft Spares Incorporated,  as Subtenant, and all parties hereto agree
to the terms and conditions hereof.

         1. This consent to the Sublease  shall not release  Sublandlord  of its
obligations  or  alter  the  liability  of the  Sublandlord  to pay the rent and
perform and comply with all of the  obligations  of  Sublandlord to be performed
under  the  Master  Lease.  Master  Landlord  does not  consent  or agree to any
modifications  of  the  Master  Lease,  with  the  exception  of  the  following
provisions of the Sublease, to which Master Landlord hereby consents:

                  (a)  Sublandlord  (and  Subtenant)  shall only be  required to
maintain in effect a course of construction  insurance  endorsement  pursuant to
Section  8.3(a)(i) of the Master Lease during such times as construction work is
being performed in the Premises; and


                  (b) Master  Landlord  consents to Article 17 of the  Sublease,
entitled "Subleasing."


         2. The  acceptance  of rent or any other sums by Master  Landlord  from
Subtenant and/or anyone else liable under the Master Lease shall not be deemed a
waiver by Master Landlord of any provisions of the Master Lease.

         3. Except as set forth in Article 17 of the Sublease, Master Landlord's
consent  to the  Sublease  shall  not  constitute  a consent  to any  subsequent
subletting or assignment.

         4. In the event of a Default of  Sublandlord  under the  Master  Lease,
Master Landlord may proceed directly against  Sublandlord,  the Guarantor of the
Master  Lease or anyone  else  liable  under the  Master  Lease or the  Sublease
without first exhausting Master Landlord's  remedies against any other person or
entity liable therein to Master Landlord.

         5.  Master  Landlord  does not agree to deal  directly  with  Subtenant
respecting any matter relating to Premises.

         6.  Master  Landlord  does not  agree to  attorn  to  Subtenant  upon a
termination  of the Master Lease.  In the event of any default by Sublandlord of
any of its  obligations  to be  performed  under the  Master  Lease  beyond  any
applicable cure period, or in the event of the bankruptcy or other disability of
the  Sublandlord,  then  Master  Landlord,  at its  option,  and  without  being
obligated to do so, may require Subtenant to attorn to Master Landlord, in which
event Master Landlord shall  undertake the obligations of Sublandlord  under the
foregoing  Sublease from the time of the exercise of said option to  termination
of the Sublease,  but Master  Landlord shall not be liable for any prepaid rents
nor any security deposit paid by Subtenant,  nor shall Master Landlord be liable
for any other default by Sublandlord of its obligations to be performed under



<PAGE>



the Sublease.  Lease Guarantor  agrees that any such attornment  shall in no way
affect the guaranty of Lease Guarantor of its obligations  pursuant to the terms
of the Lease  Guarantee  dated April 16, 1993,  which  Guarantee shall remain in
full force and effect.

          7. The Sublease shall be amended to include the following  provisions,
 which shall supersede any inconsistent provisions thereof:

                  (a) Subject to Article 17 of this Sublease,  without the prior
written consent of Master Landlord,  Master Landlord's Mortgagee,  and any other
mortgagee of the Premises (if such  approval is required by mortgagee  under the
loan documents),  Subtenant shall not: (i) assign, or in any manner transfer the
Sublease or any estate or interest therein, or (ii) permit any assignment of the
Sublease or any estate or interest  therein by  operation of law, or (iii) grant
any license,  concession,  or other right of occupancy of any parties other than
Subtenant,  its affiliates,  agents and employees,  or (iv) mortgage,  pledge or
otherwise  encumber  all, or any part of, the  Sublease  or any  interest in the
Premises.

                  (b) The voluntary or other surrender of the Master Lease shall
not,  without the prior written consent of Landlord's  Mortgagee,  result in the
merger of the estate of the  Sublandlord  with the estate of Subtenant.  Neither
the  exercise  of Master  Landlord's  rights  under the  Master  Lease  upon the
occurrence of an Event of Default by Tenant,  nor the exercise of  Sublandlord's
rights  under  the  Sublease  upon the  occurrence  of an Event  of  Default  by
Subtenant,  shall,  without  the prior  written  consent  of  Master  Landlord's
Mortgagee,  result in the  merger of the  estate  of the  Sublandlord  under the
Sublease  with the estate of the Subtenant  hereunder.  Except at the end of the
Sublease Term, Sublandlord will not, without the prior written consent of Master
Landlord's Mortgagee,  accept a voluntary surrender of the Sublease or the state
created thereby and will not consent to any amendment of the Sublease.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK)

                                       -2-



<PAGE>



         8. This Consent of Master  Landlord and First Amendment to Sublease may
be executed in any number of  counterparts,  each of which shall be deemed to be
an  original  and all of  which  taken  together  shall  comprise  but a  single
instrument.

         IN WITNESS  WHEREOF,  the parties  hereto have executed one (1) or more
copies of this  Consent of Master  Landlord  and First  amendment  to  Sublease,
dated, for reference purposes, as of May 26, 1998.

SUBLANDLORD:                            SUBTENANT:
------------                            ----------

SUNRISE MEDICAL HHG INC., a             FIELDS AIRCRAFT SPARES
Delaware corporation                    INCORPORATED, a California Corporation

By:  /s/ S. Jaye                        By: /s/ Alan M. Fields
   --------------------------              ----------------------------------
Name: Sedela Jaye                       Name: Alan M. Fields
Title:   Secretary                      Title:   President and CEO

By:  /s/ R. H. Chandler                 By:  /s/ Lawrence Troyna
   --------------------------              ----------------------------------
Name:  Richard H. Chandler              Name: Lawrence Troyna
Title:     Chairman                     Title: Director and Chief Financial
                                               Officer

MASTER LANDLORD:

RIDLEY BUILDING CO., LTD., a
California general  partnership

By: /s/ Nancy McDonald                        /s/ Walter Bennett
   --------------------------              ----------------------------------
    Nancy McDonald                      WALTER BENNETT, as Trustee of the
Its: Managing Partner                   Walter Bennett and Betty Jean Bennett
                                        Living Trust dated January 15, 1986

By: /s/ Cynthia Forsyth
   ---------------------------
    Cynthia Forsyth
Its: Managing Partner



                                       -3-


<PAGE>



/s/ Laurie Ellestad                     /s/ Kenneth Svendstrup Ross
----------------------------------      -----------------------------------
LAURIE ELLESTAD                         KENNETH SVENDSTRUP ROSS


                                        /s/ Barbara Montgomery Ross
                                        ------------------------------------
                                        BARBARA MONTGOMERY ROSS, as co-
                                        Trustees of the Ross Family Trust dated
                                        March 15, 1998


/s/ Craig M. Bennett                    /s/ Craig M. Bennett
----------------------------------      -----------------------------------
CRAIG M. BENNETT, as Custodian for      CRAIG M. BENNETT, as Custodian for
Andrew A. Bennett under CUTMA           Elizabeth J. Bennett under CUTMA


/s/ Laurie Bennett Ellestad             /s/ Laurie Bennett Ellestad
----------------------------------      -----------------------------------
LAURIE BENNETT ELLESTAD, Trustee of the LAURIE  BENNETT  ELLESTAD,  as 
Laurie Bennett Ellestad Living          Custodian for Jennifer J. Ellestad under
Trust dated November 3, 1992            CUTMA


/s/ Laurie Bennett Ellestad             /s/ Laurie Bennett Ellestad
----------------------------------      -----------------------------------
LAURIE BENNETT ELLESTAD, as             LAURIE BENNETT ELLESTAD, as
Custodian for Deanna Ellestad under     Custodian for Eric Ellestad under CUTMA
CUTMA


/s/ Harold C. Bennett                   /s/ Harold C. Bennett
----------------------------------      -----------------------------------
HAROLD C. BENNETT, as Trustee of the    HAROLD C. BENNETT, as Custodian for
Harold C. Bennett Living Trust, a       Todd G. Bennett under CUTMA
restated  August 20, 1993


/s/ Harold C. Bennett                   /s/ Craig M. Bennett
----------------------------------      -----------------------------------
HAROLD C. BENNETT, as Custodian for     CRAIG M. BENNETT, as Trustee of the
Ashley C. Bennett under CUTMA           Craig M. Bennett Living Trust, dated
                                        January 6, 1998

/s/ Craig M. Bennett
----------------------------------
CRAIG M. BENNETT, as Custodian for
Katherine Bennett under CUTMA


                                      -4-

<PAGE>


                         PEPPERTREE SOUTH BUSINESS PARK
                             SIMI VALLEY, CALIFORNIA

                                   LEASE WITH

                            GUARDIAN PRODUCTS, INC.

                               September 15, 1992


<PAGE>


                         PEPPERTREE SOUTH BUSINESS PARK
                             SIMI VALLEY, CALIFORNIA

                                   LEASE WITH

                            GUARDIAN PRODUCTS, INC.

                               TABLE OF CONTENTS

SECTION  1    PARTIES......................................  Page 1 of 27

SECTION  2    LEASE OF PREMISES............................  Page 1 of 27
         2.1  Demise.......................................  Page 1 of 27
         2.2  Title of Reports ............................  Page 1 of 27
         2.3  Building Area ...............................  Page 1 of 27
         2.4  Additional Parking...........................  Page 2 of 27

SECTION  3    TERM ........................................  Page 2 of 27
         3.1  Term ........................................  Page 2 of 27
         3.2  Delay in Commencement........................  Page 2 of 27
         3.3  Tenant's Right to Terminate Lease............  Page 3 of 27

SECTION  4    RENT ........................................  Page 4 of 27
         4.0  General .....................................  Page 4 of 27
         4.1  Fixed Rent October 1, 1993...................  Page 4 of 27
         4.2  Rent Pre-October 1, 1993.....................  Page 4 of 27
         4.3  Adjustments To Rent For Tenant
              Improvement Work ............................  Page 4 of 27
         4.4  Rent Adjustments For CPI ....................  Page 4 of 27

SECTION  5    TENANT'S PARTICIPATION IN NET OPERATIONAL 
              CASH FLOW AND NET PROFIT FROM SALE ..........  Page 6 of 27
         5.1  Tenant's Participation ......................  Page 6 of 27
         5.2  Subordination to Secured Leaders ............  Page 6 of 27
         5.3  Tenant Not to be In Default/Limitation
              of Tenant Liability .........................  Page 6 of 27
         5.4  Accounting Methods and Dates Payable.........  Page 6 of 27
         5.5  Net Operational Cash Flow Defined ...........  Page 6 of 27
         5.6  Landlord's Operational Expenses Defined......  Page 6 of 27
         5.7  Landlord's Secured Debt Service Defined......  Page 7 of 27
         5.8  Landlord's Equity Defined....................  Page 7 of 27
         5.9  Net Profit from Sale Defined ................  Page 7 of 27
         5.10 Total Costs of Construction Declined ........  Page 7 of 27

SECTION  6    USE .........................................  Page 8 of 27
         6.1  Use .........................................  Page 8 of 27
         6.2  Compliance with Law..........................  Page 8 of 27
         6.3  Condition of Premises........................  Page 9 of 27

<PAGE>

SECTION  7    MAINTENANCE, REPAIRS AND ALTERATIONS ........  Page 9 of 27
         7.1  Tenant's Obligations ........................  Page 9 of 27
         7.2  Surrender ...................................  Page 9 of 27
         7.3  Landlord's Rights ...........................  Page 10 of 27
         7.4  Landlord's Obligations ......................  Page 10 of 27
         7.5  Alterations and Additions ...................  Page 10 of 27

SECTION  8    INSURANCE INDEMNITY .........................  Page 11 of 27
         8.1  Insuring Party ..............................  Page 11 of 27
         8.2  Liability Insurance .........................  Page 11 of 27
         8.3  Property Insurance ..........................  Page 11 of 27
         8.4  Insurance Policies ..........................  Page 11 of 27
         8.5  Waiver of Subrogation .......................  Page 11 of 27
         8.6  Indemnity ...................................  Page 12 of 27
         8.7  Exemption of Landlord from Liability.........  Page 12 of 27

SECTION  9    DAMAGE OR DESTRUCTION .......................  Page 12 of 27
         9.1  Partial Damage - Insured.....................  Page 12 of 27
         9.2  Partial Damage - Uninsured...................  Page 12 of 27
         9.3  Total Destruction............................  Page 12 of 27
         9.4  Damage Near End of Term......................  Page 13 of 27
         9.5  Abatement of Rent; Tenant's Remedies.........  Page 13 of 27
         9.6  Termination - Advance Payments ..............  Page 13 of 27 
         9.7  Waiver ......................................  Page 13 of 27

SECTION 10    REAL PROPERTY TAXES .........................  Page 13 of 27
        10.1  Payment of Taxes ............................  Page 13 of 27
        10.2  Definition of "Real Property Tax" ...........  Page 13 of 27
        10.3  Joint Assessment ............................  Page 14 of 27
        10.4  Personal Property Taxes .....................  Page 14 of 27

SECTION 11    UTILITIES ...................................  Page 14 of 27

SECTION 12    ASSIGNMENT AND SUBLETTING ...................  Page 14 of 27
        12.1  Landlord's Consent Required .................  Page 14 of 27
        12.2  Tenant Affiliate ............................  Page 14 of 27
        12.3  No Release of Tenant ........................  Page 14 of 27
        12.4  Additional Rent On Assignment................  Page 14 of 27
        12.5  Attorney's Fees .............................  Page 15 of 27

SECTION 13    DEFAULTS; REMEDIES ..........................  Page 15 of 27
        13.1  Defaults.....................................  Page 15 of 27
        13.2  Remedies ....................................  Page 15 of 27
        13.3  Default by landlord..........................  Page 16 of 27
        13.4  Late Charges.................................  Page 16 of 27

SECTION 14    CONDEMNATION ................................  Page 16 of 27

SECTION 15    BROKERS'S FEE................................  Page 17 of 27



<PAGE>

SECTION 16    SUBORDINATION ...............................  Page 17 of 27
        16.1  Mortgage and Ground Leases ..................  Page 17 of 27
        16.2  Successors of Mortgage and Ground Leases.....  Page 17 of 27
        16.3  Non-Disturbance .............................  Page 17 of 27

SECTION 17    SIGNS AND AUCTIONS ..........................  Page 18 of 27

SECTION 18    OPTION TO EXTEND ............................  Page 18 of 27

SECTION 19    OPTION TO PURCHASE AND RIGHT OF FIRST 
              REFUSAL .....................................  Page 18 of 27
        19.1  Option Notice ...............................  Page 18 of 27
        19.2  Actions of Parties ..........................  Page 18 of 27
        19.3  Closing Date ................................  Page 18 of 27
        19.4  No Contingencies to Tenant's Obligations.....  Page 18 of 27
        19.5  Purchase Price ..............................  Page 19 of 27
        19.6  Title .......................................  Page 20 of 27
        19.7  Costs and Prorations ........................  Page 20 of 27
        19.8  Representations .............................  Page 20 of 27
        19.9  Right Of First Refusal ......................  Page 20 of 27
        19.10 Termination of Lease on Purchase ............  Page 21 of 27

SECTION 20    TOXIC OR HAZARDOUS SUBSTANCES ...............  Page 21 of 27
        20.1  Tenant's Use ................................  Page 21 of 27
        20.2  Notice or Violation .........................  Page 21 of 27
        20.3  Landlord's and Tenant's Default..............  Page 21 of 27
        20.4  Landlord's Representations ..................  Page 21 of 27
              
SECTION 21    TENANT'S PRIOR OCCUPANCY ....................  Page 22 of 27

SECTION 22    GENERAL PROVISIONS ..........................  Page 22 of 27
        22.1  Estoppel Certificate ........................  Page 22 of 27
        22.2  Landlord's Liability ........................  Page 23 of 27
        22.3  Severability ................................  Page 23 of 27
        22.4  Interest on Past-due Obligations ............  Page 23 of 27
        22.5  Time of Essence .............................  Page 23 of 27
        22.6  Captions ....................................  Page 23 of 27
        22.7  Incorporation of Prior Agreements;
              Amendments...................................  Page 23 of 27
        22.8  Notices......................................  Page 23 of 27
        22.9  Waivers .....................................  Page 24 of 27
        22.10 Recording....................................  Page 24 of 27
        22.11 Holding Over.................................  Page 24 of 27
        22.12 Cumulative Remedies..........................  Page 24 of 27
        22.13 Covenants and Conditions.....................  Page 25 of 27
        22.14 Binding Effect; Choice of Law................  Page 25 of 27
        22.15 Attorney's Fees .............................  Page 25 of 27
        22.16 Landlord's Access ...........................  Page 25 of 27
        22.17 Merger ......................................  Page 25 of 27
        22.18 Corporate Authority .........................  Page 25 of 27
        22.19 Consent/Duty to Act Reasonably...............  Page 25 of 27


<PAGE>

        22.20 Guarantor ...................................  Page 25 of 27
        22.21 Quiet Possession ............................  Page 25 of 27
        22.22 Rent Defined ................................  Page 26 of 27
        22.23 Furnishing of Financial Statement; 
              Tenant's Representations ....................  Page 26 of 27
        22.24 Changes Requested by Lender..................  Page 26 of 27

                                    EXHIBITS

Exhibit "A"           Legal Description
Exhibit "B"           Depiction of Premises
Exhibit "C"           Work Letter Agreement
  {Schedule 1)        Definition of Leasehold Improvements
  {Schedule 2)        Preliminary Budget Estimate
  {Schedule 3)        Final Space Plans
Exhibit "D"           Guaranty of Lease



<PAGE>




                         PEPPERTREE SOUTH BUSINESS PARK
                             SIMI VALLEY, CALIFORNIA

                                   LEASE WITH

                             GUARDIAN PRODUCTS, INC.

 SECTION 1. PARTIES
       THIS LEASE ("Lease"),  dated  for reference purposes only, September  15,
              1992,  is made by and  between  LA CANADA  FLINTRIDGE  DEVELOPMENT
              CORPORATION,  a  California  corporation,   LCF  INCOME  GROUP,  a
              California general partnership, JERVE M. JONES, an individual, and
              PEPPERTREE  CORPORATE  BUSINESS PARK,  LTD., a California  limited
              partnership, as tenants-in-common, (collectively, "Landlord")

                                       and

              GUARDIAN PRODUCTS,  INC., a California corporation,  together with
              any  assignee   approved  by  Landlord  or   otherwise   permitted
              hereunder, ("Tenant").


 SECTION 2.   LEASE  OF PREMISES

         2.1  Demise.

         Landlord  hereby leases to Tenant,  and Tenant leases from Landlord for
the term, at the rental,  and upon all of the conditions set forth herein,  that
certain real  property  situated in the City of Simi Valley,  County of Ventura,
State of California,  the legal description of which is attached as Exhibit "A",
and the site plan of which is  depicted  on  Exhibit  "B",  attached  hereto and
incorporated  herein  by  this  reference  (the  "Real  Property"),  part of the
Peppertree  South  Business Park (the  "Project").  and to be  constructed  as a
free-standing  building  comprising of  approximately  120,000 gross square feet
("Building")  together with a minimum of 291 parking  spaces in compliance  with
applicable  law  and  other  appurtenant   improvements  constructed  or  to  be
constructed  and located on the Real Property in accordance with the Work Letter
Agreement  attached  hereto  as  Exhibit  C  and  incorporated  herein  by  this
reference,  excluding  any such item owned by public or private  utilities.  The
Real  Property  including  the  land  and  all  improvements  thereon  or  to be
constructed  thereon,  are herein called "the  Premises."  Landlord will use its
best  efforts  to change  the name of  Brandeis  Avenue to a name using the name
Guardian.

         2.2  Title Reports.

         Landlord owns the Real  Property and the property  which is the subject
of Tenant's  additional  parking  rights as described in Section 2.4  Additional
Parking and has  furnished  to Tenant a copy of that certain  preliminary  title
report covering the Real Property and Additional Parking Site from Pacific Title
Guaranty bearing Order No. 504598-R-WBS, dated as of December 18, 1991. Landlord
shall  deliver a date-down of such title report within thirty (30) days prior to
the "Commencement  Date" defined in Section 3.1 below (the "Final Title Report")
(which  Tenant may convert to a title  policy  insuring  Tenant's  interest,  at
Tenant's sole election and expense) showing the Real Property and the Additional
Parking  Site to be subject only to a lien for current  taxes and to  exceptions
which were in the initial title report which Tenant  approved on a  commercially
reasonable basis, such as easements  necessary to the operation of the Building.
2.3 Building Area.

         Landlord and Tenant hereby agree that the Building, which shall include
a mezzanine,  shall  contain a  proximately  120,000  gross square fee as of the
Commencement   Date.  The  Building  will  be  constructed  to  include  certain
structural  supports  in  contemplation  of an  addition  or  additions  to  the
mezzanine.  Landlord  hereby agrees that Tenant may  construct  such addition or
additions,  and  Landlord  hereby  consents  to the same and waives any right it
might  otherwise have hereunder to require Tenant to remove any such addition at
the expiration of the term hereof  provided Tenant  otherwise  complies with the
provisions of Sections 7.5(b) and (c) hereof and provided further, that Landlord
shall have no obligation to provide financing for such  construction.  If Tenant
provides  such  financing  and proceeds to expand the mezzanine in the Building,
then,  upon  completion and occupancy of such mezzanine area, the rental payable
under this Lease shall not be increased and the Building  shall be considered by
Landlord and Tenant to have the same number of rentable square feet which it had
prior to the expansion of such mezzanine.


<PAGE>

         2.4  Additional Parking.

         (a) If Tenant adds to the  mezzanine  area as  described in Section 2.3
above,  and because of such  addition,  additional  parking  spaces are required
under applicable building ordinances, or because of a change in use or change in
code or because of the needs of Tenant,  its employees or invitees, Tenant shall
have the option to  include as part of the  Premises a portion of the land owned
by Landlord adjacent to the Premises (the "additional land").

         (b) The  additional  land shall not exceed that necessary to provide up
to 59 additional  parking spaces or in the aggregate 350 spaces (291 spaces plus
59 spaces). Landlord shall have the right to designate the additional land which
shall be within 300 feet walking distance to the Premises.

         (c)  Landlord  shall  have the  right to  change  the  additional  land
designated if Landlord  believes such change is reasonably  necessary,  provided
Landlord  designates  other  land  within  300 feet  (walking  distance)  of the
Premises as the additional land.

         (d) The rent for the  additional  parking  spaces  shall be $37.00  per
space, payable monthly, and shall be in addition to Rent otherwise payable. Such
rent shall be subject to adjustment  in accordance  with the CPI as set forth in
Section 4.4 and subject to the limitations  contained  therein  (commencing with
the fifty-fifth (55th) month following the Commencement Date, defined in Section
3.1  below,  and on each  thirtieth  (30th)  month  thereafter).  The  rent  for
additional  parking  spaces,  in the amount of $37.00 per space, is subject to a
decrease if the actual construction costs are less than estimated.

         (e)  The  unexercised  option  hereunder  shall  expire  when  Landlord
delivers to Tenant a factually  correct  written  notice that within  sixty (60)
days  following  the  date of such  notice,  Landlord  shall no  longer  own any
adjacent property, or shall have leased all such adjacent property for more than
three (3) years.

         (f)  Landlord  shall pay for all costs of  construction  of the parking
spaces, including site preparation,  excavation, striping, landscaping, and fees
for consultants,  engineers,  architects,  and building permits.  The design and
construction shall be subject to Tenant's reasonable approval.

         (g) Following  the  completion of  the  additional  parking  spaces and
delivery to Tenant,  Tenant shall pay all costs of  maintenance,  operation  and
repair of the parking area on the additional land.

SECTION  3.   TERM

         3.1  Term.

         The term of this Lease shall be for  approximately  fifteen  (15) years
commencing  on the date  which  is on or after  July 1,  1993 and  fifteen  (15)
business days following the date upon which the Tenant  Improvements (as defined
in Section 3 of Exhibit C, the Work Letter  Agreement)  have been  substantially
completed,  as certified by Landlord's architect in accordance with Section 5 of
the Work Letter Agreement ("Commencement Date") plus any period prior to October
1, 1993. The term of the Lease shall end on the later of: September 30, 2008, or
the last day of the  month in which  the  fifteenth  (15th)  anniversary  of the
Commencement Date occurs.

         3.2  Delay in Commencement.

         (a) Landlord  shall use  commercially  reasonable  efforts to cause the
Commencement  Date to occur on or prior to October 1, 1993,  provided,  however,
that the  Commencement  Date shall be  extended  for up to two (2) months to the
extent of any "Force Majeure  Delay" as to Section  3.2(b)(i) and up to five (5)
months to the  extent of Section  3.2(b)(ii)  "Force  Majeure  Delay" or for the
period of any "Tenant  Delay", as those terms are defined in this  Section 3. To
the extent the  Commencement  Date has been  delayed  because  Landlord has been
delayed  in  substantially  completing  any  work to be  performed  by  Landlord
pursuant to the Work Letter  Agreement  as a result of a Tenant  Delay,  then as
soon as reasonably  possible  following the  Commencement  Date,  Landlord shall
provide to Tenant a  reasonably  particularized  statement  of the net number of
Tenant Delays which actually delayed Landlord,  and Tenant shall pay to Landlord
as additional  rent under the Lease,  the product of the per diem Rent times the
number of days that such net Tenant delays caused the Commencement Date to be so
delayed,  such payment to be made within thirty (30) days after Tenant's receipt
of the invoice from Landlord together with said particularized statement.

         (b) The  term  "Force  Majeure  Delay"  shall  mean  any  delay  in the
substantial completion of the Tenant Improvements which is attributable to any:

             (i)  delay   or  failure   to   perform   attributable   to   civil
disturbance,  future order claiming jurisdiction,  act of the public enemy, war,
riot,  sabotage,  blockade,  embargo,  inability to secure customary  materials,
supplies or labor through  ordinary  sources by reason of regulation or order of
any government or regulatory body; or

             (ii) delay  attributable to  lightning,  earthquake,  fire,  storm,
hurricane, tornado, flood, washout or

                                                                    Page 2 of 27

<PAGE>

explosion.

Any  prevention,  delay or stoppage due to any Force  Majeure Delay shall excuse
the  performance of the Landlord for a period of time equal to the period of any
such  prevention,  delay or stoppage,  up to a maximum of two (2) months,  as to
Section 3.2(b)(i) items and five (5) months as to Section 3.2(b)(ii) items.

         (c) "Tenant Delay" shall mean any delay in the  substantial  completion
of the  Tenant  Improvements  which  is due to any  act or  omission  of  Tenant
(wrongful,   negligent  or  otherwise),  its  agents,  employees,   contractors,
subcontractors  or licensees.  The Tenant Delay shall include,  but shall not be
limited to, any;

             (i)  delay   in  the  delivery   by   Tenant   of   authorizations,
approvals or disapprovals within the time frame therefor specified herein or, if
no such time frame is so  specified,  within seven (7) business days of Tenant's
receipt of a written request for approval from Landlord;

             (ii) delays due to  changes by  Tenant in  the  Tenant Improvements
as defined in the Work Letter;

             (iii) delays due to postponement of any  Tenant Improvements at the
request of Tenant; and

             (iv) delays due to the failure of  Tenant to grant its  approval of
any Tenant  Improvement  plans for  unreasonable  reasons.

Any  prevention,  delay  or  stoppage  due  to any  Tenant  delay  shall  excuse
performance of Landlord for a period of time equal to any such prevention, delay
or stoppage.

         (d) If for any reason the Commencement  Date does not occur on or prior
to October  1, 1993 plus the  period of any Tenant  delays as defined in Section
3.2(c) plus two months of Force  Majeure  Delay as defined in Section  3.2(b)(i)
and five (5) months of Force  Majeure  Delay as  defined by Section  3.2(b)(ii),
Landlord  shall be liable to Tenant for a per diem late  performance  penalty as
follows:

             (i) 50% of the then current per diem rent for the first sixty days.

             (ii) 75% of  the then  current per  diem rent  for the  next thirty
days.

             (iii) 150% of the  then  current  per diem  rent  for any remaining
delay.

Such  penalty  shall be  payable  in  arrears  on or before the last day of each
calendar  month.  Tenant shall not be  obligated to pay rent until  fifteen (15)
business days following the date that  possession of the Premises is tendered to
Tenant.  If Landlord  shall not have  delivered  possession  of the  Premises to
Tenant by March 1, 1994  extended  by the  number  of days  constituting  Tenant
Delays and by the number of days  constituting  Force Majeure  Delays limited to
two (2) months as defined by Section 3.2(b)(i) and by five (5) months as defined
by Section  3.2(b)(ii),  Tenant may, at Tenant's option, by notice in writing to
Landlord within ten (10) days thereafter, cancel this Lease.

         3.3  Tenant's Right to Terminate Lease.

         (a)  Tenant  shall  have a  one-time  right  to  terminate  this  Lease
effective  the later of:  September  30,  2003,  or the last day of the month in
which the tenth (10th)  anniversary of the Commencement  Date occurs, by payment
to Landlord an amount of $700,000 (the cancellation sum) in cash.

         (b) The  option to cancel  shall be  effective  only by  delivering  to
Landlord,  written  notice on or before that date which is the later of December
31,  2002,  or nine (9)  months  prior to the last day of the month in which the
tenth (10th)  anniversary of the Commencement Date occurs, and by payment of the
cancellation  sum, in the form of a cashier's or  certified  check no later than
September  30,  2003,  or the last day of the month in which  the  tenth  (10th)
anniversary of the Commencement Due occurs.

         (c) Tenant shall pay all other sums  required  under this Lease for the
remaining period of the term, without credit or offset of the cancellation sum.

         (d) Commencing thirty (30) days after execution of this Lease, Landlord
shall furnish Tenant a written monthly report on the status of the  construction
and permanent financing.  On or before December 31, 1992, Landlord shall provide
evidence satisfactory to Tenant, in the form of a commitment or otherwise,  that
the construction and permanent financing  necessary to complete  construction in
accordance with the provisions of the Work Letter  Agreement will be in place by
April 1, 1993. If Landlord  cannot provide such evidence to Tenant by such date,
then Tenant shall have the right to terminate the Lease.

         (e) On or  before  March  1,  1993.  Landlord  shall  provide  evidence
satisfactory  to Tenant that it has  obtained all  necessary  public and private
consents,  permissions  and approvals,  including,  without  limitation,  zoning
variances,  conditional use permits,  building permits and sewer hookup permits,
necessary  to  construct  the  Project  Shell  and  Tenant  Improvement  Work in
accordance with the terms of this Lease and in strict compliance with all

                                                                    Page 3 of 27

<PAGE>

applicable, federal, state and local laws, ordinances, rules and regulations. If
Landlord  cannot provide such evidence to Tenant by such date, then Tenant shall
have the right to terminate the Lease.

SECTION  4.   RENT

         4.0  General.

         Tenant shall pay to Landlord rent ("Rent") for the Premises pursuant to
the  provisions of this Section in advance,  on the 1st day of each month of the
term hereof.  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.  Rent shall be
payable in lawful  money of the United  States to Landlord at LCF Group,  311 S.
Spring Street, Suite 1200, Los Angeles, CA 90013, or to such other persons or at
such other  places as  Landlord my  designate  in  writing;  provided,  however,
Landlord my not designate  more than one person or more than one address for the
delivery of Rent.

         4.1  Fixed Rent October 1, 1993.

         Tenant shall pay Rent to Landlord  during the initial  term  commencing
the  later  of  October  1,  1993,  or the  Commencement  Date of the  Lease  in
accordance  with  the  following  schedule,   subject  to  the  limitations  and
adjustments provided for in Section 4.2 below:

                              Monthly Installment             Monthly Rent Per
 Month of Term                      of Rent                   Gross Square Foot

      1-24                         $56,400.00                       $O.47
     25-54                         $66,000.00                       $0.55


         4.2  Rent Pre-October 1, 1993.

         Tenant  shall pay per diem Rent to Landlord  for any period of the term
prior to October 1, 1993 in an amount  equal to i) 50% for July and August  1993
and ii) 75% for  September  1993 based on the monthly Rent per gross square foot
for the first  twenty-four  (24) months ($O.47 per month,  multiplied by 120,000
square feet, divided by 365 days,  which  yields a per diem rate of  $1,854.25).
Such Rent shall be payable in arrears on or before the last day of each calendar
month.

         4.3  Adjustments To Rent For Tenant Improvement Work.

         Rent shall be adjusted as of the  Commencement  Date in accordance with
Section  3  of  Exhibit  C,  the  Work  Letter  Agreement,  relating  to  Tenant
Improvement Work.

         4.4  Rent Adjustments For CPI

         (a)  Commencing  with the  later of  April 1,  1998 or the  fifty-fifth
(55th) month following the Commencement  Date and on each thirtieth (30th) month
thereafter  ("Effective  Dates") during the initial term of the Lease,  the Rent
shall be adjusted in  accordance  with the Consumer  Price  Index.  The base for
computing such adjustment  shall be the Consumer Price Index--Urban Wage Earners
and Clerical Workers (Los Angeles-Anaheim Riverside, CA. All Items, Base 1982-84
= 100)  ("Index") as published by the United  States  Department of Labor Bureau
Statistics  ("Bureau")  which is in effect  the later of June 30,  1995,  or the
third  (3rd)  month  preceding  the  twenty-fifth  (25th)  month  following  the
Commencement Date ("Beginning Index"). The index published and in effect for the
third (3rd) month preceding each Effective Date of the initial term of the Lease
("Extension  Index" shall be used in determining  the amount of such  adjustment
from one period of the initial term of the Lease to the next. Beginning with the
Rent due on and after each Effective Date of the initial term of the Lease,  the
Rent shall be adjusted to equal the product achieved by multiplying the Rent due
with  respect to the month  immediately  preceding  such  Effective  Date by the
fraction described below, provided, however, in no event shall;

              (i) any such  increase be  greater  than a 5% per annum  increase,
cumulative (subject,  however, to the 5% per annum increase) and non-compounded,


      {As an example:

       CPI                    Rent
       4%                      4%
       7%                      5%
       4%                      5%
       0%                      1%
      35%                      5%
       0%                      5%
       0%                      5%}
 and;
                                                                    Page 4 of 27

<PAGE>



              (ii)  the Rent as of any Effective  Date  exceed  the then current
"Fair Market  Rental  Rate" of the Premises  (defined in Section 4.4 (b) below):
provided  further,  however,  that in no event shall such  adjusted Rent be less
than the Rent  payable  the  later of March 1, 1998 or the  fifty-fourth  (54th)
month  following  the  Commencement  Date.  On the first  Effective  Date of the
initial term of the Lease,  the numerator of the fraction shall be the Extension
Index and the  denominator  shall be the Beginning  Index. On the second and any
subsequent   Effective  Date,  the  numerator  of  the  fraction  shall  be  the
then-current  Extension Index and the  denominator  shall be the Extension Index
used to calculate  the previous  Rent  adjustment.  Landlord  shall use its best
efforts to calculate and give Tenant  written  notice of any such  adjustment in
the Rent prior to each Effective Date, and Tenant shall pay the adjusted Rent so
noticed  commencing on each Effective  Date.  Should the Bureau  discontinue the
publication of the Index,  or publish the same less frequently or on a different
schedule,  or alter the same in some other manner including,  but not limited to
changing the name of the Index or the geographic area covered by the Index,  the
Landlord,  in its discretion,  shall adopt a substitute index of procedure which
reasonably reflects and monitors consumer prices. In the event the provisions of
this Section 4.4 are partially or totally  suspended as a result of governmental
regulation,  they shall be  reinstated  upon  termination  or expiration of such
regulation.  Furthermore, upon termination or expiration of such regulation, the
Rent shall be adjusted,  commencing  with the next regular monthly rent payment,
to the amount that it would have been had the  governmental  regulation not been
imposed.

         (b) The "Fair Market Rental Rate" shall mean and refer to the rate then
being charged by owners of buildings of comparable age, type and quality located
in the vicinity of the Building, for non-renewal,  non-expansion,  non-sublease,
single-tenant,  non-equity space, similarly improved,  taking into consideration
the existing tenant  improvements  constructed at the expense of Landlord or, if
no such  improvements  exist,  allowances  provided or to be  provided  for such
comparable  space,  rental  abatement  concessions,  if any,  the  length of the
relevant term,  the extent of services to be provided to the premises,  the date
as of which the fair market  rental rate is to become  effective,  and any other
relevant term or conditions.  Landlord shall provide  written notice of the Fair
Market  Rental  Rate not later  than four  months  prior to the then  applicable
Effective Date.  Tenant shall have fifteen (15) days ("Tenant's  Review Period")
after receipt of  Landlord's  notice of the Fair Market Rental Rate within which
to accept  such fair  market  rental  rate or to  reasonably  object  thereto in
writing. Failure of Tenant to so object to the Fair Market Rental Rate submitted
by Landlord  in writing  within such  period  shall  conclusively  be deemed its
approval  thereof.  In the event Tenant  objects to the Fair Market  Rental Rate
submitted by Landlord,  Landlord and Tenant shall attempt in good faith to agree
upon such Fair  Market  Rental  Rate using  their best good  faith  efforts.  If
Landlord  and Tenant fail to reach  agreement  on such Fair  Market  Rental Rate
within  fifteen  (15)  days  following  Tenant's  Review  Period  (the  "Outside
Agreement  Date"),  then Tenant shall notify  Landlord of its Fair Market Rental
Rate  and each  party's  determination  shall be  submitted  to  arbitration  in
accordance with Section 4.4(b)(i) below.

              (i) Landlord and Tenant  shall each  appoint  one  (1) independent
arbitrator who shall by profession be a real estate  professional who shall have
been active over the five (5) year period ending on the date of such appointment
in the  appraisal  and/or  leasing of similar  properties in the vicinity of the
Building.  The  determination of the arbitrators  shall be limited solely to the
issue of whether Landlord's or Tenant's submitted Fair Market Rental Rate is the
closest to the actual Fair Market Rental Rate as determined by the  arbitrators,
taking into  account the  requirements  of this Section  4.4(b) above  regarding
same.  Such decision  shall be based upon the projected  prevailing  Fair Market
Rental Rate as of the then applicable Effective Date. Each such arbitrator shall
be appointed within fifteen (15) days after the Outside Agreement Date.

              (ii)  The two (2) arbitrators  so appointed  shall  within fifteen
(15) days of the date of the appointment of the last appointed  arbitrator agree
upon and  appoint  a third  arbitrator  who  shall be  qualified  under the same
criteria  set  forth  hereinabove  for  qualification  of the  initial  two  (2)
arbitrators.
              
              (iii) The three (3) arbitrators  shall within  thirty (30) days of
the  appointment  of the third  arbitrator  reach a decision  as to whether  the
parties shall use Landlord's or Tenant's  submitted Fair Market Rental Rate, and
shall notify Landlord and Tenant thereof.

              (iv)  The decision of  the  majority of the three  (3) arbitrators
shall be binding upon Landlord and Tenant. If either Landlord or Tenant fails to
appoint an  arbitrator  within the time period  specified  in Section  4.4(b)(i)
hereinabove,  the  arbitrator  appointed  by one of them shall  reach a decision
based upon the same  procedures  as set forth above (i.e.,  by selecting  either
Landlord's or Tenant's  submitted  Fair Market  Rental  Rate),  and shall notify
Landlord and Tenant  thereof,  and such  arbitrator's  decision shall be binding
upon Landlord and Tenant.

              (v) If the two  (2) arbitrators  fail to  agree upon and appoint a
third  arbitrator,  both  arbitrators  shall be  dismissed  and the matter to be
decided shall be forthwith  submitted to arbitration under the provisions of the
American  Arbitration  Association  based upon the same  procedures as set forth
above (i.e., by selecting  either  Landlord's or Tenant's  submitted Fair Market
Rental Rate).
               
              (vi) The cost of arbitration shall be paid by the losing party.

                                                                    Page 5 of 27

<PAGE>

SECTION  5.   TENANT'S PARTICIPATION IN NET OPERATIONAL CASH FLOW AND NET PROFIT
              FROM SALE.

         5.1  Tenant's Participation.

              During the term of this Lease, Tenant shall be entitled to: 25% of
the  Net  Operational  Cash  Flow  and 25% of the Net  Profit  from  Sale of the
Premises, as defined in this Section.

         5.2  Subordination to Secured Lenders.

              Any amounts due to Tenant under this Section  shall be subordinate
to the rights of secured lenders.

         5.3  Tenant Not to be in Default/Limitation of Tenant Liability.

         (a) Any amount due to Tenant under this  Section  shall be payable only
with respect to the period or periods  when Tenant is not in default  under this
Lease in the payment of rent,  or any other  sums.  The  Tenant's  participation
under this  Section  may not be used by Tenant as an offset to rent and  related
amounts due to Landlord.

         (b) Tenant  shall not be liable for payment of any  negative  amount of
Net Operational Cash Flow.

         5.4  Accounting Methods and Dates Payable.

         (a) Net  Operational  Cash Flow shall be determined on an accrual basis
in accordance with the provisions of this paragraph,  and where not specifically
provided for, in accordance with generally accepted accounting principles.

         (b) Net  Operational  Cash Flow shall be  determined on a calendar year
basis with  appropriate  pro rata  adjustments  for  periods of less than a full
calendar year.

         (c)  Tenant's  participation  in Net  Operational  Cash  Flow  shall be
payable  on a  quarterly  basis  ending  March 31,  June 30,  September  30, and
December 31, not later than thirty (30) days following the end of such quarter.
             
         (d) Net  Profit  from  Sale of the  Premises  shall  be  determined  in
accordance  with the  provisions  of this  Section  and where  not  specifically
provided for, in accordance with generally accepted accounting principles.

         (e)  Tenant's  participation  in Net Profit  from Sale of the  Premises
shall be payable at the close of the sale, provided:

              (i) If any such  profit is from a sale to other than  Tenant,  and
is payable in an asset other than cash, Tenant's  participation may be evidenced
by in interest in such asset.

              (ii)  Landlord may reserve a reasonable  portion of the profit for
a period not to exceed sixty (60) days from the date of close,  if necessary for
accounting purposes.

         5.5  Net Operational Cash Flow Defined.

         Net Operational Cash Flow means the difference between:

         (a) Rent and other sums payable by Tenant to Landlord  hereunder (other
than pursuant to Section 19), and,

         (b) The sum of the following:

              (i)  Landlord's operational expenses;

              (ii) Landlord's secured debt service;

              (iii) Ten percent (10%) per annum of Landlord's equity; and

              (iv) The  cumulative  amount, if any,  by which ten  percent (10%)
per annum of Landlord's  equity exceeds the cumulative net operational cash flow
from the Commencement Date to the beginning of the then current calendar year.

         5.6  Landlord's Operational Expenses Defined.

         Landlord's operational expenses means the sum of the following:

         (a) Repairs and maintenance to the Premises not payable by Tenant;


                                                                    Page 6 of 27

<PAGE>


         (b) Property taxes on the Premises not payable by Tenant;

         (c) Management fees to Landlord equal to one percent (1%) of Rent;

         (d) Other reasonable expenses directly attributable to the Premises not
payable by Tenant.

         5.7  Landlord's Secured Debt Service Defined.

         Landlord's  secured debt service means the total  payments of interest,
principal,  and  related  charges,  required  to be paid on secured  debt on the
Premises, subject to the following:

         (a) The amount shall not exceed that necessary to service  secured debt
in a principal amount equal to the total costs of construction.

         (b) The amount  shall not exceed a constant  payment of  principal  and
interest  of twelve  percent  (12%) per annum  multiplied  by the total costs of
construction.

         (c) If the  total  principal  amount of  secured  debt is less than the
total costs of  construction,  the  difference  shall be  considered  additional
Landlord's  equity, and secured debt service shall include ten percent (10%) per
annum of such additional Landlord's equity.

         5.8  Landlord's Equity Defined.

         Landlord's  equity  means the  agreed  value of the land area  included
within the Premises, as follows:

         (a) Land area means the number of square feet of land  included  within
the Premises,  as it may exist from time to time,  excluding the land underlying
Brandeis  Avenue,  and  excluding  the slope area  beyond the top of slope,  but
including all easement areas and parking areas within the Premises.

         (b) For the purpose of computing Net Operational  Cash Flow, the agreed
value of the land area is ten dollars ($10.00) per square foot.

         (c) For the purpose of computing Net Profit from Sale, the agreed value
of the land area is twelve dollars ($12.00) per square foot.

         5.9  Net Profit from Sale Defined.

               Net Profit from Sale of the Premises (including a sale to Tenant)
shall mean:

         (a) The gross sales price, plus

              (i) The  cumulative  amount by which the  amount of  secured  debt
service,  deducted in computing net  operational  cash flow, has been applied to
reduce the principal amount of secured debt, less;

              (ii) The expenses of sale, including brokers'  commissions,  title
policy costs,  documentary stamp tax, escrow fees,  attorneys' fees,  prepayment
penalties and financing expenses and related expenses of sale, less;

         (b) The sum of the following:

              (i) The total costs of  construction,  without any  deduction  for
depreciation;

              (ii) The agreed value of the land area at twelve dollars  ($12.00)
per square foot;

              (iii) The  cumulative  amount,  if any, by which ten percent (10%)
per annum of Landlord's equity (the agreed value of the land area at ten dollars
($10.00) per square foot) exceeds the cumulative Net Operational  Cash Flow from
the  Commencement  Due to the date of  closing  of the sale;  and 

              (iv) Any other reasonable costs directly  involving  the  Premises
not  included in Sections 5.9(b)(i) or (ii) above  and not deducted in computing
Net Operational Cash Flow.

         5.10 Total Costs of Construction Defined.

         (a) Total costs of construction shall mean the sum of the following:

              (i) Payments  made to  contractors  or  subcontractors  performing
construction  work in connection with the building and other  improvements to be
constructed on the Real Property that is a part of the Premises;


              (ii) Other costs of on-site  and  off-site  improvements  directly
attributable to the Premises;

                                                                    Page 7 of 27


<PAGE>


              (iii)  Commissions  payable by Landlord to real estate  brokers in
connection with this Lease;

              (iv) Fees for building permits, licenses, and inspection;

              (v)  Fees of  engineers,  surveyors,  architects,  attorneys,  and
others  providing   professional  or  extra  services  in  connection  with  the
construction  of the  Building  and  other  improvements  that are a part of the
Premises, or the supervision of the construction;

              (vi) Insurance  premiums paid by Landlord during the  construction
period that are not payable by Tenant under this Lease;

              (vii)  Premiums  for  contractor's  faithful  performance  and for
mechanics' lien bonds;

              (viii)  Costs  of  bringing  utilities  from  the  street  to  the
Premises, including, without limitation, connection service fees;

              (ix)  Interest  paid by  Landlord  on  interim  financing  for the
construction until minimum monthly Rent commences under the Lease;

              (x) Lenders' fees for interim and permanent  financing,  including
without  limitation,   takeout  and  standby  fees  with  respect  to  permanent
financing;

              (xi) Costs to Landlord for mortgage  brokerage  fees in connection
with interim and permanent financing; 

              (xii) Recording costs and filing fees;

              (xiii) Fees for  foundation  and  engineering  reports  reasonably
necessary for  construction  on the real property that is a part of the Premises
and topographic survey;

              (xiv) Costs of grading and filling  directly  attributable  to the
Premises; and

              (xv) Such other costs as reasonably may be incurred by Landlord in
connection  with the  construction  on the Real  Property  that is a part of the
Premises.

         (b) Total costs of construction shall include such costs incurred prior
to the  Commencement  Date,  during  the Lease  term,  and any time prior to the
closing of the sale; but shall exclude the cost of warranty items.

SECTION  6.   USE.

         6.1  Use.

         The  Premises  once  completed  pursuant  to the  approved  Final Plans
described in Exhibit "C" to this Lease,  shall be used and occupied only for the
legally  permitted  uses and uses permitted by the CC&R's (as defined in Section
6.2(c)  below)  subject  to the  provisions  of  Section  20  below,  and to the
structural and other physical  characteristics of the Building,  which shall not
be denigrated by an otherwise permitted use and for no other purpose.

         6.2  Compliance with Law.

         (a)  Landlord  warrants to Tenant  that the  Premises,  once  completed
pursuant to the approved Final Plans described in Exhibit "C" to this Lease, for
which Tenant will use the  Premises  shall not violate any  applicable  building
code regulation or ordinance at the time of the Commencement  Date. In the event
that it is determined that this warranty has been violated, then it shall be the
obligation of the Landlord,  after written notice from Tenant,  to promptly,  at
Landlord's sole cost and expense, rectify any such violation.

         (b) Except as provided in Section 6.2 (a),  Tenant  shall,  at Tenant's
expense,  comply  promptly  with all  applicable  statutes,  ordinances,  rules,
regulations,  orders and  restrictions of record existing as of the date hereof,
including,  without  limitation,  the CC&R's as hereafter  defined.  If any such
compliance  shall require capital  expenditures to the Premises or the Building,
the cost of said compliance shall be Tenant's sole  responsibility,  but only to
the extent  that such  compliance  shall  affect or be  applicable  to  Tenant's
special,  unusual  and  unique  use of the  Premises  (as  opposed to a general,
customary and typical use thereof,  consistent with that generally undertaken by
other tenants of similar buildings).  Otherwise, such capital expenditures shall
be advanced  by  Landlord  and  amortized  over the useful life of such  capital
improvements  at the market  cost of money  interest  factor in effect as of the
date the  capital  expenditure  is  required,  with  Tenant  paying only for the
portion of such amortization  payments falling within the then remaining portion
of the  term of this  Lease.  Tenant  shall  not use nor  permit  the use of the
Premises in any manner that will tend to create waste or a nuisance.

                                                                    Page 8 of 27

<PAGE>


         (c)  Tenant  hereby  acknowledges  and  agrees  that  Tenant's  use and
occupancy of the Premises and this Lease are subject to that certain Declaration
of Covenants,  Conditions and Restrictions of Peppertree Corporate Business Park
recorded  July 15, 1988 as Document No.  88-099984  in the  Official  Records of
Ventura County, California,  which encumbers the Premises (the "CC&R's"). Tenant
further acknowledges that the terms of the CC&R's include, among other things,

              (i) provisions  for certain common area,  street and other typical
common  development area assessments for completed portions of the Project only,
to be levied  on the  Premises  on a pro rata  basis and to be paid by Tenant as
additional  rent and each parcel subject to the CC&R's (but not including  bonds
relative to the  amortization  of the costs of the initial  installation  of the
infrastructure or improvements within the Project) and,

              (ii) restrictions on use, construction,  alterations, landscaping,
modifications, decoration or reconstruction which can be commenced or maintained
on any parcel subject to the CC&R's. The CC&R's may be amended in a commercially
reasonable  and  non-discriminatory  manner  during the term of this Lease,  but
Landlord shall  indemnify  Tenant from the effect of any such amendment which is
discriminatorily  applied against Tenant or which negatively  affects the use or
value of the Premises.

         6.3 Condition of Premises. 

         Except as  provided  in  Section  6.2(a),  Tenant  hereby  accepts  the
Premises in their  condition  existing as of the date of the  Commencement  Date
subject to all applicable zoning,  municipal,  county and state laws, ordinances
and  regulations,  the CC&R's  and all other  matters of record set forth in the
Final Title  Report and accepts  this Lease  subject  thereto and to all matters
disclosed thereby and by any exhibits attached hereto.  Tenant acknowledges that
neither Landlord nor Landlord's agent has made any representation or warranty as
to the suitability of the Premises for the conduct of Tenant's business,  except
that Landlord  hereby  represents  that when completed  pursuant to the approved
Final  Plans  described  in Exhibit  "C" to the  Lease,  the  Premises  shall be
suitable  for the  conduct  of the  business  of  Tenant,  as  well  as  general
warehouse, distribution and light manufacturing and related office purposes.


SECTION  7.   MAINTENANCE, REPAIRS AND ALTERATIONS

         7.1  Tenant's Obligations.

         (a) Subject to the provisions of Section 7.1(c) and Section 9.

         Tenant   shall   keep  in  good   order,   condition   and  repair  the
non-structural  portions  of the  Premises  and every part  thereof,  including,
without  limitation,  all  plumbing,  heating,  air  conditioning,  ventilating,
electrical,  lighting  facilities  and  equipment  within  the  Building  or the
Premises,  fixtures,  walls  (interior  and  exterior,  but not  the  structural
elements  thereof),   ceilings,  roofs  (interior  and  exterior,  but  not  the
structural elements thereof),  floors (but not the structural elements thereof),
windows,  doors,  plate glass and skylights  located  within the Building or the
Premises, and all landscaping, driveways, parking lots, fences and signs located
on the Premises.

         (b) All repairs,  alterations and/or maintenance of the Building or the
Premises  pursuant to this Lease by Tenant  shall be  performed in a first class
and workmanlike manner in compliance with all federal,  state and local laws and
regulations having jurisdiction thereover.

         (c)  Notwithstanding  the provisions of Section 7.1(a),  Landlord shall
enforce all  warranties  relative to the  construction  of the  Premises for the
benefit of Tenant,  at Landlord's  expense,  which  warranties shall include all
those  customarily  issued for the type of construction  contemplated by Exhibit
"C" to this Lease. In addition,  Landlord  warrants to Tenant that the Premises,
and every part thereof,  shall be in good order,  condition and repair as of the
Commencement  Date  and  for  the  period  up to but  not  including  the  first
anniversary  thereof.  Landlord  shall  correct  any  defect  thereto or failure
thereof not caused by Tenant and noticed to Landlord  prior to such  anniversary
date. In addition,  if at any time during the term hereof, or the term hereof as
extended,  Tenant is required in order to fulfill Tenant's obligations hereunder
to incur  any  capital  expenditure  in excess of  $100,000,  the same  shall be
amortized  over the  estimated  useful  life  thereof,  and  promptly  following
Tenant's  completion  thereof in accordance  with the  provisions of this Lease,
Landlord  shall pay to Tenant that portion of the cost thereof  attributable  to
the period  following  the  expiration  of this Lease,  taking into  account any
option to extend the term hereof.  For purposes of this Section (c), such amount
shall be amortized using the prime interest rate of Bank of America in effect as
of the date of the completion of such capital expenditure.

         7.2 Surrender.

         On the last  day of the  term  hereof,  or on any  sooner  termination,
Tenant shall  surrender  the Premises to Landlord in the same  condition as when
received, broom clean, ordinary wear and tear excepted.  Tenant shall repair any
damage to the Premises  occasioned  by the removal of Tenant's  trade  fixtures,
furnishings and equipment pursuant to Section 7.5(d), which repair shall include
the patching and filling of holes and repair of structural damage.

                                                                    Page 9 of 27

<PAGE>


         7.3 Landlord's Rights.

         If Tenant fails to perform Tenant's  obligations  under this Section 7,
Landlord  may at its  option  (but  shall not be  required  to)  enter  upon the
Premises,  after ten (10) days' prior written notice to Tenant, and put the same
in good order, condition and repair, and the cost thereof together with interest
thereon at the rate of 10% per annum shall become due and payable as  additional
rental to Landlord together with Tenant's next rental installment.

         7.4 Landlord's Obligations.

         Landlord shall keep in good order,  condition and repair the structural
elements  of the  Premises  and every part  thereof,  including  the  structural
portions of the roof, the  foundations,  the floors and the bearing walls of the
Building,  promptly upon notice of the need thereof from Tenant, such work to be
performed in a first class  workmanlike  manner in compliance  with all federal,
state and local laws and regulations having jurisdiction  thereover.  Except for
the  obligations  of  Landlord  set forth in the  preceding  sentence  and under
Sections  6.2(a)  and  (b),  Section  7.1(c)  and  Section  22.21  (relating  to
Landlord's  warranty),  Section 9 (relating  to  destruction  of the  Premises),
Section 14  (relating  to  condemnation  of the  Premises)  and the Work  Letter
Agreement  attached  hereto as Exhibit "C", it is intended by the parties hereto
that  Landlord  have no  obligation,  in any  manner  whatsoever,  to repair and
maintain the non-structural  elements of the Premises nor the equipment therein,
all of which obligations are intended to be that of the Tenant under Section 7.1
(a) hereof. To the extent specifically dealt with in this Lease to the contrary,
Tenant  expressly waives the benefit of any statute now or hereinafter in effect
which would  otherwise  afford  Tenant the right to make  repairs at  Landlord's
expense or to terminate  this Lease  because of  Landlord's  failure to keep the
Premises in good order, condition and repair.

         7.5 Alterations and Additions.

         (a) Tenant shall not, without Landlord's prior written consent make any
alterations,  improvements, additions,  or Utility Installations in, on or about
the Premises,  except for  nonstructural,  non-building  system  alterations not
exceeding  $100,000.00  in cost.  As used in this Section 7.5 the term  "Utility
Installation"  shall  mean  all air  lines,  electrical  communications systems,
lighting  fixtures  and  fencing  in, on or about the  Premises,  power  panels,
wiring, fluorescent fixtures, space heaters, conduits, heating,  ventilating and
air conditioning  equipment and plumbing. Landlord may require as a condition to
its consent  that Tenant  remove any or all of said  alterations,  improvements,
additions or Utility  Installations  which require its consent at the expiration
of the term,  and restore the Premises to their prior  condition.  Should Tenant
make any alterations,  improvements,  additions or Utility Installations without
the prior written approval of Landlord,  Landlord may require that Tenant remove
any or all of the same at any time.
               
         (b) Any alterations,  improvements,  additions or Utility Installations
in or about the Premises that Tenant shall desire to make and which requires the
consent of the Landlord  shall be presented  to Landlord in written  form,  with
proposed detailed plans.  Tenant shall provide Landlord with "as-built" drawings
of any alterations, improvements, additions or Utility Installations in or about
the Premises which cost in excess of $100,000, whether or not Landlord's consent
is  required  under this Lease.  If Landlord  shall give its consent the consent
shall be  deemed  conditioned  upon  Tenant  acquiring  a  permit  to do so from
appropriate  governmental agencies, the furnishing of a copy thereof to Landlord
prior to the  commencement  of the  work and the  compliance  by  Tenant  of all
conditions  of said  permit in a prompt and  expeditious  manner.  All  repairs,
alterations  and or maintenance of the Building or the Premises  pursuant to the
Building  or the  Premises  by Tenant  shall be  performed  in a first class and
workmanlike  manner in  compliance  with all  federal,  state and local laws and
regulations having jurisdiction thereover.
              
         (c) Tenant  shall  pay,  when due,  all  claims for labor or  materials
furnished  or alleged to have been  furnished  to or for Tenant at or for use in
the  Premises,   which  claims  am  or  my  be  secured  by  any  mechanics'  or
materialmen's  lien against the Premises or any interest  therein.  Tenant shall
give Landlord not less than ten (10) days' notice prior to the  commencement  of
any work in the Premises,  and Landlord  shall have the right to post notices of
non-responsibility in or on the Premises as provided by law. If Tenant shall, in
good faith,  contest the validity of any such lien, claim or demand, then Tenant
shall,  at its sole  expense,  defend  itself and Landlord  against the same and
shall pay and  satisfy any such  adverse  judgment that may be rendered  thereon
before the enforcement  thereof  against the Landlord or the Premises,  upon the
condition  that if Landlord  shall  require,  Tenant shall furnish to Landlord a
surety bond  satisfactory to Landlord in an amount equal to such contested lien,
claim or demand indemnifying Landlord against liability for the same and holding
the Premises free from the effect of such lien or claim.  In addition,  Landlord
may require Tenant to pay Landlord's  attorneys' fees and costs in participating
in such action if Landlord shall decide it is to its best interest to do so.

         (d) Unless  Landlord  requires their  removal,  as set forth in Section
7.5(a),  all  alterations,  improvements,  additions and base  building  Utility
Installations  (i.e.,  excluding  Utility  Installations  which constitute trade
fixtures of Tenant), which my be made on the Premises, shall become the property
of  Landlord  and  remain  upon  and be  surrendered  with the  Premises  at the
expiration of the term.  Notwithstanding  the provisions of this Section 7.5(d),
Tenant's  machinery  and  equipment,  other  than that  which is  affixed to the
Premises so that it cannot be removed  without  material damage to the Premises,
shall remain the property of Tenant and may be removed by Tenant  subject to the
provisions of Section 7.2.

                                                                   Page 10 of 27

<PAGE>

SECTION  8.   INSURANCE INDEMNITY

         8.1  Insuring Party.

         Tenant as the "insuring party" under this Lease,  shall pay the cost of
all insurance  required  hereunder.  The insurance  required by this Lease or as
carried by Tenant shall not however,  limit the  liability of Tenant nor relieve
Tenant of any obligation hereunder.

         8.2 Liability Insurance.

         Tenant  agrees to maintain in full force and effect at all times during
the  term of this  Lease  as it may be  extended,  at its own  expense,  for the
protection of Tenant and Landlord,  as their  interests may appear,  policies of
insurance issued by a carrier or carriers reasonably  acceptable to Landlord and
with a rating  consistent  with the  requirements  of Section  8.4 of the Lease,
commercial  general  liability   insurance  including   broad-form   contractual
liability,  broad-form  property damage,  personal injury and fire damage of not
less than Two Million  Dollars  ($2,000,000.00)  combined  single limit for both
bodily  injury  and  property  damage  with  Landlord,   Landlord's  agents  and
Landlord's  mortgagee named as additional insureds as their respective interests
may appear,  with such insurance to contain  cross-liability  or separability of
limits, to be primary for the purpose of meeting Tenant's obligations under this
Lease,  and not  contributory  with any  insurance  carried  by  Landlord  whose
insurance shall be considered excess of Tenant's insurance.

         8.3 Property Insurance.

         (a)  Tenant  agrees to  maintain  in full force and effect at all times
during the term of this Lease as it may be extended, at its own expense, for the
protection of Tenant and  Landlord,  as their  interests my appear,  policies of
insurance issued by a carrier or carriers reasonably  acceptable to Landlord and
with a rating  consistent with the requirements of Section 8.4 of the Lease, the
following policies of property insurance:
                   
              (i) "All Risk" property insurance (including,  without limitation,
vandalism, malicious mischief, water damage, course of construction endorsement,
sprinkler  leakage  endorsement,  debris removal and demolition  coverage on the
Building and the  Leasehold  Improvements,  Alterations  and  Tenant's  personal
property  located on or in the  Building,  (provided,  however,  that Tenant may
self-insure,  with full waiver of  subrogation,  such  Alterations  and personal
property),  which  shall  be in a  form  providing  coverage  comparable  to the
coverage  provided in the standard  ISO All-Risk  form and in an amount equal to
the full amount of the  replacement cost of  the insured items, as the same  may
from time to time increase as a result of inflation or otherwise.
                
              (ii) boiler and machinery  insurance  including but not limited to
steam  pipes,  pressure  pipes,  condensation  return  pipes and other  pressure
vessels  and HVAC  equipment,  with  limits  per  accident  of not less than the
replacement cost of all Leasehold Improvements,  or Utility Installations and of
all boilers,  pressure valves,  HVAC equipment and miscellaneous  electrical and
mechanical equipment in the premises.

         (b) All  insurance  to be carried by Tenant shall be primary to and not
contributory  with any similar  insurance  carried by Landlord  whose  insurance
shall be considered  excess  insurance  only.  Said insurance  shall provide for
payment of loss  thereunder  to Landlord or to the holders of mortgages or deeds
of trust on the  Premises.  If Tenant  shall fail to procure and  maintain  said
insurance,  Landlord may, but shall not be required to, procure and maintain the
same, but at the expense of Tenant. If such insurance  coverage has a deductible
clause, Tenant shall be liable for the deductible amount.

         8.4 Insurance Policies.

         Insurance  required  hereunder shall be in companies holding a "General
Policyholders  Rating" of B+:X or  equivalent  as set forth in the most  current
issue of "Best's  Insurance  Guide".  Tenant shall deliver to Landlord copies of
policies of such insurance or certificates  evidencing the existence and amounts
of such insurance with loss payable clauses  satisfactory  to Landlord.  No such
policy  shall be  cancelable  or  subject  to  reduction  of  coverage  or other
modification  except after thirty (30) days' prior  written  notice to Landlord.
Tenant shall,  within thirty (30 days prior to the  expiration of such policies,
furnish Landlord with renewals or "binders" thereof,  or Landlord may order such
insurance  and charge the cost thereof to Tenant,  which amount shall be payable
by Tenant upon demand. Tenant shall not do or permit to be done  anything  which
shall invalidate the insurance policies referred to in Section 8.3.

         8.5 Waiver of Subrogation.

         Tenant and  Landlord  each hereby  waive any and all rights of recovery
against   the  other,   or  against   the   officers,   employees,   agents  and
representatives of the other, for loss of or damage to such waiving party or its
Property or the property of others under its control.  The insuring party shall,
upon obtaining the policies of insurance required hereunder,  give notice to the
insurance carrier or carriers that the foregoing mutual waiver of subrogation is
contained in this Lease.


                                                                   Page 11 of 27

<PAGE>

         8.6 Indemnity.

         Tenant  shall  indemnify  and hold  harmless  Landlord  and its agents,
partners and mortgagee from and against any and all claims, loss of rents and/or
damages,   costs,  liens,   judgments,   penalties,   permits,   attorneys'  and
consultants'  fees,  expenses and liabilities  arising out of, involving,  or in
dealing with  Tenant's,  its agents,  contractors,  employees or invitees use or
occupancy of the Premises,  or from the conduct of Tenant's business or from any
activity,  work or things done,  permitted or suffered by Tenant in or about the
Premises or elsewhere  and shall further  indemnify  and hold harmless  Landlord
from and against any and all claims, loss of rents and/or damages, costs, liens,
judgments,  penalties,  permits,  attorneys' and consultants' fees, expenses and
liabilities arising out of, involving,  or in dealing with any breach or default
in the  performance of any obligation on Tenant's part to be performed under the
terms of this Lease,  or arising from any  negligence  of the Tenant,  or any of
Tenant's  agents,  contractors,  or  employees,  and from and against all costs,
attorneys'  fees,  expenses and liabilities  incurred in the defense of any such
claim or any action or  proceeding  brought  thereon;  and in case any action or
proceeding be brought against Landlord by reason of any such claim,  Tenant upon
notice  from  Landlord  shall  defend  the same at  Tenant's  expense by counsel
reasonably satisfactory to Landlord.

         8.7 Exemption of Landlord from Liability.

         Except  for the  breach of any  representation  or  warranty  contained
within this Lease, but after applying  insurance proceeds from policies required
to be carried under this Lease,  Tenant hereby agrees that Landlord shall not be
liable for injury to Tenant's  business or any loss of income  therefrom  or for
damage to the goods,  wares,  merchandise or other property of Tenant,  Tenant's
employees,  invitees,  customers,  or any other person in or about the Premises,
nor shall  Landlord  be liable  for  injury to the  person of  Tenant,  Tenant's
employees, agents or contractors,  whether such damage or injury is caused by or
results from fire, steam, electricity, gas, water or rain, or from the breakage,
leakage,  obstruction or other defects of pipes, sprinklers,  wires, appliances,
plumbing, air conditioning or lighting fixtures.



SECTION  9.   DAMAGE OR DESTRUCTION

         9.1  Partial Damage - Insured.

         Subject to the  provisions of Sections 9.3 and 9.4, if the Premises are
partially  damaged  (meaning  that  Landlord's  general  contractor in charge of
construction  certifies  to the parties that the Premises can be repaired in 180
days or less)  and  such  damage  was  caused  by a  casualty  covered  under an
insurance  policy  required to be maintained  pursuant to Section 8.3,  Landlord
shall at Landlord's  expense promptly upon receipt of the insurance proceeds for
such damage  repair such damage but not Tenant's  fixtures,  equipment or tenant
improvements  unless the same have  become a part of the  Premises  pursuant  to
Section 7.5 hereof as soon as reasonably  possible and this Lease shall continue
in full force and effect.  Notwithstanding  the above, if the insurance proceeds
received by Landlord are not  sufficient to effect such repair,  Landlord  shall
give  notice to Tenant of the  amount  required  in  addition  to the  insurance
proceeds to effect such repair.  Tenant shall  contribute the required amount to
Landlord  within ten days after Tenant has received  notice from Landlord of the
shortage in the insurance. When Tenant shall contribute such amount to Landlord,
Landlord  shall make such repairs as soon as reasonably  possible and this Lease
shall continue in full force and effect. Tenant shall in no event have any right
to reimbursement for any such amount so contributed.

         9.2 Partial Damage - Uninsured.

         Subject  to the  provisions  of  Sections  9.3 and 9.4,  if at any time
during the term hereof the Premises are partially damaged, except by a negligent
or willful act of Tenant (in which event Tenant  shall make the repairs,  at its
expense) and such damage was caused by a casualty not covered under an insurance
policy  required to be  maintained  pursuant to Section  8.3,  Landlord  may, at
Landlord's option, either

              (i)  repair  such  damage  as  soon  as  reasonably   possible  at
Landlord's  expense,  in which event this Lease shall continue in full force and
effect, or
              
              (ii) give written  notice to Tenant  within thirty (30) days after
the date of the occurrence of such damage of Landlord's  intention to cancel and
terminate  this Lease as of the date of the  occurrence  of such damage.  In the
event Landlord elects to give such notice of Landlord's  intention to cancel and
terminate this Lease, Tenant shall have the right within ten (10) days after the
receipt of such notice to give written notice to Landlord of Tenant's  intention
to repair such damage at Tenant's expense,  without reimbursement from Landlord,
in which  event this Lease shall  continue in full force and effect,  and Tenant
shall  proceed to make such repairs as soon as  reasonably  possible.  If Tenant
does not give such notice within such 10-day period this Lease shall be canceled
and terminated as of the date of the occurrence of such damage.

         9.3 Total Destruction.
              
         If at any time  during  the  Lease  hereof  the  Premises  are  totally
destroyed  (meaning that Landlord's general contractor in charge of construction
certifies to the parties that the Premises cannot be repaired in 180 days

                                                                   Page 12 of 27

<PAGE>

or less) from any cause whether or not covered by the  insurance  required to be
maintained pursuant to Section 8.3 (including any total destruction  required by
any authorized public authority) this Lease shall automatically  terminate as of
the date of such total destruction;  provided that Tenant shall have the option,
exercisable  within ten (10) days after  receipt of such  certificate,  to cause
Landlord to repair an insured loss even if it qualifies as Total Destruction.
              
         9.4 Damage Near End of Term.

 If the Premises are partially  destroyed or damaged  during the last six months
 of the term of this Lease,  Landlord  may,  at  Landlord's  option,  cancel and
 terminate  this  Lease as of the date of  occurrence  of such  damage by giving
 written  notice to Tenant of Landlord's  election to do so within 30 days after
 the  date of  occurrence  of such  damage. 

         9.5 Abatement of Rent; Tenant's Remedies.
              
         (a) If the Premises are partially  destroyed or damaged and Landlord or
Tenant  repairs or restores them  pursuant to the  provisions of this Section 9,
the rent payable  hereunder for the period  during which such damage,  repair or
restoration  continues  shall be abated  in  proportion  to the  degree to which
Tenant's use of the Premises is impaired;  provided, however, that the aggregate
amount of abatement  hereunder  shall not exceed the total of rent payable under
Section 4 for a period of six  months.  Except for  abatement  of rent,  if any,
Tenant shall have no claim against Landlord for any damage suffered by reason of
any such damage, destruction, repair or restoration.

         (b) If Landlord  shall be  obligated  to repair or restore the Premises
under the  provisions  of this Section 9 and shall not  commence  such repair or
restoration  within thirty (30) days after such obligation shall accrue,  Tenant
may, at Tenant's option,  cancel and terminate this Lease by giving Landlord and
any mortgagees written notice of Tenant's election to do so at any time prior to
the  commencement of such repair or restoration. In such event, this Lease shall
terminate  thirty (30) days following the date of such notice if Landlord or any
mortgagees have not commenced such repair or restoration of the Premises.

         9.6 Termination - Advance Payments.

         Upon termination of this Lease pursuant to this Section 9, an equitable
adjustment  shall be made concerning  advance rent and any advance payments made
by Tenant to Landlord.

         9.7 Waiver.

         Tenant waives the provisions of California  Civil Code Sections 1932(2)
and 1933(4)  which  relate to  termination  of leases  when the thing  leased is
destroyed  and agrees  that such event shall be governed by the terms of this by
the terms of this Lease.


SECTION  10.  REAL PROPERTY TAXES.

         10.1 Payment of Taxes.

         Tenant shall pay all real  property  taxes  applicable  to the Premises
during the term of this Lease. All such payments shall be made at least ten (10)
days  prior to the  delinquency  date of such  payment.  Tenant  shall  promptly
furnish Landlord with  satisfactory  evidence that such taxes have been paid. If
any such taxes paid by Tenant  shall  cover any period of time prior to or after
the  expiration  of the  term  hereof,  Tenant's  share of such  taxes  shall be
equitably  prorated  to cover only the period of time within the tax fiscal year
during which this Lease shall be in effect,  and Landlord shall reimburse Tenant
to the extent  required.  If Tenant  shall fail to pay any such taxes,  Landlord
shall have the right to pay the same,  in which  case  Tenant  shall  repay such
amount to Landlord with Tenant's next rent installment together with interest at
the rate of 10% per annum.

 10.2 Definition of "Real Property Tax."

         As used herein,  the term "real property tax" shall include any form of
assessment,   generals,   special,  ordinary  or  extraordinary,   license  fee,
commercial rental tax,  improvement bond or bonds, levy,  penalty, or tax (other
than income,  inheritance or estate taxes),  imposed by any authority having the
direct or indirect power to tax,  including any city,  county,  state or federal
government, or any school, agricultural, lighting, drainage or other improvement
district thereof,  as against my legal or equitable  interest of Landlord in the
Premises or in the real  property of which the Premises  are a part,  as against
Landlord's  right to rent or other income  therefrom,  or as against  Landlord's
business of leasing the Premises or any tax imposed in  substitution,  partially
or  totally,  of any tax  previously  included  within  the  definition  of real
property tax, or any additional tax the nature of which was previously  included
within the  definition  of real property  tax.  Notwithstanding  anything to the
contrary  contained in this Lease,  Tenant shall not be liable for any increases
in real  property  taxes  resulting  from a sale or  transfer  of  ownership  or
possession  of all or any part of the  Building  or  Premises  during  the first
twenty-four  (24) months of the initial  term of the Lease,  nor shall Tenant be
liable  for  payment  of any  portion  of any real  property  tax,  such as, for
example,   Mello-Roos   bonds,   created  for  the  purpose  of  financing   the
infrastructure  or  any  other  portion  of  the  Project.  Beginning  with  the
twenty-fifth  (25th)  month of the initial  term of the Lease,  Tenant  shall be
liable for all real property taxes  thereafter  attributable  to the Building or
the Premises.

                                                                   Page 13 of 27
<PAGE>

         10.3 Joint Assessment.

         If the Premises are not separately  assessed,  Tenant's liability shall
be an equitable  proportion of the real  property  taxes for all of the land and
improvements  included  within the tax parcel  assessed,  such  proportion to be
determined by Landlord from the respective valuations assigned in the assessor's
work sheets or such other information as may be reasonably available. Landlord's
reasonable determination thereof, in good faith, shall be conclusive.

         10.4 Personal Property Taxes.

         (a) Tenant  shall pay  prior to  delinquency  all taxes assesed against
and levied upon trade  fixtures,  furnishings,  equipment and all other personal
property of Tenant contained in the premises or elsewhere. When possible, Tenant
shall cause said trade fixtures,  furnishings,  equipment and all other personal
property  to be  assessed  and  billed  separately  from  the real  property  of
Landlord.

         (b) If any of  Tenants said  personal  property shall be  assesed  with
Landlord's  real property,  Tenant shall pay Landlord the taxes  attributable to
Tenant  within 10 days after  receipt of a written  statement  setting forth the
taxes applicable to Tenant's property.


SECTION  11.  UTILITIES

         Tenant shall pay for all water, gas, heat, light, power,  telephone and
other utilities and services  supplied to the Premises,  together with any taxes
thereon.


SECTION  12.  ASSIGNMENT AND SUBLETTING 

         12.1 Landlord's Consent Required.

         Tenant shall not  voluntarily or by operation of law assign,  transfer,
mortgage,  sublet, or otherwise transfer or encumber all or any part of Tenant's
interest in this Lease or in the  Premises,  without  Landlord's  prior  written
consent,   which  Landlord  shall  not  unreasonably   withhold.  Any  attempted
assignment,  transfer, mortgage,  encumbrance or subletting without such consent
shall be void, and shall constitute a breach of this Lease.

         12.2 Tenant Affiliate.

         Notwithstanding  the  provisions  of Section  12.1  hereof,  Tenant may
assign or sublet  the  Premises,  or any  portion  thereof,  without  Landlord's
consent, to any corporation which controls,  is controlled by or is under common
control  with  Tenant,  or to any  corporation  resulting  from  the  merger  or
consolidation  with Tenant,  or to any person or entity  which  acquires all the
assets of Tenant as a going concern of the business  that is being  conducted on
the Premises,  provided that said assignee assumes,  in full, the obligations of
Tenant under this Lease. As used herein,  the term "control" shall mean a 50% or
greater interest in the assets,  income or voting power of such entity. Any such
assignment  following which the original Tenant continues to legally exist shall
not, in any way,  affect or limit the liability of Tenant under the term of this
Lease even if after such  assignment or  subletting  the terms of this Lease are
materially changed or altered without the consent of Tenant, the consent of whom
shall not be necessary. 

         12.3 No Release of Tenant.

         Regardless of  Landlord's  consent,  no subletting or assignment  shall
release Tenant of Tenant's  obligation or alter the primary  liability of Tenant
to pay the rent and to perform all other  obligations  to be performed by Tenant
hereunder. The acceptance of rent by Landlord from any other person shall not be
deemed  to be a waiver by  Landlord  of any  provision  hereof.  Consent  to one
assignment  or  subletting  shall  not  be  deemed  consent  to  any  subsequent
assignment or  subletting.  In the event of default by any assignee of Tenant or
any successor of Tenant in the  performance of any of the term hereof,  Landlord
may proceed  directly  against Tenant or any guarantor  without the necessity of
exhausting  remedies  against said assignee.  Landlord may consent to subsequent
assignments or subletting of this Lease or amendments or  modifications  to this
Lease with assignees of Tenant,  without  notifying  Tenant, or any successor of
Tenant, and without obtaining its or their consent thereto and such action shall
not relieve Tenant of liability under this Lease.

         12.4 Additional Rent On Assignment.

         Notwithstanding  anything to the  contrary  in this  Lease,  if for any
proposed  assignment or sublease  Tenant  receives rent or other  consideration,
either  initially or over the term of the  assignment or sublease,  in excess of
the Rent  payable  under the Lease,  or, in case of the sublease of a portion of
the Premises,  in excess of such Rent fairly  allocable to such portion,  Tenant
shall pay to Landlord as additional  rent under the Lease,  without  reducing or
effecting any other obligations of Tenant hereunder,  twenty-five  percent (25%)
of the excess of any sums or other  economic  consideration  received  by Tenant
from any assignee or subtenant other than a Tenant Affiliate less;

                                                                   Page 14 of 27
<PAGE>


              (i) Rent otherwise payable hereunder.

              (ii) Rent  payable  hereunder  during  the period  when,  and with
respect to the portion of, the  Premises  are vacant  following  the date Tenant
determined to assign this Lease or sublet all or a portion of the Premises,

              (iii) Tenant improvement allowances,

              (iv) Advertising fees, 

              (v) Brokerage commissions,

              (vi) Legal fees and

              (vii) Such other costs as may be incurred by Tenant in  connection
with any assignment or sublease promptly after its receipt.  Tenant understands,
acknowledges and agrees that Landlord's right to receive any consideration  paid
in connection with an approved assignment or subletting is a material inducement
for  Landlord's  agreement  to lease the  Premises  to Tenant upon the terms and
conditions set forth herein.

         12.5 Attorney's Fees.

         In the event  Tenant shall assign or sublet the Premises or request the
consent of Landlord to any  assignment  or subletting or if Tenant shall request
the consent of Landlord for any act that Tenant proposes to do then Tenant shall
pay Landlord's reasonable attorneys' fees incurred in connection therewith.


SECTION  13.  DEFAULTS; REMEDIES

         13.1 Defaults.

         The  occurrence  of any  one or  more  of the  following  events  shall
constitute a material default and breach of this Lease by Tenant:
               
         (a) The  failure  by  Tenant to make any  payment  of Rent or any other
payment required to be made by Tenant hereunder, as and when due, or the failure
by Tenant to provide  Landlord with  reasonable  evidence of insurance or surety
bond required under this Lease where such failure shall continue for a period of
ten (10) days after written notice thereof from Landlord to Tenant.

         (b) The failure by Tenant to observe or perform  any of the  covenants,
conditions  or  provisions  of this Lease to be observed or performed by Tenant,
other than  described in Section (a) above,  unless  specifically  stated to the
contrary  herein,  where such failure shall continue for a period of thirty (30)
days after written  notice hereof from  Landlord to Tenant;  provided,  however,
that if the nature of  Tenant's  default is such that more than thirty (30) days
are reasonably  required for its cure,  then Tenant shall not be deemed to be in
default if Tenant  commenced  such cure within said 30-day period and thereafter
diligently pursues such cure to completion. Such thirty (30) day notice shall be
in lieu of and not in addition to any notice  required under Section 1161 of the
California Code of Civil Procedure.
             
         (c) (i) The  making by Tenant of any  general  assignment,  or  general
arrangement  for the benefit of creditors;  (ii) the filing by or against Tenant
of  a  petition  to  have  Tenant   adjudged  a  bankrupt  or  a  petition   for
reorganization or arrangement under any law relating to bankruptcy  (unless,  in
the case of a petition filed against Tenant,  the same is dismissed within sixty
(60) days); (iii) the appointment of a trustee or receiver to take possession of
substantially  all of  Tenant's  assets  located at the  Premises or of Tenant's
interest in this Lease, where possession is not restored to Tenant within thirty
(30)  days;  or (iv) the  attachment,  execution  or other  judicial  seizure of
substantially  all of  Tenant's  assets  located at the  Premises or of Tenant's
interest in this Lease,  where such seizure is not discharged within thirty (30)
days.

         (d) The  discovery by Landlord that any  financial  statement  given to
Landlord  by Tenant,  any  assignee  of Tenant,  any  subtenant  of Tenant,  any
successor  in  interest  of  Tenant or any  guarantor  of  Tenant's  obligations
hereunder, and any of them, was materially false.

         13.2 Remedies.

         In the event of any such material default or breach by Tenant, Landlord
may at any time  thereafter,  with or  without  notice  or  demand  and  without
limiting Landlord in the exercise of any right or remedy which Landlord may have
by reason of such default or breach: 

         (a)  Terminate  Tenant's  right to  possession  of the  Premises by any
lawful  means,  in  which  can this  Lease  shall  terminate  and  Tenant  shall
immediately surrender  possession of the  Premises to  Landlord.  In  such event

                                                                   Page 15 of 27

<PAGE>

Landlord  shall be  entitled  to recover  from  Tenant all  damages  incurred by
Landlord  proximately  caused by reason of Tenant's default  including,  but not
limited  to, the cost of  recovering  possession  of the  Premises;  expenses of
reletting,  including  necessary  renovation  and  alteration  of the  Premises,
reasonable  attorneys' fees, and the then unamortized balance of any real estate
commission  actually paid; the worth at the time of the award of the unpaid rent
which had been earned at the time of termination; the worth at the time of award
by the court having jurisdiction  thereof of the amount by which the unpaid rent
for the  balance of the term after the time of such award  exceeds the amount of
such rental loss for the same period  that  Tenant  proves  could be  reasonably
avoided; and that portion of the leasing commission paid by Landlord pursuant to
Section 15 applicable to the unexpired term of this Lease. The worth at the time
of award of the amounts  referred to above shall be computed by discounting such
amount at the discount rate of the Federal  Reserve Bank of San Francisco at the
time of the award plus one percent (1%).
              
         (b) Maintain  Tenant's right to possession (under California Civil Code
Section 1951.4) in which case this Lease shall continue in effect whether or not
Tenant shall have  abandoned  the  Premises.  In such event,  Landlord  shall be
entitled  to  enforce  all  of  Landlord's   rights  and  remedies   under  this
Lease, including the right to recover the rent as it becomes due hereunder.
             
         (c) Pursue any other  remedy now or  hereafter  available  to  Landlord
under the laws or  judicial  decisions  of the State in which the  Premises  are
located.
               
         (c) The expiration or termination of this Lease and/or the  termination
of Tenant's right to possession  shall not relieve  Tenant from liability  under
any  indemnity  provisions  of this Lease as to matters  occurring  or  accruing
during the term hereof or by reason of Tenant's occupancy of the Premises.

         13.3 Default by Landlord.

         Landlord  shall not be in  default  unless  Landlord  fails to  perform
obligations required of Landlord within a reasonable time, but in no event later
than thirty  (30) days after  written  notice by Tenant to  Landlord  and to the
holder of any first  mortgage or deed of trust  covering the Premises whose name
and  address  shall  have  theretofore  been  furnished  to Tenant  in  writing,
specifying  wherein Landlord his failed to perform such  obligations;  provided,
however,  that if the  nature of  Landlord's  obligation  is such that more than
thirty (30) days are  required for  performance  then  Landlord  shall not be in
default  if  Landlord  commences  performance  within  such  30-day  period  and
thereafter diligently  prosecutes the same to completion.  Tenant agrees to send
by certified or registered mail to any mortgagee or deed of trust  beneficiaries
of the Premises whose address has been furnished to Tenant  (provided,  however,
not more than two (2) at any one time) a copy of any notice of default served by
Tenant on  Landlord.  If  Landlord  fails to cure such  default  within the time
provided  for in  this  Lease,  such  mortgagee  or  beneficiary  shall  have an
additional  thirty (30) days to cure such default;  provided,  however,  that if
such default cannot reasonably be cured within that thirty (30) day period, then
such  mortgagee  or  beneficiary  shall  have such  additional  time to cure the
default  as is  reasonably  necessary  under the  circumstances,  provided  such
mortgagee or  beneficiary  commences the cure of such default within said thirty
(30) day period and diligently pursues the same to completion.

         13.4 Late Charges.

         Tenant hereby  acknowledges  that late payment by Tenant to Landlord of
rent  and  other sums due  hereunder  will  cause  Landlord  to  incur costs not
contemplated  by this  Lease,  the  exact  amount  of  which  will be  extremely
difficult to ascertain.  Such costs include,  but are not limited to, processing
and accounting charges, and late charges which may be imposed on Landlord by the
terms of any mortgage or trust deed covering the Premises.  Accordingly,  if any
installment  of rent or any other sum due from  Tenant  shall not be received by
Landlord or Landlord's  designee within ten (10) days after such amount shall be
due,  Tenant  shall pay to  Landlord a late charge  equal to 1% of such  overdue
amount for the first such incident in any calendar  year, and three percent (3%)
for any additional  such incident in any calendar year. The parties hereby agree
that such late charge  represents  a fair and  reasonable  estimate of the costs
Landlord will incur by reason of late payment by Tenant. Acceptance of such late
charge by Landlord  shall in no event  constitute  a waiver of Tenant's  default
with respect to such overdue amount, nor prevent Landlord from exercising any of
the other rights and remedies granted hereunder.


SECTION  14.  CONDEMNATION

         If the  Premises  or any  portion  thereof are taken under the power of
eminent  domain,  or sold under the threat of the exercise of said power (all of
which are herein called  "condemnation"),  this Lease shall  terminate as to the
part so taken as of the date the condemning authority takes title or possession,
whichever first occurs.  If more than 10% of the floor area of the  improvements
on the Premises,  or more than 25% of the land area of the Premises which is not
occupied by any improvements, is taken by condemnation,  Tenant may, at Tenant's
option,  to be  exercised  in writing  only within ten (10) days after  Landlord
shall have given Tenant written notice of such taking (or in the absence of such
notice,  within ten (10) days after the  condemning  authority  shall have taken
possession)  terminate this Lease as of the date the condemning  authority takes
such possession.  If Tenant does not terminate this Lease in accordance with the
foregoing, this Lease shall remain in full force and effect as to the portion of
the Premises remaining,  except that the rent shall be reduced in the proportion
that the floor area taken bears to the total 

                                                                   Page 16 of 27
<PAGE>


floor area of the building situated on the Premises. Any award for the taking of
all or any part of the Premises under the power of eminent domain or any payment
made  under  threat of the  exercise  of such  power  shall be the  property  of
Landlord,  whether such award shall be made as  compensation  for  diminution in
value of the  leasehold or for the taking of the fee, or as  severance  damages;
provided,  however,  that  Tenant  shall be entitled to any award for loss of or
damage to Tenant's trade fixtures and removable personal property.  In the event
that this  Lease is not  terminated  by reason  of such  condemnation,  Landlord
shall,  to the extent of severance  damages  received by Landlord in  connection
with  such  condemnation,  repair  any  damage  to the  Premises  caused by such
condemnation  except to the extent that Tenant has been  reimbursed  therefor by
the  condemning  authority.  Tenant  shall  pay any  amount  in  excess  of such
severance damages required to complete such repair.

SECTION  15.  BROKERS'S FEE.

         Landlord  shall pay to  Metrospace  Corporation a fee as set forth in a
separate agreement between Landlord and Metrospace Corporation.  Tenant warrants
and  represents  that it has not dealt with any real  estate  broker or agent in
connection with this Lease or its negotiation except for Metrospace Corporation.
Tenant shall  indemnify  and hold  Landlord and the Premises  harmless  from any
cost,  expense or liability  (including  costs of suit and  attorneys'  fees and
costs)  for any  compensation,  commission,  or fees  claimed  by any other real
estate broker or agent in connection  with this Lease or its  negotiation  based
upon any act or statement of Tenant.  Landlord warrants and represents to Tenant
that it has not dealt with any real estate  broker or agent in  connection  with
this Lease or its negotiation except for Metrospace Corporation.  Landlord shall
indemnify  and  hold  Tenant  harmless  from any  cost,  expense,  or  liability
(including without limitation,  costs of suit and attorneys' fees and costs) for
any compensation,  commission or fees claimed by any other real estate broker or
agent in  connection  with this Lease or its  negotiation  based upon any act or
statement of Landlord.


SECTION  16.  SUBORDINATION

         16.1 Mortgage and Ground Leases.

         There  are no  mortgages  or  ground  leases  presently  affecting  the
Premises.  However,  subject to the  conditions set forth in Section 16.3 below,
Tenant agrees to cause this Lease, at Landlord's  request, to become subject and
subordinate to (a) all future ground or underlying  leases  affecting all or any
part of the Premises and all amendments,  renewals,  modifications,  supplements
and  extensions;  of the leases,  and (b) all future deeds of trust or mortgages
affecting or  encumbering  all or any part of the Premises  and/or any ground or
underlying leasehold estate;  provided,  however,  that if after having affected
such  subordination,  Landlord  changes its position in the matter and elects to
have Tenant's  interest in the Lease reinstated as superior,  senior or prior to
any such  instrument,  then upon  receipt  by Tenant of  written  notice of such
election,  Tenant shall execute all necessary subordination instruments or other
documents  confirming the subordination of such mortgage,  dead of trust, ground
or  underlying  lease  to the  Lease.  Tenant  further  agrees,  subject  to the
conditions set forth in Section 16.3 below, to execute any documents required to
effectuate an  attornment or  subordination  of this Lease. Tenant's  failure to
execute any such  properly  conditioned  document  within ten (10) business days
after written demand shall constitute a material default by Tenant hereunder.

         16.2 Successors of Mortgage and Ground Leases.

         In the event of the cancellation or termination of any or all ground or
underlying  leases  affecting all or any part of the Premises in accordance with
its terms or by the  surrender  thereof,  whether  voluntary,  involuntary or by
operation of law, or by summary proceedings,  or in the event of any foreclosure
of any or all mortgages or deeds of trust  encumbering the Premises by trustee's
sale, voluntary agreement,  deed in lieu of foreclosure,  or by the commencement
of any judicial action seeking  foreclosure,  Tenant, at the request of the then
Landlord under the Lease, shall,  subject to the conditions set forth in Section
16.3 below, attorn to and recognize:

         (a) the ground or  underlying  Landlord  under the ground or underlying
lease being terminated or canceled, or

         (b) the beneficiary or purchaser at the  foreclosure  sale, as Tenant's
landlord  under the Lease,  and Tenant agrees to execute and deliver at any time
upon request of such ground or underlying Landlord,  beneficiary,  purchaser, or
their  successors,  any instrument to further evidence such  attornment.  Tenant
hereby waives its right, if any, to elect to terminate the Lease or to surrender
possession of the Premises in the event of any such ground or  underlying  lease
cancellation or termination or mortgage or deed of trust foreclosure.

         16.3 Non-Disturbance.

         Landlord   shall   provide   to   Tenant  a   commercially   reasonable
non-disturbance  agreement  properly executed by Landlord (or the then Landlord,
as the case may be, and its mortgagee or ground Landlord, as the case may be) in
consideration  of, and as a condition  precedent  to,  Tenant's  agreement to be
bound by Sections 16.1 and 16.2 above.

                                                                   Page 17 of 27


<PAGE>

SECTION  17.  SIGNS AND AUCTIONS

         Landlord hereby agrees that Tenant,  at Tenant's sole cost and expense,
shall  have the  right  during  the term of the Lease to have  installed  on the
exterior face of the Premises,  one (1) identity sign identifying  Tenant's name
and/or logo (the "Building  Identity  Sign").  The graphics,  materials,  color,
design, lettering, size, quality, specifications and exact location of any other
signage  visible  outside of the Building  shall be subject to the prior written
approval of Landlord,  which shall not be unreasonably  withheld or delayed, and
shall also comply with all other applicable laws, statutes,  ordinances,  rules,
regulations,  permits, approvals,  including,  but not limited to, that  certain
Specific   Plan  for  property  of  which  the  Premises  are  a  part  entitled
Brandeis-Bardin  Institute Specific Plan adopted December 3, 1984 and revised as
of November  18,  1991,  and the CC&R's.  The  Building  Identity  Sign shall be
installed  by Tenant,  and Tenant  shall pay the costs  incurred  in the design,
construction and installation of the Building  Identity Sign using any available
portion  of the  "Allowance"  described  in Section  3.5 of Exhibit  "C" to this
Lease,  at Tenant's  election.  At the expiration or earlier  termination of the
Lease,  Tenant shall, at Tenant's sole cost and expense,  cause (a) the Building
Identity Sign to be removed from the Building and (b) any damage to the Building
to be repainted to match the Building's then existing paint.  This Section shall
survive the termination of this Lease.

 
SECTION  18.  OPTION TO EXTEND

         Tenant shall have two (2) consecutive options (collectively, "Options")
to extend the Term of this Lease for  additional  periods of five (5) years each
(collectively,  "Option Terms") for the entire Premises as the Premises exist at
the end of the Original Term of the Lease, or at the end of the first Option, as
the case may be. The then next maturing Option must be exercised,  if at all, by
written  notice ("0ption Notice") delivered by Tenant to Landlord not later than
nine (9) months prior to the end of the then current term of the Lease. Further,
any Option  shall not be deemed to be properly  exercised  if, as of the date of
the Option Notice or at the end of the then current  term,  Tenant is in default
following  the  expiration  of any  applicable  cure  periods  under the  Lease.
Provided  Tenant has properly and timely  exercised the  Option(s),  the Term of
this Lease shall be  extended  by the  applicable  Option  Term,  and all terms,
covenants and conditions of the Lease shall remain  unmodified and in full force
and effect, except for the Rent, which shall be adjusted to the lesser of;

              (i) the  initial  Rent set forth in Section 4.1 and Section 4.3 of
the Lease,  increased at a non-compounded rate of 8% per annum accruing from the
later of October 1, 1993,  or the  Commencement  Date through and  including the
commencement of the applicable Option Term (a rent, which is 220% of the Section
4.1 and Section  4.3 rent  payable in the first  twenty-four  (24) months of the
term), or

              (ii)  95% of the  "Fair  Market  Retail  Value"  of the  Premises,
determined pursuant to the procedures set forth in Section 4.4(b) above.


SECTION  19.  OPTION TO PURCHASE AND RIGHT OF FIRST REFUSAL

         19.1 Option Notice.

         Notwithstanding  anything  to the  contrary  set  forth  in the  Lease,
following the twenty-fourth (24th month of the initial Term of the Lease, and so
long as Tenant shall not be in default,  after the  expiration of all applicable
cure  periods as set forth in Section  13 of the  Lease,  Tenant  shall have the
right and option to purchase the Premises (the  "Option") on the terms set forth
herein by  delivering  written  notice,  if at all,  to  Landlord  (the  "Option
Notice")  not later  than nine (9) months  prior to the end of the then  current
term of the Lease.

         19.2 Actions of Parties.

         Within thirty (30) business days  following  Landlord's  receipt of the
Option Notice,  the parties shall proceed to open an escrow for the purchase and
sale of the Premises ("Escrow") with an escrow  company reasonably acceptable to
both  Landlord and Tenant  ("Escrow  Holder"),  by delivering to Escrow Holder a
fully  executed  copy of this Lease and Joint  Escrow  Instructions  prepared by
Landlord  (the  "Purchase  Agreement")  consistent  with  this  Section  19  and
otherwise as mutually approved by the parties.

         19.3 Closing Date.

         The close of Escrow shall occur on the date (the "Closing  Date") which
is as soon as  practicable;  but in no event  later than the later of sixty (60)
days after the date of  Landlord's  receipt  of the Option  Notice or sixty (60)
days after the determination of the purchase price.

         19.4 No Contingencies to Tenant's Obligations.

         After  Tenant's  delivery  of the  option  Notice,  there  shall  be no
contingencies  or  conditions  precedent  to Tenant's  obligations  to close the
Escrow except for;

              (i) Landlord's  ability to transfer full and  marketable  title to
the Premises to Tenant as of the Closing

                                                                   Page 18 of 27
<PAGE>

Date,

              (ii) the  agreement by a title  company  reasonably  acceptable to
Tenant to deliver to Tenant the Title Policy described hereinbelow,
                  
              (iii)  material  damage to the Building  due to a casualty,  which
condition Tenant may elect to waive in which event all insurance  proceeds shall
be paid to Tenant upon receipt,  subject to any rights which, under the terms of
the then existing  first deed of trust  encumbering  the  Building,  if any, the
holder thereof may hold such proceeds for disbursement to the mortgagor over the
course of its repair of the Premises.  Landlord agrees to cooperate, at Tenant's
expense, with Tenant's reasonable requests regarding inspections  concerning the
Premises so that prior to Tenant's  delivery  of the Option  Notice,  Tenant may
satisfy itself as to the condition of the Premises.

         19.5 Purchase Price.

         (a) If the option to purchase the Premises is properly  exercised,  the
purchase price shall be the greater of:

              (i) The minimum price requirement, or

              (ii) The price set by appraisal,

         (b) The minimum price requirement shall mean;

              (i)  The  total  costs  of  construction  (ss.5.10),  without  any
deduction for depreciation, plus

              (ii) The  agreed  value of  the  land  area (ss.5.8(a))  at twelve
dollars ($12) per square foot, plus

              (iii) The expenses of sales,  including broker's  commissions,  if
any,  title  policy  costs,  documentary  stamp taxes,  escrow fees,  prepayment
penalties and expenses of  financing,  attorney's  fees and related  expenses of
sale,  less  

              (iv) The  cumulative  amount by which the  amount of secured  debt
service  deducted in  computing  net  operational  cash flow has been applied to
reduce the principal amount of secured debt.


         (c) The price set by appraisal shall be determined as follows:

              (i) The parties shall have sixty (60) days after Landlord receives
the option notice in which to agree on the purchase price.

              (ii) If the  parties  are  unable to agree on the  purchase  price
within that period,  then within  thirty (30) days after the  expiration of that
period  each party,  at its  respective  cost and by giving  notice to the other
party, shall appoint a qualified real estate appraiser, with at least five years
full-time  commercial appraisal experience in the area in which the Premises are
located, to appraise and set the purchase price of the Premises.

              (iii) If a party does not appoint an appraiser  within thirty (30)
days after the other party his given  notice of the name of its  appraiser,  the
single  appraiser  appointed  shall  be the sole  appraiser  and  shall  set the
purchase  price of the  Premises.  If the two  appraisers  are  appointed by the
parties as stated in this paragraph, they shall meet promptly and attempt to set
the purchase price of the Premises.

              (iv) If they are  unable  to agree on the  purchase  price  within
thirty  (30) days  after the second  appraiser  has been  appointed,  they shall
attempt to elect a third  appraiser  meeting the  qualifications  stated in this
paragraph  within thirty days after the last day the two appraisers are given to
set the purchase price.

              (v) If they are unable to agree on the third appraiser,  either of
the  parties to this Lease by giving  thirty (30) days notice to the other party
can apply to the then president of the county real estate board of the county in
which the Premises are located,  or to the presiding judge of the superior court
of  that  county,  for  the  selection  of  a  third  appraiser  who  meets  the
qualifications stated in this paragraph.

              (vi) Each of the parties  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 party.

              (vii)  Within  thirty (30) days after the  selection  of the third
appraiser,  a majority of the  appraisers  shall set the  purchase  price of the
Premises.  If a majority of the  appraisers are unable to set the purchase price
within  the  stipulated  period  of time,  the three  appraisals  shall be added
together and their total divided by three (3); the resulting  quotient  shall be
the purchase price of the Premises.

              (viii) In appraising  the Premises as provided in this  paragraph,
the  appraisers  shall not take into  consideration  the existence of this Lease
beyond the existing term,  shall disregard any option to extend,  but shall take
into consideration this Lease for the remainder of the unexpired term.

                                                                   Page 19 of 27
<PAGE>


         19.6 Title.

         As of the Closing Date,  title to the Premises  shall be evidenced by a
standard CLTA Owner's Form Policy of Title  Insurance  issued by a title company
reasonably  acceptable to Tenant ("Title  Policy") in the amount of the purchase
price,  showing  title to the  Premises  vested  in Tenant  subject  only to all
matters of record  set forth in the Title  Policy  and other  exceptions  in the
Final Title  Report and as otherwise  approved by Tenant.  Tenant shall have the
option to obtain an ALTA Title Policy (and in that  context,  Tenant may use any
existing Landlord-owned survey without charge) by agreeing to pay the additional
costs thereof; provided, however, the availability of an ALTA Title Policy shall
in no event constitute a condition to Tenant's obligations to close the Escrow.

         19.7 Costs and Prorations.

         All costs and expenses shall be apportioned between Landlord and Tenant
in  accordance   with  the  customary   practice  for  comparable   real  estate
transactions  in the County where the Premises are located,  except as otherwise
mutually agreed to by the parties herein.

         19.8 Representations.

         Tenant  acknowledges  that the Option has been  granted by  Landlord to
Tenant  based on the  understanding  that  exercise  of the  Option is  entirely
voluntary  by Tenant,  and that the  conveyance  of the  Premises by Landlord to
Tenant  is and  shall be in its  then  "As-Is"  condition,  with  absolutely  no
representations  or warranties,  express or implied,  regarding the condition or
nature of the Premises and any improvements thereon, except for the following:

         (a) Landlord and Tenant each  represent to the other that they have the
legal power,  right and  authority  to enter into the Lease and the  instruments
referenced herein;

         (b)  Landlord  and Tenant each  represent to the other that neither the
execution  of  the  Lease  and  the  instruments  referenced  therein,  nor  the
incurrence of the  obligations  set forth herein,  nor the  consummation  of the
transaction herein  contemplated  conflict with or result in the material breach
of any terms,  conditions  or  provisions  of, or constitute a default under any
agreement or instrument to which Landlord or Tenant, as applicable,  is a party;
and

         (c) Any representations and warranties set forth in the Lease.

The parties  hereby agree to indemnify  each other and hold each other  harmless
from and against any and all losses,  damages,  costs, and liability  (including
actual  attorneys' fees and costs, and court costs) arising from a breach of the
foregoing  representations.  Such  representations  shall survive, and shall not
merge into,  the close of Escrow and the  recordation  of any grant deed for the
Premises.

         19.9 Right Of First Refusal

         (a)  Landlord  shall not sell the Premises or sell or lease an adjacent
Parcel,  or any interest as in any thereof,  without first  offering  Tenant the
opportunity  to  purchase  or lease the same,  as the case may be, upon the same
terms and  conditions  as are offered to Landlord  by, or  solicited by Landlord
from, a third party; provided, however, that the foregoing right shall not apply
to (i) a sale and  concurrent  leaseback  of a Parcel,  (ii) a lease of a parcel
coupled with an obligation on the part of Landlord to develop the Parcel,  (iii)
the grant of an easement or other  interest in a Parcel for the benefit of other
property  where  such  grant  does  not  materially  interfere  with  the use or
potential use of such Parcel,  or (iv) a sale of the Premises or a sale or lease
of an adjacent Parcel, or any interest in any thereof, to an entity controlling,
controlled by or under common control with Landlord,  or to a constituent member
of Landlord, but in the event of any such related party sale or lease, the right
of first refusal  granted  hereunder  shall survive such transfer and be binding
upon the successor of Landlord resulting from such transfer.

         (b) The foregoing right of first refusal shall be exercised, if at all,
by notice  from  Tenant to Landlord  of such  exercise  within  thirty (30) days
following  receipt by Tenant of a notice from Landlord  specifying the terms and
conditions upon which Landlord intends to sell the Premises or sell or lease the
adjacent  Parcels or such  interest,  or solicit  agreements to do so. All such,
notices shall be given in the manner  specified in the Lease. If Tenant fails to
exercise such right within such thirty-day  period,  such right shall expire and
be of no further force and effect unless  Landlord fails to consummate a sale or
lease upon  substantially the same terms and conditions as were set forth in its
notice  to Tenant  within  one  hundred  eighty  (180)  days of the date of such
notice,  in which  event such right shall be  reinstated  and shall be deemed to
have remained in full force and effect throughout such period.

         (c) Landlord  represents  and warrants  that the right of first refusal
contained  herein,  will be prior to any and all liens on the  Premises and each
adjacent Parcel other than a lien for non-delinquent taxes and assessments.

                                                                   Page 20 of 27
<PAGE>


         (d) Landlord shall use its best efforts to require its lender(s) to the
Premises to (a) grant to Tenant  similar  right of first refusal with respect to
their loans and (b) enable Tenant to acquire the Premises subject to such loans.

         19.10 Termination of Lease on Purchase.

         If Tenant  purchases  the Premises,  this Lease shall  terminate on the
date title vests in Tenant.

SECTION  20.  TOXIC OR HAZARDOUS SUBSTANCES

         20.1 Tenant's Use.

         Except as permitted herein,  Tenant shall not engage in the business of
manufacturing  or storing of toxic waste or other toxic or hazardous  substances
or materials on the Premises  during the term of this Lease. In the event Tenant
desires to so use the Premises,  Tenant shall request such use in an application
to  Landlord  which  shall  explain in detail the types of  chemicals/substances
which Tenant desires to manufacture or store,  the proposed  location and manner
of storage of same and the manner of disposition of such chemicals/substances or
by-products or remains  thereof.  Tenant shall deliver to Landlord copies of all
studies,  reports and other information  submitted by Tenant to any governmental
entity  or  agency   regulating  the  use  of  such  substances  and  materials,
concurrently with the delivery of same to such governmental agency or entity. In
no event shall Tenant store any  chemicals/substances  in underground  tanks, or
otherwise  use,  manufacture  or store  toxic  or  hazardous  substances  on the
Premises except pursuant to all required  permits and at all times in accordance
with all  laws.  In the event  Tenant  installs  underground  tanks of any type,
Tenant shall remove same at the  expiration or earlier  termination of the Lease
and  restore  the area from  which  the tanks  shall  have been  removed  to the
condition  of such area prior to the  installation  of such tanks.  In the event
that any such wastes, substances or materials are hereinafter found on, under or
about the Premises as a result of any act of Tenant or its  customers or vendors
during the term hereof,  except as permitted  hereunder or expressly  allowed in
writing by Landlord, Tenant shall take all necessary and appropriate actions and
shall  spend  all  necessary  sums  to  cause  the  same  to be  cleaned  up and
immediately removed from the Premises,  and Landlord shall in no event be liable
or  responsible  for any  costs or  expenses  incurred  in so  doing;  provided,
however,  in no event shall Tenant be obligated  under the terms of this Section
20 or otherwise for any toxic or hazardous  materials or  substances  which were
located  on the  Premises  prior  to the  date  possession  of the  Premises  is
delivered to Tenant or which  migrated  under the Premises from off-site  during
the term of this Lease.  Subject to  Landlord's  obligations  under Section 20.4
hereof,  Tenant shall at all times observe and satisfy the  requirements of, and
maintain  the  Premises  in  compliance  with,  all  federal,  state  and  local
environmental  protection,  occupational,  health and safety and  similar  laws,
ordinances,  restrictions,  licenses and regulations (the "Hazardous  Substances
Laws") including but not limited to, the Federal Water Pollution Control Act (33
U.S.C. Section 1251 et seq.),  Resource Conservation and Recovery Act (42 U.S.C.
Section 6901 et seq.),  Safe Drinking  Water Act (42 U.S.C.  Section  3000(f) et
seq.), Toxic Substances Control Act (15 U.S.C.  Section 2601 et seq.), Clean Air
Act (42 U.S.C.  Section  7401 et seq.),  Comprehensive  Environmental  Response,
Compensation  and  Liability  Act (42 U.S.C.  Section 9601 et seq.),  California
Health  and  Safety  Code  (Section  25100 et  seq.,  Section  39000  et  seq.),
California Water Code (Section 13000 et seq.).

         20.2 Notice of Violation.

         Should  Landlord or Tenant at any time  receive any notice of violation
of any Hazardous Substance Laws, including those  aforementioned,  or be given a
citation with respect thereto,  the noticed party shall  immediately  notify the
other party of such  violation  or  citation  and provide the other party with a
copy of same. The  responsible  party shall  immediately cure any deficiency set
forth in the  violation or citation  for which such curing party is  responsible
under the terms hereof within the applicable  cure period set forth in such laws
and shall  immediately  provide the other party with proof of the curing of such
deficiency or complained of matter.

         20.3 Landlord's and Tenant's Default.

         Should  either  party  at any time  default  in or fail to  perform  or
observe any of its obligations under this Section 20, the other party shall have
the right,  but not the duty,  without  limitation upon any of the other party's
rights pursuant hereto, to perform the same, and non-performing  party agrees to
pay to the performing  party on demand,  all costs and expenses  incurred by the
performing  party  in  connection   therewith,   including  without  limitation,
attorneys' fees,  together with interest from the date of expenditure at 10% per
annum, or, if less, at the highest rate allowed by law.

         20.4 Landlord's Representations.

         Landlord hereby represents and warrants to Tenant that the Premises and
the Building  shall be in full  compliance  with all  governmental  regulations,
ordinances  and laws,  including  those which  pertain to the use of  "Hazardous
Substances",  meaning  those  substances  which are  regulated by the  Hazardous
Substances  Laws existing at the  Commencement  Date,  or petroleum  products or
by-products,  and that  there  are no  Hazardous  Substances  located  in, on or
underlying the Premises as of such date.  Landlord will be fully responsible for
undertaking  all  remedial  work  which may be  necessitated  by the  failure of
Landlord to comply with the Hazardous Substances

                                                                   Page 21 of 27

<PAGE>


Laws,  at  Landlord's  sole cost and  expense,  except to the  extent  that such
expense  is the  obligation  of Tenant  under the  provisions  of  Section  20.1
hereinabove.  Landlord  further  represents and warrants that it has not used in
violation of the Hazardous Substances Laws, or generated, stored, transferred or
disposed of, any such  Substances in or around the Premises during its ownership
of the Real Property. To Landlord's knowledge, no previous owner or occupant has
used in  violation of the  Hazardous  Substances  Laws,  or  generated,  stored,
transferred  or  disposed  of such  substances  in or around the Real  Property.
Landlord shall be responsible for and shall defend, protect,  indemnify and hold
Tenant  harmless  from and against all claims,  cost and  liabilities  including
attorneys' fees and costs, arising out of, or in connection with;

              (i) Landlord's use, generation,  storage,  transfer or disposal of
such Substances in or around the Premises or,

              (ii) any such  Substances  which  existed  in or  around  the Real
Property  prior to or as of the date Tenant takes  possession  of the  Premises.
Landlord's  indemnification  of claims,  costs and  liabilities  hereunder shall
include  the  cost or  removal,  cleanup  and  restoration  work  and  materials
necessary to return the Premises to their  condition  prior to the appearance of
such  Substances.  In no event  shall  Tenant be  responsible  for  indemnifying
Landlord or for the removal or clean-up of any such  Substances  which are shown
to have  existed  in or  around  the  Premises  prior to the date  Tenant  takes
possession of the Premises.


SECTION  21.  TENANT'S PRIOR OCCUPANCY

         Tenant,  at Tenant's  option,  shall be permitted to enter the Building
and the  Premises in  coordination  with the general  contractor's  construction
schedule prior to the estimated date of substantial  completion of the Premises,
with no  obligation to pay any rent or any other charge  whatsoever  and without
commencing any rental abatement  period,  for purposes of installing  furniture,
fixtures and equipment  and  installing  special  Leasehold  Improvements  which
Tenant  elects  to  install  itself  rather  than  through   Landlord's  general
contractor,  including,  but not limited to,  special wall and floor  coverings,
telephone  and  millwork.  Such  entry by Tenant  for the  purpose  of such work
("Tenant's  Finishing Work") shall be subject to all of the conditions set forth
in this Section 21. Should Tenant elect to enter the Premises under the terms of
this Section 21 for construction of Tenant's Finishing Work, it is hereby agreed
that  Tenant,  its  employees,  its agents,  its  independent  contractors,  its
suppliers and any other person under  Tenant's  control  ("Tenant's  Personnel")
installing Tenant's Finishing Work on the Premises shall be subject to and shall
work under the direction of Landlord and Landlord's  general  contractor for the
Leasehold  Improvements;  however, such direction shall not obligate Landlord or
Landlord's  general  contractor  for the  responsibility  of  timely  or  proper
installation  of such  Tenant's  Finishing  Work.  If the  presence  of Tenant's
Personnel  and the work that is being  performed  by  Tenant's  Personnel  shall
detrimentally   interfere  with   Landlord's   work  of  construction  or  shall
detrimentally  affect  Landlord's  ability to comply  with its  commitments  for
completing its work of improvement in the Premises or cause labor  difficulties,
Landlord  shall have the right to order any or all of Tenant's  early entry work
to cease on twenty-four (24) hours' written notice,  and if Landlord so requires
in  connection  therewith  because such items are  interfering  with the work of
construction of the Leasehold Improvements, Tenant shall have Tenant's Personnel
remove from the Premises all tools,  equipment and materials.  If Tenant desires
to exercise its right of early entry in accordance  with the  provisions of this
Section, Tenant further agrees to;

              (i) pay for and provide certificates  evidencing the existence and
amounts  of  liability  insurance  carried by Tenant,  which  coverage  shall be
reasonably approved by Landlord and,

              (ii) comply with all applicable laws, regulations, permits and
other approvals applicable to such early entry work on the Premises.


SECTION  22.  GENERAL PROVISIONS

         22.1 Estoppel Certificate.

         (a) Tenant  shall at any time upon not less than ten (10)  days'  prior
written  notice from  Landlord  execute,  acknowledge  and deliver to Landlord a
statement in writing;

              (i) certifying that, to the best of Tenant's knowledge, this Lease
is unmodified and in full force and effect (or, if modified,  stating the nature
of such modification and certifying that this Lease, as so modified,  is in full
force and effect)  and the date to which the Rent and other  charges are paid in
advance, if any, and

              (ii) acknowledging that there are not, to Tenant's  knowledge, any
uncured defaults on the part of Landlord hereunder,  or specifying such defaults
if any are claimed.  Any such statement may be  conclusively  relied upon by any
prospective purchaser or encumbrancer of the Premises.

         (b) If Landlord  desires to finance or refinance the  Premises,  or any
part  thereof,  Tenant  hereby  agrees to deliver to any  lender  designated  by
Landlord such  financial  statements of Tenant as may be reasonably  required by
such lender.  Such  statements  shall  include the past three  years'  financial
statements  of  Tenant.  All such  financial  statements  shall be  received  in
confidence and shall be used only for the purposes herein set forth.

                                                                   Page 22 of 27
<PAGE>


         (c) Landlord  shall at any time upon not less than ten (10) days' prior
written  notice  from  Tenant,  execute,  acknowledge  and  deliver  to Tenant a
statement in writing;

              (i)  certifying  that, to the best of Landlord's  knowledge,  this
Lease is  unmodified  and in full force and effect (or if modified,  stating the
nature of such  modification and certifying that this Lease, as so modified,  is
in full force and effect)  and the date to which the rent and other  charges are
paid in advance, if any, and

              (ii)  acknowledging  that there are not, to Landlord's  knowledge,
any  uncured  defaults  on the part of  Tenant  hereunder,  or  specifying  such
defaults if any are claimed.  Any such statement may be conclusively relied upon
by any third party requesting such information of Tenant.

         22.2 Landlord's Liability.

         The term  "Landlord" as used herein shall mean only the owner or owners
at the time in question of the fee title to the  Premises.  Effective  as of the
Commencement  Date,  in the event of any  transfer  of such  title or  interest,
Landlord herein named (and in case of any subsequent transfers the then grantor)
shall be relieved  from and after the date of such  transfer of all liability as
respects  Landlord's  obligations  hereafter to be performed,  provided that the
transferee assumes such liability in writing, and provided that any funds in the
hands of Landlord  or the then  grantor at the time of such  transfer,  in which
Tenant has an  interest,  shall be delivered  to the  grantee.  The  obligations
contained in this Lease to be performed by Landlord shall, subject as aforesaid,
be binding on Landlord's  successors and assigns,  only during their  respective
periods of ownership. Effective as of the Commencement Date, in consideration of
and  conditioned  upon the  representation  of Landlord  that at the time of the
recordation of the permanent financing for the Premises such financing shall not
exceed eighty  percent (80%) of the then  appraised  value of the Premises,  the
obligations  of  Landlord  under  this  Lease  shall  not  constitute   personal
obligations of Landlord,  the individual partners of Landlord or their partners,
tenants-in-common, directors, officers or shareholders, and Tenant shall look to
the Premises,  and to no other assets of Landlord,  for the  satisfaction of any
liability of Landlord  with respect to this Lease,  and shall not seek  recourse
against  the  individual  partners,  tenants-in-common,  directors,  officers or
shareholders,  or any of their personal assets for such satisfaction;  provided,
however, that until the Commencement Date, Landlord must be under the control of
the current  persons,  including  J. M. Jones,  who as of the  execution of this
Lease, control the business decisions of Landlord.

         22.3 Severability.

         The  invalidity of any provision of this Lease as determined by a court
of  competent  jurisdiction,  shall in no way affect the  validity  of any other
provision hereof.

         22.4 Interest on Past-due Obligations.

Except as expressly herein  provided,  any amount due Landlord not paid when due
shall bear  interest at 10% per annum (or, if less,  the maximum rate allowed by
law) from the date due.  Payment of such  interest  shall not excuse or cure any
default by Tenant under this Lease,  provided,  however, that interest shall not
be payable on late charges incurred by Tenant nor on any amounts upon which late
charges are paid by Tenant.

         22.5 Time of Essence.

         Time is of the essence.

         22.6 Captions.

         Article and Section captions are not a part hereof.

         22.7 Incorporation of Prior Agreements; Amendments.

         This Lease  contains all  agreements of the parties with respect to any
matter mentioned herein.  No prior agreement or understanding  pertaining to any
such matter  shall be  effective.  This Lease may be  modified in writing  only,
signed by the  parties in interest  at the time of the  modification.  Except as
otherwise stated in this Lease, Tenant hereby acknowledges that neither the real
estate  broker  listed in Section 15 hereof nor any  cooperating  broker on this
transaction  nor the Landlord or any  employees or agents of any of said persons
his made any oral or written warranties or representations to Tenant relative to
the  condition or use by Tenant of said  Premises and Tenant  acknowledges  that
Tenant assumes all responsibility  regarding the Occupational  Safety Health Act
or the legal use of adaptability  of the Premises and the compliance  thereof to
all  applicable  laws and  regulations  enforced  during  the term of this Lease
except as otherwise specifically stated in this Lease.

         22.8 Notices.

         All  notices,  demands  or  other  communications  given  or  permitted
hereunder shall be in writing (except as otherwise  expressly stated herein) and
shall  be  given,  and  shall  be  deemed  delivered  on the  date  shown on the
applicable  receipt card, by personal delivery or overnight courier or by United
States mail, registered or certified,

                                                                   Page 23 of 27

<PAGE>

return receipt requested and postage prepaid addressed as follows:

 To Landlord:                 LCF Group
                              Attention: Gilbert Dreyfuss
                              311 South Spring Street. #1200
                              Los Angeles. California 90013
                              Fax No. (213) 687-7379

                              with a copy to:

                              Peppertree Corporate Business Park, Ltd.
                              10966 Wilshire Boulevard
                              Los Angeles,  California 90024
                              Attention: Mr. Jerve M. Jones
                              Fax No. (310) 470-3175

To Tenant:                    Guardian Products, Inc.
                              Brandeis Avenue
                              Simi Valley, CA 93065
                              Attention: Robert B. Senn

or to such other  address or to such  other  substitute  person or entity as any
party shall  designate to the other for such  purpose in the manner  hereinabove
set forth. In addition, for the purposes of the delivery of notice to the holder
of a first  mortgage  or deed of trust  covering  the  Premises  as  provided in
Section 13.3 of the Lease, Landlord's current lender's address is as follows:

                              Seidler Realty Advisors
                              4275 Executive Square, #325
                              La Jolla, California 92307
                              Attention: Daniel J. Ryan

Such  lender,  and/or its  address  shall be subject  to change by  delivery  of
written  notice of such  modification  to Tenant  pursuant  to the terms of this
Section 22.8.


         22.9 Waivers.

         No waiver by Landlord of any provision  hereof shall be deemed a waiver
of any other provision hereof or of any subsequent  breach by Tenant of the same
or any other provision.  Landlord's  consent to or approval of any act shall not
be deemed to render  unnecessary  the  obtaining  of  Landlord's  consent  to or
approval of any  subsequent  act by Tenant.  The acceptance of rent hereunder by
Landlord  shall  not be a  waiver  of any  preceding  breach  by  Tenant  of any
provision hereof, other than the failure of Tenant to pay the particular rent so
accepted,  regardless of Landlord's  knowledge of such  preceding  breach at the
time of acceptance of such rent.

         22.10 Recording.

         Tenant shall not record this Lease  without  Landlord's  prior  written
consent,  and such  recordation  shall, at the option of Landlord,  constitute a
non-curable  default of Tenant  hereunder.  Either party shall,  upon reasonable
request of the other,  execute,  acknowledge  and  deliver to the other a "short
form"  memorandum  of this Lease and the right of first  refusal on the adjacent
parcels for recording purposes.

         22.11 Holding Over.

         If Tenant  fails to  surrender  the  Premises  upon the  expiration  or
earlier  termination  of the  Lease  without  the  express  written  consent  of
Landlord, Tenant shall become a tenant-at-sufferance,  at a rental rate equal to
one hundred fifty percent  (150%) of the monthly Base Rent payable by Tenant for
the month  immediately  preceding such  expiration or earlier  termination,  and
Tenant  shall  remain   responsible  for  the  payment  of  all  other  monetary
obligations due and payable by Tenant under the Lease. Acceptance by Landlord of
Base Rent after such  expiration  or earlier  termination  of the Term shall not
result in any renewal of the Term.  The foregoing  provisions are in addition to
and do not affect  Tenant's right of re-entry or any other rights or remedies of
Tenant  hereunder  or as  otherwise  provided at law or in equity,  or both.  If
Tenant  fails  to  surrender  the  Premises  upon  the   expiration  or  earlier
termination  of the  Term  despite  Landlord's  demand  to do so,  Tenant  shall
indemnify and hold Landlord harmless from and against any and all losses, costs,
damages and liability  (including  actual  attorneys' fees and costs,  and court
costs),  direct or indirect,  which  Landlord may suffer as a result of Tenant's
failure to surrender the Premises.

         22.12 Cumulative Remedies.

         No remedy or election  hereunder  shall be deemed  exclusive but shall,
wherever possible, be cumulative

                                                                   Page 24 of 27
<PAGE>

with all other remedies at law or in equity.

         22.13 Covenants and Conditions.

         Each provision of this Lease performable by Tenant shall be deemed both
a covenant and a condition.

         22.14 Binding Effect; Choice of Law.

         Subject to any provisions hereof  restricting  assignment or subletting
by Tenant and subject to the  provisions of Section 22.2,  this Lease shall bind
the parties, their representatives,  successors and assigns. This Lease shall be
governed by the laws of the State in which the Premises are located.

         22.15 Attorney's Fees.

         If either party brings an action to enforce the terms hereof or declare
rights  hereunder,  the prevailing party in any such action, on trial or appeal,
shall be entitled  to his  reasonable  attorneys'  fees to be paid by the losing
party as fixed by the court.

         22.16 Landlord's Access.

         Landlord  and  Landlord's  agents  shall  have the  right to enter  the
Premises at reasonable  times and in such a manner as to interfere with Tenant's
business as little as  practicable,  for the purpose of inspecting the same, for
ascertaining  compliance  by Tenant with the  requirements  of this  Lease,  for
showing the same to  prospective  purchasers,  or lenders,  or Tenants,  and for
making such alterations,  repairs,  improvements or additions to the Premises or
to the  building  of which they are a part as  Landlord  may deem  necessary  or
desirable.  Landlord may at any time place on or about the Premises any ordinary
"For Sale" signs and Landlord may at any time during the last one hundred twenty
(120) days of the term hereof place on or about the  Premises any ordinary  "For
Lease" signs, all without rebate of rent or liability to Tenant.

         22.17 Merger.

         The voluntary or other  surrender of this Lease by Tenant,  or a mutual
cancellation thereof, or a termination by Landlord, shall not work a merger, and
shall, at the option of Landlord,  terminate all or any existing subtenancies or
may, at the option of Landlord,  operate as an  assignment to Landlord of any or
all of such subtenancies.

         22.18 Corporate Authority.

         If Tenant is a  corporation,  each  individual  executing this Lease on
behalf of said corporation represents and warrants that he is duly authorized to
execute and deliver this Lease on behalf of said corporation, in accordance with
a duly adopted  resolution of the Board of Directors of said  corporation  or in
accordance with the Bylaws of said  corporation,  and that this Lease is binding
upon said  corporation in accordance with its terms. If Tenant is a corporation,
Tenant shall, within thirty (30) days after execution of this Lease,  deliver to
Landlord a certified  copy of a  resolution  of the Board of  Directors  of said
corporation authorizing or ratifying the execution of this Lease.

         22.19 Consent/Duty to Act Reasonably.

         Regardless of any reference to the words "sole" or "absolute"  any time
the  consent  of  Landlord  of Tenant is  required,  such  consent  shall not be
unreasonably  withheld,  conditioned  or  delayed.  Whenever  the  Lease  grants
Landlord  or Tenant the right to take  action,  exercise  discretion,  establish
rules and regulations or make allocations or other determinations,  Landlord and
Tenant  shall act  reasonably  and in good faith and take no action  which might
result in the  frustration of the  reasonable  expectations  of a  sophisticated
landlord and  sophisticated  tenant  concerning the benefits to be enjoyed under
the Lease.

         22.20 Guarantor.

         The guarantor of this Lease shall have the same  obligations  as Tenant
under Sections 22.1 and 22.18 of this Lease. Concurrently with the execution and
delivery of this Lease by Tenant,  and as condition to the effectiveness of this
Lease and Landlord's obligations  hereunder,  Tenant shall deliver to Landlord a
guaranty of Tenant's  obligations  hereunder  duly executed by Sunrise  Medical,
Inc., a Delaware  corporation,  in the form of Exhibit "D"  attached  hereto and
incorporated herein by this reference. Together with such guaranty, Tenant shall
deliver  such  evidence of the signing  individual's  authority  to execute such
guaranty as Landlord may reasonably require.

         22.21 Quiet Possession.

         Upon Tenant paying the fixed rent reserved  hereunder and observing and
performing all of the  covenants,  conditions and provisions on Tenant's part to
be observed and performed hereunder, Tenant shall have

                                                                   Page 25 of 27

<PAGE>

quiet  possession  of the Premises for the entire term hereof  subject to all of
the provisions of this Lease.  Further,  Landlord hereby warrants and represents
to Tenant that the Building, to the extent constructed by Landlord or Landlord's
contractor, and to the extent designed by Landlord or Landlord's designer, shall
be  constructed  and designed in a first-class  manner with first class building
systems and in full compliance with all governmental  regulations ordinances and
laws  existing at the time of issuance of the building  permits for the Building
(applicable laws), and to the extent designed and constructed by Landlord, shall
be suitable for intended uses. In addition to Landlord's repair  obligations set
forth in Section 7.4 above,  Landlord shall be fully  responsible for making all
alterations  and repairs to the  Building at  Landlord's  sole cost and expense,
resulting from or necessitated by

              (i) the  failure  of  Landlord  and/or  Landlord's  contractor  or
designer to comply with the foregoing warranty or

              (ii) the  existence  of any  defects  in the  Building  which  are
noticed to Landlord  within the  applicable  warranty  period (which shall be at
least one (1) year) for such work.

         22.22 Rent Defined.

         All monetary  obligations of Tenant to Landlord under the terms of this
Lease,  other than the purchase  price if an option or right of first refusal is
exercised, are deemed to be rent.

         22.23 Furnishing of Financial Statement; Tenant's Representations.

         In order to induce  Landlord  to enter into this Lease,  Tenant  agrees
that it shall promptly furnish  Landlord,  from time to time (but not more often
than twice per calendar year), upon Landlord's  written request,  with financial
statements  reflecting Tenant's current financial  condition.  Landlord shall be
entitled to make the information contained in the financial statements available
to any potential partner or lenders of Landlord or purchasers of the Premises or
any  portion  thereof.  Subject  to the  right of  Landlord  to  distribute  the
information  contained in said financial statements as provided in the preceding
sentence,  Landlord agrees to use commercially reasonable efforts to protect the
confidentiality  of the  information  contained  in said  financial  statements.
Tenant  represents  and  warrants  that all  financial  statements,  records and
information,  furnished by Tenant to Landlord in connection  with this Lease are
true, correct and complete in all respects.

         22.24 Changes Requested by Lender.

         Neither Landlord nor Tenant shall unreasonably  withhold its consent to
changes or amendments to this Lease requested by any Lender of Landlord having a
security interest in the Premises or this Lease, so long as these changes do not
increase  any  obligations  of Tenant  under  this Lease or  otherwise  alter to
Tenant's  detriment any of the basic business terms of the Lease or diminish any
rights of Tenant under this Lease.

                                                                   Page 26 of 27

<PAGE>


IN WITNESS  WHEREOF,  the parties have executed the Lease as to the day and year
first above written.


     "Landlord"     LA CANADA FLINTRIDGE DEVELOPMENT CORPORATION,
                    a California corporation 


                    By: /s/ Gilbert Dreyfuss
                       ------------------------
                    Its: President 



                    LCF INCOME GROUP,  a California general partnership


                    By: /s/ Gilbert Dreyfuss
                       -----------------------  
                    Its: General Partner



                    PEPPERTREE CORPORATE BUSINESS PARK, LTD., 
                    a California limited partnership


                    By: San Martin Investment Development Corporation,
                        a California  Corporation

                              Its: General Partner


                    By: Its President /s/ Jerve M. Jones
                                      -----------------------
                                        Jerve M. Jones



                    JERVE M. JONES, in his individual capacity


                    /s/ Jerve M. Jones
                    ----------------------


     "Tenant"       GUARDIAN PRODUCTS, INC., a California corporation



                    By: /s/ Robert B. Senn
                       -------------------------
                    Its: President
     










                                                                   Page 27 of 27

<PAGE>



                         PEPPERTREE SOUTH BUSINESS PARK
                             SIMI VALLEY, CALIFORNIA

                            FIRST AMENDMENT TO LEASE

                                      WITH

                             GUARDIAN PRODUCTS, INC.

         This First Amendment to Lease ("this  Amendment")  dated this 31 day of
March 1993, is made by and among

          GUARDIAN PRODUCTS, INC., a California corporation ("Tenant"),

           PS GUARDIAN, a California limited partnership ("Landlord"),

                                       and

                  LA CANADA FLINTRIDGE DEVELOPMENT CORPORATION,
                            a California corporation,
               LCF INCOME GROUP, a California general partnership,
                       JERVE M. JONES, an individual, and
                  PEPPERTREE CORPORATE BUSINESS PARK, LTD., a
                         California limited partnership,
            as tenants-in-common (collectively, "Original Landlord").

                                    RECITALS

         A. This Amendment  amends the Lease  ("Lease") dated September 15, 1992
between Tenant on the one hand, and Original Landlord, on the other hand.

         B. Original  Landlord proposes by this Amendment to convey the Lease to
Landlord.

         C. GUARDIAN TRUST COMPANY  ("Trust"),  as corporate  co-trustee for the
SHEET METAL  WORKERS'  PENSION PLAN OF SOUTHERN  CALIFORNIA,  ARIZONA AND NEVADA
("Plan"),  acting through SEIDLER REALTY  ADVISORS,  a Division of SEIDLER AMDEC
SECURITIES,  INC.,  the Plan's  investment  manager,  and their  successors  and
assigns (all such entities being herein  referred to  collectively as "Lender"),
has agreed to make a loan  ("Loan") to  Landlord  in the amount of Four  Million
Seven Hundred Thousand Dollars ($4,700,000).

         D. This  Amendment is made for the purpose of changing and amending the
Lease to conform to requests made by Lender in accordance with Section 22.24.

         NOW,  THEREFORE,  the  parties  agree  that  the  Lease is  amended  as
hereinafter  set forth  (references are to sections and paragraphs of the Lease;
deletions are indicated by strikeouts and additions are indicated by itilics):

SECTION  1.   PARTIES

              A new Section 1.1 shall be add as follows:

              1.1 Assignment of Lease.

Original Landlord hereby conveys all of its right, title, and interest in and to
the Lease to Landlord.  Concurrently,  with the effectiveness of this Amendment,
Original Landlord

                                                                              
                                                                     Page 1 of 8

                                              EXHIBIT A
                                              TO FIELDS AIRCRAFT SPARES SUBLEASE
                                              MASTER LEASE

<PAGE>

shall  convey by grant deed the real  property  underlying  the Lease.  Landlord
hereby agrees to assume all liabilities,  obligations, and duties of performance
imposed on  original  Landlord  in the Lease.  Notwithstanding  the  assignment,
Original  Landlord shall remain fully responsible and liable for all obligations
and  duties of  performance  imposed  on  Landlord  under the Lease  until  full
completion  of the Building  and the  expiration  of any  warranty  periods with
respect to the Building.

SECTI0N  2.   LEASE OF PREMISES

              Section 2.2 shall read as follows:

              "2.2 Title Report

              Landlord owns the Real Property and has furnished to Tenant a copy
of that certain preliminary title report covering the Real Property from Pacific
Title Guaranty  bearing Order No.  504598-R-WBS,  dated as of December 18, 1991.
Landlord  shall deliver a date-down of such title report within thirty (30) days
prior to the "Commencement  Date" defined in Section 3.1 below (the "Final Title
Report") (which Tenant may convert to title policy insuring  Tenant's  interest,
at Tenant's sole  election and expense)  showing the Real Property to be subject
only to a lien for  current  taxes and to  exceptions  which were in the initial
title report which Tenant approved on a commercially  reasonable  basis, such as
easements  necessary to the  operation of the  Building,  and to a first deed of
trust and other liens securing Lender's Loan."

              2.4 Additional Parking

              Section 2.4 Additional Parking shall be deleted in its entirety.

SECTION  3.   TERM

              3.3 Tenants Right to Terminate Lease

              Section 3.3 (a) shall read as follows:

              "(a) Tenant shall have a one-time  right to  terminate  this Lease
effective  the later of:  September  30,  2003,  or the last day of the month in
which the tenth (10th)  anniversary of the Commencement  Date occurs, by payment
to Landlord an amount of $700,000 (the  cancellation  sum) in cash. Such payment
shall be made by deposit  with an escrow  holder  (designated  by  Landlord  and
approved by Lender) for the benefit of Landlord and Lender."


SECTION  5.   TENANT'S PARTICIPATION  IN NET OPERATION CASH FLOW AND NET  PROFIT
              FROM SALE.

              Section 5.2 shall read as follows:

              "5.2 Subordination to Secured Lenders

              Any amounts due to Tenant under this Section shall be  subordinate
to the  rights of  secured  lenders,  and in the event of a  foreclosure  by, or
delivery of a deed in lieu of foreclosure, Tenant  shall no longer have right to
receive any such amounts from Lender or successor Landlord.

 
SECTION  7.   MAINTENANCE, REPAIRS AND ALTERATIONS

              7.1 Tenant's Obligations

                                                                    Page  2 of 8

<PAGE>

              Section 7.1(c) shall be divided into two  subsections,  7.1(c) and
new 7.1(d) and shall read as follows:

                   "(c) Notwithstanding   the   provisions  of  Section  7.1(a),
Landlord  shall  enforce  all  warranties  relative to the  construction  of the
Premises for the benefit of Tenant,  at  Landlord's  expense,  which  warranties
shall  include  all  those  customarily  issued  for  the  type of  construction
contemplated  by exhibit "C" to this Lease.  In addition,  Landlord  warrants to
Tenant  that the  Premises,  and every  part  thereof,  shall be in good  order,
condition  and repair as of the  Commencement  Date and for the period up to but
not including the first anniversary  thereof.  Landlord shall correct any defect
thereto or failure thereof not caused by Tenant and noticed to Landlord prior to
such anniversary date.

                   "(d) In addition, if at any time  during the term  hereof, or
the term hereof as  extended,  Tenant is  required in order to fulfill  Tenant's
obligations  hereunder to incur any capital  expenditure  in excess of $100,000,
the same shall be amortized over the estimated useful life thereof, and promptly
following  Tenant  completion  thereof in accordance with the provisions of this
Lease,  Landlord  shall pay to Tenant the then present value of the cost thereof
attributable to the period  following the expiration of this Lease,  taking into
account  any option to extend the term  hereof.  For  purposes  of this  Section
7.1(c),  such amount shall be computed  using the prime interest rate of Bank of
America in effect as of the date of the completion of such capital  expenditure.
If Tenant  asserts  that  Landlord  will be  required  to  reimburse  Tenant for
expenditures  under this  Section  7.1(c),  prior to making  such  expenditures,
Tenant shall give notice to Landlord  and set forth in  reasonable  detail,  the
proposed  expenditures and Tenant's computation of the amount proposed to be due
from Landlord. Any amounts due to Tenant under this Section shall be subordinate
to the  rights of  secured  Lenders,  and in the event of a  foreclosure  by, or
delivery of a deed in lieu of foreclosure,  Tenant shall no longer have right to
receive any such amounts from Lender or successor Landlord.

              7.4 Landlord's Obligations

              The last sentence of Section 7.4 shall read as follows:

              "Except to the  extent  specifically  dealt  with in this  Section
7.1(d) to the contrary,  Tenant  expressly waives the benefit of any statute now
or hereinafter in effect which would  otherwise  afford Tenant the right to make
repairs at Landlord's  expense or to terminate  this Lease because of Landlord's
failure to keep the Premises in good order, condition and repair."


SECTION  8.   INSURANCE INDEMNITY

              Section 8.3(b) shall be redesignated  Section  8.4(a),  the single
paragraph in Section 8.4 shall be redesignated  Section 8.4(b),  and Section 8.4
shall read as follows:

              "8.4 Insurance Policies

              (a) All liability  and property  insurance to be carried by Tenant
shall be primary to and not contributory  with any similar  insurance carried by
Landlord  whose  insurance  shall be  considered  excess  insurance  only.  Said
insurance  shall  provide for payment of loss  thereunder  to Landlord or to the
holders of mortgages or deeds of trust on the Premises.  If Tenant shall fail to
procure and maintain said insurance, Landlord may, but shall not be required to,
procure and maintain the same,  but at the expense of Tenant.  If such insurance
coverage has a deductible  clause,  Tenant shall be liable for such amount.  The
amount of the  deductible  shall not exceed an amount which is reasonable  for a
company of comparable financial strength as tenant as supplemented by Guarantor.


              (b) Insurance  required  hereunder shall be in companies holding a
"General  Policyholders  Rating" of B+:X or  equivalent as set forth in the most
current  issue of "Best's  Insurance  Guide".  Tenant shall  deliver to Landlord
copies of policies of such  insurance or  certificates  evidencing the existence
and amounts of such insurance with loss payable clauses

                                                                    Page  3 of 8
<PAGE>


satisfactory  to  Landlord.  No such policy  shall be  cancelable  or subject to
reduction of coverage or other modification except after thirty (30) days' prior
written notice to Landlord.  Tenant shall,  within thirty (30) days prior to the
expiration  of such  policies,  furnish  Landlord  with  renewals  or  "binders"
thereof,  or Landlord  may order such  insurance  and charge the cost thereof to
Tenant, which amount shall be payable by Tenant upon demand. Tenant shall not do
or permit to be done anything  which shall  invalidate  the  insurance  policies
referred to in Section 8.3."

              Section 8.6 shall read as follows:

              "8.6 Indemnity

              Tenant shall indemnify and hold harmless  Landlord and its agents,
and  partners,  and Lender from and  against  any and all claims,  loss of rents
and/or damages,  costs, liens,  judgments,  penalties,  permits,  attorneys' and
consultants'  fees,  expenses and liabilities  arising out of, involving,  or in
dealing with  Tenant's,  its agents,  contractors,  employees or invitees use or
occupancy of the Premises,  or from the conduct of Tenant's business or from any
activity,  work or things done,  permitted or suffered by Tenant in or about the
Premises or elsewhere  and shall further  indemnify  and hold harmless  Landlord
from and against any and all claims, loss of rents and/or damages, costs, liens,
judgments,  penalties,  permits,  attorneys' and consultants' fees, expenses and
liabilities arising out of, involving,  or in dealing with any breach or default
in the  performance of any obligation on Tenant's part to be performed under the
terms of this Lease,  or arising from any  negligence  of the Tenant,  or any of
Tenant's  agents,  contractors,  or  employees,  and from and against all costs,
attorneys' fees, expert fees,  expenses and liabilities  incurred in the defense
of any such claim or any action or proceeding  brought thereon;  and in case any
action or  proceeding be brought  against  Landlord by reason of any such claim,
Tenant upon notice from  Landlord  shall defend the same at Tenant's  expense by
counsel reasonably satisfactory to Landlord."

SECTION  9.   DAMAGE OR DESTRUCTION

              Section 9.3 shall read as follows:

              "9.3 Total Destruction

              If at any time  during the term  hereof the  Premises  are totally
destroyed  (meaning that Landlord's general contractor in charge of construction
certifies  to the parties  that the  Premises  cannot be repaired in 180 days or
less) from any cause  whether or not  covered by the  insurance  required  to be
maintained pursuant to Section 8.3 (including any total destruction  required by
any authorized public authority) this Lease shall automatically  terminate as of
the date of such total destruction;  provided that Tenant shall have the option,
exercisable  within ten (10) days after  receipt of such  certificate,  to cause
Landlord to repair an insured  loss,  which repair  shall be made in  accordance
with Section 9.1, even if it qualifies as Total Destruction, in which event this
Lease will continue in full force and effect."

SECTION  12.  ASSIGNMENT AND SUBLETTING

              12.4 Additional Rent On Assignment

              The fifth line of  Section  12.4  shall be  corrected  so that the
first six lines shall read as follows:

              Notwithstanding anything to the contrary in this Lease, if for any
proposed  assignment or sublease  Tenant  receives rent or other  consideration,
either  initially or over the term of the  assignment or sublease,  in excess of
the Rent  payable  under the Lease,  or, in case of the sublease of a portion of
the Premises, in excess of such Rent fairly allocable to such

                                                                     Page 4 of 8
<PAGE>

portion,  Tenant  shall pay to  Landlord  as  additional  rent  under the Lease,
without  reducing  or  affecting  any other  obligations  of  Tenant  hereunder,
twenty-five  percent  (25%)  of  the  excess  of  any  sums  or  other  economic
consideration  received by Tenant from any  assignee or  subtenant  other than a
Tenant Affiliate less;..."

SECTION  16.  SUBORDINATION

              16.2 Successors of Mortgage and Ground Leases

              The first sentence of Section 16.2(b) shall read as follows:

              "(b) the beneficiary or purchaser by foreclosure  sale, or by deed
in lieu of foreclosure,  as Tenant's landlord under the Lease, and Tenant agrees
to execute  and deliver at any time upon  request of such  ground or  underlying
Landlord, Lender, beneficiary, purchaser, or their successors, any instrument to
further evidence such attornment."

SECTION  20.  TOXIC OR HAZARDOUS SUBSTANCES

              20.1 Tenant's Use

              A new last sentence  shall be added to Section 20.1 which reads as
follows:

              Tenant  shall  indemnify,  defend  and hold  Landlord  and  Lender
harmless against any liability, loss, damages, and costs or expenses,  including
attorney's  fees and expert witness fees, on account of any claims of any nature
whatsoever  relating to the  presence or use of any such wastes,  substances  or
materials in or around the Premises, caused directly or indirectly by Tenants.

              20.2 Notice of Violation

              The first sentence of Section 20.2 shall read as follows:

              "Should  Landlord  of Tenant  at any time  receive  any  notice of
violation of any Hazardous Substance Laws, including those aforementioned, or be
given a citation  with  respect  thereto,  the noticed  party shall  immediately
notify the other party and Lender of such  violation or citation and provide the
other party with a copy of same." 


SECTION  22.  GENERAL PROVISIONS

              22.1 Estoppel Certificate

              Section 22.1(a)(i) shall read a follows:


                   "(i) certifying  that  this Lease  is unmodified  and in full
force and effect (or, if modified,  stating the nature of such  modification and
certifying that this Lease, as so modified, is in full force and effect) and the
date to which the Rent and other charges are paid in advance, if any, and"

              Section 22.1(a)(ii) shall read as follows:

                   "(ii)  acknowledging   that   there  are  not,  to   Tenant's
knowledge,  after diligent inquiry, any uncured defaults on the part of Landlord
hereunder,  or specifying  such defaults if any are claimed.  Any such statement
may be conclusively relied upon by any prospective  purchaser or encumbrancer of
the Premises."

              22.7 Incorporation of Prior Agreements; Amendments

              The first sentence of Section 22.7 shall read as follows:

                                                                     Page 5 of 8
<PAGE>


              "This  Lease  and the  exhibits  contains  all  agreements  of the
parties  with  respect to any matter  mentioned  herein.  No prior  agreement or
understanding pertaining to any such matter shall be effective."

EXHIBIT "C" WORK LETTER AGREEMENT

3.  Tenant Improvement Work

    Section 3.4 Tenant Improvement Work-Procedures

    Section 3.4(b) shall read as follows:

    (b) TI Contractor's  Work. The TI  Contractor shall prepare bid packages for
each  subcontractor  and/or trade to be included in the Tenant Improvement Work,
which shall, at a minimum, contain applicable portions of the final space plans,
applicable portions of the working drawings and specifications,  and the form of
proposed contract that the successful subcontractor will sign. The TI Contractor
shall  solicit  bids from not less than  three (3)  responsible  subcontractors,
unless  Landlord  and  Tenant  agree to the  contrary.  The  stipulation  in the
previous sentence does not apply to general conditions  requirements or items of
work under $5,000.  The TI Contractor shall review all subcontractor bids in its
sole  discretion.  If the sum of the  acceptable  low bids so obtained by the TI
Contractor from said  subcontractors plus the TI Contractor bid for those trades
to be handled  directly by the TI  Contractor  would  result in a TI  Contractor
having a guaranteed maximum costs (as defined therein) which is greater than the
Tenant  Improvement  Allowance,  then Tenant shall have the right to: (i) reduce
the scope of the Tenant  Improvement Work, and/or (ii) agree to pay the increase
in the cost of the  Tenant  Improvement  Work (in which  event a new  guaranteed
maximum cost shall be determined for the TI Contract).  The TI Contractor  shall
enter into the approved  form of contract for the Tenant  Improvement  Work with
the accepted  subcontractors.  Landlord  shall then cause the TI  Contractor  to
construct  and  complete  the Tenant  Improvement  Work in  accordance  with the
Approved Tenant Improvement Plans and the TI Contract.

EXHIBIT "D" GUARANTY OF LEASE

Exhibit  "D"  Guaranty  of Lease  shall be amended by  substituting  a new Lease
Guaranty attached hereto marked "Lease Guaranty."


                                                                     Page 6 of 8


<PAGE>

In all other  respects the lease and the  exhibit shall remain in full force and
effect. 


"Tenant"            GUARDIAN PRODUCTS, INC., a California
                    corporation 

                    By: /s/ Robert B. Senn
                       ------------------------
                         Its: President 


                    By: /s/ Jack D. Stewart
                       -------------------------
                         Its: Vice President 

"Landlord"          PS GUARDIAN, a California Limited Partnership,


                    PEPPERTREE GENERAL, INC.
                    -----------------------------------
                    Name of Corporation 

                    By: /s/ Gilbert Dreyfuss
                       --------------------------------
                         President

                         Its: General Partner


                    SAN MARTIN INV. & DEV. CORP.
                    ------------------------------------
                    Name of Corporation 


                    By: /s/ Jerve M. Jones
                       ---------------------------------
                         President

                         Its: General Partner   


"Original Landlord" LA CANADA FLINTRIDGE DEVELOPMENT CORPORATION, a
                    California corporation, 

                    By: /s/ Gilbert Dreyfuss
                       -------------------------
                         Its: President

                    LCF INCOME GROUP, a California general partnership

                    By: /s/ Gilbert Dreyfuss
                       ---------------------------
                         Its: General Partner 

                                                                     Page 7 of 8
<PAGE>

"Original Landlord" PEPPERTREE CORPORATE BUSINESS PARK, LTD., a California 
(continued)         limited partnership


                    By:  San Martin Investment Development Corporation, 
                         a California corporation

                         Its: General Partner 


                    By: Its: President /s/ Jerve M. Jones
                                       ----------------------
                                        JERVE M. JONES 

                    JERVE M. JONES, in his individual capacity 

                    /s/ Jerve M. Jones
                    -------------------------




                                                                     Page 8 of 8