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                                                                 Exhibit 10.4


                                INDUSTRIAL LEASE


1.       BASIC PROVISIONS ("BASIC PROVISIONS")

        1.1 PARTIES: This Lease ("Lease"),  dated September 11, 1996, is made by
and between CORPORACION CALFIK S.A. DE C.V.  ("LESSOR") and CERVECERIA RIO BRAVO
S.A. DE C.V., ("LESSEE"), (collectively the "PARTIES,")

        1.2 PREMISES:  That certain real  property,  including all  improvements
therein,  and commonly  known by the street  address of  Boulevard  Morelos #750
Colonia  Industrial,  located  in the city of Tecate,  State of Baja  California
Norte,  Mexico,  zip code 21430,  as outlined  on Exhibit "A"  attached  hereto.
("Premises").  The "Building" includes the East Wing consisting of approximately
One Third of the  overall  Building  and  generally  described  in  Exhibit  "B"
attached  hereto,  containing  approximately  21,443 square feet. In addition to
Lessee's rights to use and occupy the Premises as hereinafter specified.  Lessee
shall have non-exclusive  right to the Common Areas (as defined in Paragraph 2.5
below) as  hereinafter  specified,  but  shall not have any  rights to the roof,
exterior walls or utility  raceways of the Building or to any other buildings in
the Industrial  Center.  The Premises,  the Building, the Common Areas, the land
upon which they are located,  along with all other  buildings  and  improvements
thereon are herein collectively referred to as the "Industrial Center."

        1.3 TERM: Five (5) years ("ORIGINAL TERM") commencing September 11, 1996
("COMMENCEMENT DATE") and ending September 10, 2001.

        1.4 BASE RENT:  $75,000.00  per year ("BASE RENT"),  payable  $18,750.00
quarterly  in  advance  on the  first  day of each and  every  calendar  quarter
commencing on September 11, 1996 and  continuing  each quarter  during the first
year of this Lease.

        1.5  ADJUSTMENT  OF RENT:   The Base  Rent  shall be  increased  on each
anniversary of this Lease as follows:

             Commencing September 11, 1997 the Base Rent shall be $79,500.00 per
             year payable quarterly.
             Commencing September 11, 1998 the Base Rent shall be $84,500.00 per
             year payable quarterly.
             Commencing September 11, 1999 the Base Rent shall be $89,000.00 per
             year payable quarterly.
             Commencing September 11, 2000 the Base Rent shall be $95,000.00 per
             year payable quarterly.

        1.6 LESSEE' SHARE OF COMMON AREA OPERATING EXPENSES:  ("Lessee's Share")
of the Common Area Operating  Expenses shall be determined by its prorata square
footage of the Premises as compared to the total square footage of the Building.

        1.7 PERMITTED USE:  Lessor  represents that there are no zoning or other
restrictions  which  would  prevent  Lessee from using or  occupying  the leased
premises  for the  operation  of a  Brewery.  Lessee  shall use and  occupy  the
Premises  for a Brewery,  Warehouse  or any other legal use which is  reasonably
comparable thereto.  Lessor hereby agrees to not unreasonably  withhold or delay
its  consent  to any  written  request  by  Lessee  for a  modification  of said
Permitted  Use so long as the same will not impair the  structural  integrity of
the improvements on the Premises or in the Building.  In the event there are any
zoning or other restrictions which would prevent the operation of a Brewery from
being conducted at the Premises, this Lease shall become null and void upon such
determination.  Lessor agrees not to unreasonable withhold or delay consent to a
modification of a permitted use, and that Lessor cannot financially condition or
delay such approval.

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        1.8 INSURING  PARTY:  Lessor is the "INSURING  PARTY"  unless  otherwise
stated herein.

        1.9 REAL ESTATE  BROKERS:  There are no Real Estate Brokers or brokerage
relationships which exist in this transaction and none have been consented to by
the Parties.


2.       PREMISES.

        2.1 LETTING.  Lessor hereby  leases to Lessee,  and Lessee hereby leases
from Lessor,  the  Premises,  for the term,  at the rental,  and upon all of the
terms  covenants  and  conditions  set  forth in this  Lease.  Unless  otherwise
provided  herein,  any statement of square  footage set forth in this Lease,  or
that may have been used in calculating  rental, is an approximation which Lessor
and Lessee agree is  reasonable  and the rental based  thereon is not subject to
revision whether or not the actual square footage is more or less.

        2.2.  CONDITION.  Lessor shall  deliver the Premises to Lessee clean and
free of debris on the Commencement Date and warrants to Lessee that the existing
plumbing,  fire sprinkler  system,  lighting,  air  conditioning,  heating,  and
loading doors, if any, in the Premises,  other than those constructed by Lessee,
shall be in good operating condition on the Commencement Date and throughout the
term of this Lease and any extensions  thereof.  If a  non-compliance  with said
warranty exists as of the Commencement  Date, Lessor shall,  except as otherwise
provided in this Lease,  promptly  after  receipt of written  notice from Lessee
setting  forth with  specificity  the  nature and extent of such non-compliance,
rectify same at Lessor's expense.

        2.3 COMPLIANCE WITH COVENANTS,  RESTRICTIONS  AND BUILDING CODE.  Lessor
warrants  to  Lessee  that the  improvements  on the  Premises  comply  with all
applicable  covenants or restrictions  of record and applicable  building codes,
regulations  and ordinances in effect on the  Commencement  Date.  Said warranty
does not  apply  to the use to which  Lessee  will  put the  Premises  or to any
Alterations  or  Utility  Installations  made or to be made  by  Lessee.  If the
Premises do not comply with said  warranty,  Lessor  shall,  except as otherwise
provided in this Lease,  promptly  after  receipt of written  notice from Lessee
setting  forth with  specificity  the nature and extent of such  non-compliance,
rectify the same at  Lessor's  expense.  If Lessee does not give Lessor  written
notice of a non-compliance with  this  warranty  within six (6) months following
the Commencement Date, correction of that non-compliance shall be the obligation
of Lessee at Lessee's sole cost and expense.

        2.4 ACCEPTANCE OF PREMISES. Lessee hereby acknowledges:  (a) that it has
been advised by the Lessor to satisfy  itself with  respect to the  condition of
the Premises  (including  but not limited to the  electrical  and fire sprinkler
systems,  security,  environmental  aspects,  compliance  with Applicable Law as
defined in Paragraph 4) and the present and future  suitability  of the Premises
for Lessee's  intended  use, (b) that Lessee has made such  investigation  as it
deems  necessary with  reference to such matters and assumes all  responsibility
therefor as the same relate to Lessee's  occupancy  of the  Premises  and/or the
term of this Lease, and (c) that neither Lessor, nor any of Lessor's agents, has
made any oral or written  representations or warranties with respect to the said
matters other than as set forth in this Lease.

        2.5 COMMON AREAS - DEFINITION. The term "Common Areas" is defined as all
areas and facilities  outside the Premises and within the exterior boundary line
of the Industrial  Center and interior utility raceways within the Premises that
are  provided  and  designated  by the Lessor  from time to time for the general
non-exclusive  use of Lessor,  Lessee and other lessees of the Industrial Center
and their respective employees,  suppliers,  shipper, customer,  contractors and
invitees,  including  parking areas,  loading and unloading areas,  trash areas,
roadways, sidewalks, walkways, parkways, driveways and landscaped areas.

        2.6 COMMON AREAS - LESSEE'S RIGHTS.  Lessor hereby grants to Lessee, for
the  benefit  of Lessee  and its  employees,  suppliers,  shipper,  contractors,
customers and invitees, during the time of this Lease, the non-

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exclusive  right to use, in common with other  entitled to such use,  the Common
Areas as they  exist  from time to time,  subject  to any  rights,  powers,  and
privileges reserved by Lessor under the terms thereof.


3.      RENT.

        3.1 BASE RENT. Lessee shall cause payment of Base Rent and other rent or
charges, as the same may be adjusted from time to time, to be received by Lessor
in lawful money of the United States, without offset or deduction,  on or before
the day on which it is due  under  the  terms of this  Lease.  Base Rent and all
other rent and charges for any period  during the term hereof  which is for less
than one (1) full  calendar  quarter  shall be  prorated  based  upon the actual
number of days of the calendar quarter involved.  Payment of Base Rent and other
charges  shall be made to Lessor at its address  stated  herein or to such other
persons or at such other  addresses as Lessor may from time to time designate in
writing to Lessee.

        3.2 COMMON AREA  OPERATING  EXPENSES.  Lessee shall pay to Lessor during
the term hereof,  in addition to the Base Rent,  Lessee's share (as specified in
Paragraph 1.6) of all Common Area Operating  Expenses,  as hereinafter  defined,
during each  calendar  year of the term of this Lease,  in  accordance  with the
following provisions:

        (a) "Common Area Operating  Expenses" are defined,  for purposes of this
Lease, as all cost incurred by Lessor relating to the ownership and operation of
the industrial Center, including but not limited to the following:

               (i) The operation,  repair and maintenance,  in neat, clean, good
order and condition of the parking  area,  loading and  unloading  areas,  trash
areas, roadways,  sidewalks,  walkways, parkways,  driveways,  landscaped areas,
irrigation  system,  Common Area lighting  facilities,  fences,  gates and roof.
Lessor  shall  be  responsible  for the roof, exterior walls and foundations and
that maintenance of these areas are not included in the  common  area  operating
expenses.

               (ii)  The cost of water, electricity to the Common Area.

               (iii) Trash disposal, security services.

               (iv)  Real Property  Taxes to be paid by Lessor for the  Building
                     and Common Areas.

               (v)   The  cost  of  the  premiums  for  the  insurance  policies
                     maintained by Lessor.

               (vi)  Any other services to be provided by Lessor that are stated
                     elsewhere  in  this  Lease  to  be  Common  Area  Operating
                     Expenses.

        (b) Lessee's share of the Common Area Operating Expense shall be payable
by Lessee within ten (10) days after a reasonably  detailed  statement of actual
expenses is  presented  to Lessee by Lessor.  At Lessor's  option,  however,  an
amount may be estimated by Lessor from time to time of Lessee's  Share of annual
Common Area Operating Expenses and the same shall be payable quarterly as Lessor
shall designate.

4.      HAZARDOUS SUBSTANCES:

        All  references  to  Hazardous  Substances  which  are  referred  to  or
described  below shall apply only in connection with the  ("Applicable  Law") of
Mexico,  the State of Baja California Norte and the City of Tecate, if any. They
are not intended to include any reference to any Laws or Regulations  enacted by
the United States or any of its States.

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        (a) Lessee  shall not use or permit the use of the  Premises  which will
create any  Hazardous  Substance  to be on the Premises  which will either:  (i)
potentially  injurious to the public health,  safety or welfare, the environment
or the Premises,  (ii) regulated or monitored by any governmental  authority, or
(iii) a basis for liability of Lessor to any governmental  agency or third party
under any applicable statute or law theory.  Hazardous  Substance shall include,
but not be  limited  to,  hydrocarbons,  petroleum,  gasoline,  crude oil or any
products, by-products or fractions thereof.

        (b) DUTY TO INFORM LESSOR. If Lessee knows, that a Hazardous  Substance,
or a condition  involving or resulting from same, has come to be located in, on,
under or about the Premises,  other than as  previously  consented to by Lessor,
Lessee  shall  immediately  give written  notice of such fact to Lessor.  Lessee
shall also  immediately  give Lessor a copy of any  statement,  report,  notice,
registration,  application,  permit,  business plan,  license,  claim, action or
proceeding  given to, or received  from, any  governmental  authority or private
party, or persons  entering or occupying the Premises,  concerning the presence,
spill,  release,  discharge  of, or  exposure  to, any  Hazardous  Substance  or
contamination  in, on, or about the  Premises,  including but not limited to all
such documents as may be involved in any Reportable Uses involving the Premises.

        (c) INDEMNIFICATION.  Lessee shall indemnify,  protect,  defend and hold
Lessor,  its agents,  employees,  lenders  and ground  lessor,  if any,  and the
Premises,  harmless  from and against any and all loss of rents and/or  damages,
liabilities,  judgments, costs, claims, liens, expenses,  penalties, permits and
attorney's  and  consultant's  fees  arising out of or involving  any  Hazardous
Substance  or storage  tank  brought onto the Premises by or for Lessee or under
Lessee's control. Lessee's obligations under this Paragraph 4 shall include, but
not be  Limited  to,  the  effects  of any  contamination  or injury to  person,
property  or the  environment  created or  suffered  by Lessee,  and the cost of
investigation (including consultant's and attorney's fees and testing),  removal
remediation,  restoration  and/or  abatement  thereof,  or of any  contamination
therein  involved,  and shall survive the  expiration or earlier  termination of
this Lease. No termination,  cancellation or release  agreement  entered into by
Lessor and Lessee shall  release  Lessee from its  obligations  under this Lease
with respect to Hazardous  Substances or storage tanks,  unless  specifically so
agreed by Lessor in writing at the time of such agreement. Lessor is responsible
and holds the Lessee harmless if the Lessor has allowed hazardous  substances to
be placed on the Premises and the Lessee is damaged by the Lessor's actions.

        (d) Except as  otherwise  provided  in this  Lease,  Lessee,  shall,  at
Lessee's sole cost and expense, fully, diligently and in a timely manner, comply
with all "APPLICABLE LAW," which term is used in this Lease to include all laws,
rules, regulations,  ordinances directives covenants, easements and restrictions
of  record,   permits,   the  requirements  of  any  applicable  fire  insurance
underwriter  or rating bureau,  and the  recommendations  of Lessor's  engineers
and/or  consultants,  relating in any manner to the Premises  (including but not
limited to matters  pertaining to (i)  industrial  hygiene,  (ii)  environmental
conditions on, in, under or about the Premises,  including soil and  groundwater
conditions,   and   (iii)   the  use,   generation,   manufacture,   production,
installation, maintenance, removal, transportation, storage, spill or release of
any Hazardous  Substance or storage tank),  now in effect or which may hereafter
come into  effect,  and  whether or not  reflecting  a change in policy from any
previously existing policy.  Lessor is responsible and holds the Lessee harmless
if the Lessor has allowed hazardous  substances to be placed on the Premises and
the Lessee is damaged by the Lessor's actions.

        (e) Lessor  shall have the right to enter the  Premises at any time,  in
the case of an emergency,  and otherwise at reasonable times, for the purpose of
inspecting the condition of the Premises and for verifying  compliance by Lessee
with  this  Lease  and  all  Applicable  Laws,  and  to  employ  experts  and/or
consultants  in  connection  therewith  and/or to advise  Lessor with respect to
Lessee's activities,  including but not limited to the installation,  operation,
use, monitoring,  maintenance,  or removal of any Hazardous Substance or storage
tank on or from the  Premises.  The costs and  expenses of any such  inspections
shall be paid by the party requesting  same,  unless a Default or Breach of this
Lease,  violation of Applicable  Law, or a  contamination,  caused or materially
contributed  to by  Lessee  is  found to exist or be  imminent,  or  unless  the
inspection is requested or

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ordered  by a  governmental  authority  as the  result of any such  existing  or
imminent violation or contamination. In any such case, Lessee shall upon request
reimburse  Lessor  for the  costs and  expenses  of such  inspections.  Lessee's
responsibility   under  this   paragraph   shall  be    limited  to  a  judicial
determination that the Lessee is at fault and in no case shall there be a breach
of this Lease by Lessee under this paragraph until such determination is made.

5.      MAINTENANCE; REPAIRS; UTILITY INSTALLATIONS; TRADE FIXTURES AND
        ALTERATIONS.

        5.1 LESSEE'S OBLIGATIONS.

        (a) Subject to the provisions of Paragraphs 2.2 (Lessor's warranty as to
condition),  2.3 (Lessor's  warranty as to compliance with covenants,  etc), 5.2
(Lessor's  obligations to repair), 7 (damage and destruction),  Lessee shall, at
Lessee's  sole cost and expense and at all times,  keep the  Premises  and every
part thereof in good order, condition and repair. Lessee is not responsible  for
repairing  anything other than what is caused by its actions and is not required
to make  repairs to the  premises  caused by the element of age or that which is
not caused by Lessee's  neglect.  Lessee, in keeping the Premises in good order,
condition and repair,  shall  exercise and perform good  maintenance  practices.
Lessee's  obligations shall include  restoration,  replacements or renewals when
necessary to keep the Premises and all improvements thereon or a part thereof in
good order,  condition and state of repair. Lessee shall not cause or permit any
Hazardous  Substance  to be  spilled  or  released  in,  on,  under or about the
Premises  (including  through the plumbing or sanitary  sewer  system) and shall
promptly,  at Lessee's expense,  take all  investigatory  and/or remedial action
reasonably  recommended,  whether or not formally  ordered or required,  for the
cleanup  of any  contamination  of,  and for the  maintenance,  security  and/or
monitoring  of the  Premises,  the elements  surrounding  same,  or  neighboring
properties,  that  was  caused  or  materially  contributed  to  by  Lessee,  or
pertaining to  or involving any Hazardous  Substance and/or storage tank brought
onto the Premises by or for Lessee or under its control.

        5.2 LESSOR'S OBLIGATIONS. Lessor shall keep in good order, condition and
repair the foundations, exterior walls, structural condition of interior bearing
walls, exterior roof, parking lots, walkways, parkways, driveways,  landscaping,
fences and utility  systems  serving the Common Areas and all parts thereof,  as
well as  providing  the  services  for which  there is a Common  Area  Operating
Expense  pursuant to Paragraph  3.2.  Lessor shall not be obligated to paint the
exterior or interior surfaces of exterior walls nor shall Lessor be obligated to
maintain, repair or replace windows, doors or plate glass of the Premises.

        5.3 UTILITY INSTALLATIONS; TRADE FIXTURES; ALTERATIONS.

        (a) DEFINITIONS;  CONSENT REQUIRED. The term "Utility  Installations" is
used in this Lease to refer to all carpeting, window coverings, air lines, power
panels,   electrical   distribution,    security,   fire   protection   systems,
communication  systems,  lighting  fixtures,  heating,   ventilating,   and  air
conditioning equipment,  plumbing, and fencing in, on or about the Premises. The
term "Trade  Fixtures"  shall mean Lessee's  machinery and equipment that can be
removed  without doing material damage to the Premises.  The term  "Alterations"
shall mean any  modification of the improvements on the Premises from that which
are  provided  by Lessor  under  the terms of this  Lease,  other  than  Utility
Installations or Trade Fixtures,  whether by addition or deletion. "Lessee Owned
Alterations  and/or Utility  Installations"  are defined as  Alterations  and/or
Utility Installations made by lessee that are not yet owned by Lessor as defined
in  Paragraph  5.4(a).   Lessee  shall  not  make  any  Alterations  or  Utility
Installations in, on, under or about the Premises without Lessor's prior written
consent.  Lessee may, however, make non-structural  Utility Installations to the
interior of the Premises  (excluding the roof),  as long as they are not visible
from the outside, do not involve puncturing,  relocating or removing the roof or
any existing  walls,  and the  cumulative  cost thereof  during the term of this
Lease as extended does not exceed $25,000.  Lessor herein agrees that such prior
written  consent shall not be  unreasonable  withheld or delayed or  financially
conditioned.


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        (b) CONSENT. Any Alterations or Utility  Installations that Lessee shall
desire to make and which require the consent of the Lessor shall be presented to
Lessor in written form with  proposed  detailed  plans.  All  consents  given by
Lessor shall be deemed  conditioned upon: (i) Lessee's  acquiring all applicable
permits  required by governmental  authorities, (ii) the furnishing of copies of
such  permits  together  with a copy of the  plans  and  specifications  for the
Alteration or Utility  Installation  to Lessor prior to commencement of the work
thereon,  and (iii) the compliance by Lessee with all conditions of said permits
in a prompt and expeditious manner.  Any Alterations or Utility Installations by
Lessee  during  the term of this Lease  shall be done in a good and  workmanlike
manner,  with  good  and  sufficient  materials,  and  in  compliance  with  all
Applicable Law.

        (c) INDEMNIFICATION. Lessee shall pay, when due, all claims for labor or
materials furnished or alleged to have been furnished to or for Lessee at or for
use on the  Premises,  which  claims are or may be secured by any mechanics'  or
materialmen's  lien against the Premises or any interest  therein.  Lessee shall
give Lessor not less than ten (10) days' notice prior to the commencement of any
work in, on or about  the  Premises,  and  Lessor  shall  have the right to post
notices of  non-responsibility  in or on the  Premises  as  provided  by law. If
Lessee  shall,  in good faith,  contest the validity of any such lien,  claim or
demand, then Lessee shall, at its sole expense defend and protect itself, Lessor
and the  Premises  against the same and shall pay and satisfy any such   adverse
judgment that may be rendered thereon before the enforcement thereof against the
Lessor or the Premises.

        5.4 OWNERSHIP; REMOVAL; SURRENDER; AND RESTORATION.

        (a)  OWNERSHIP.  Subject to Lessor's  right to require  their removal or
become the owner  thereof as  hereinafter  provided in this  Paragraph  5.4, all
Alterations  and Utility  Additions  made to the Premises by Lessee shall be the
property of and owned by Lessee,  but considered a part of the Premises.  Lessor
may, at any time and at its  option,  elect in writing to Lessee to be the owner
of all or any  specified  part  of the  Lessee  Owned  Alterations  and  Utility
Installations.  Unless otherwise  instructed per subparagraph 5.4(b) hereof, all
Lessee Owned Alterations and Utility  Installations  shall, at the expiration or
earlier termination of this Lease, become the property of Lessor and remain upon
and be surrendered by Lessee with the Premises.

        (b) REMOVAL. Unless otherwise agreed in writing, Lessor may require that
any or all Lessee Owned  Alterations or Utility  Installations be removed by the
expiration  or  earlier  termination  of  this  Lease,   notwithstanding   their
installation  may have been  consented  to by  Lessor.  Lessor may  require  the
removal  at any  time of all or any  part of any  Lessee  Owned  Alterations  or
Utility Installations made without the required consent of Lessor.

        (c)  SURRENDER/RESTORATION.  Lessee shall  Surrender the Premises by the
end of the last day of the Lease term or any earlier  termination  date with all
of the improvements,  parts and surfaces thereof clean and free of debris and in
good operating  order,  condition and state  of repair,  ordinary wear; and tear
excepted. "Ordinary wear and tear" shall not include any damage or deterioration
that  would  have  been  prevented  by good  maintenance  practice  or by Lessee
performing all of its obligations under this Lease. Except as otherwise   agreed
or specified in writing by Lessor, the Premises,  as surrendered,  shall include
the Utility Installations.  The obligation of Lessee shall include the repair of
any damage  occasioned by the  installation,  maintenance or removal of Lessee's
Trade  Fixtures,   furnishings,   equipment,   and  Alterations  and/or  Utility
Installations,  as well as the removal of any storage  tank  installed by or for
Lessee, and the removal,  replacement,  or remediation of any soil,  material or
ground water  contaminated by Lessee,  all as may then be required by Applicable
Law and/or good  service  practice.  Lessee's  Trade  Fixtures  shall remain the
property of Lessee and shall be removed by Lessee  subject to its  obligation to
repair and restore the Premises per this Lease.

        6. INSURANCE; INDEMNITY.

        6.1 PAYMENT OR  PREMIUMS.  The cost of the  premiums  for the  insurance
policies maintained by

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lessor under this Paragraph 6 shall be a Common Area Operating  Expense pursuant
to Paragraph 3.2 hereof.  Premiums for Policy  periods  commencing  prior to, or
extending beyond,  the term of this Lease shall be prorated to coincide with the
corresponding Commencement Date or Expiration Date. Lessor herein agrees that it
shall  obtain   insurance  at  reasonable  rates  and  consistent  with  similar
properties in the area. Lessor shall name Lessee as an additional insured.

        6.2 LIABILITY INSURANCE.

        (a) CARRIED BY LESSEE.  Lessee shall obtain and keep in force during the
term of this Lease a Commercial General Liability policy of insurance protecting
Lessee and Lessor (as an additional  insured)  against claims for bodily injury,
personal injury and property damage based upon,  involving or arising out of the
ownership,  use,  occupancy  or  maintenance  of  the  Premises  and  all  areas
appurtenant  thereto.  Such insurance shall be on an occurrence  basis providing
single limit coverage in an amount not less than  $1,000,000 per occurrence with
an "Additional  Insured-Managers or Lessors of Premises" Endorsement and contain
the "Amendment of the Pollution  Exclusion" for damage caused by heat,  smoke or
fumes  from a hostile  fire.  The policy  shall not  contain  any  intra-insured
exclusions  as between  insured  persons  or  organizations,  but shall  include
coverage for liability assumed under this Lease as an "insured contract" for the
performance of Lessee's  indemnity  obligations  under this Lease. The limits of
said  insurance  required  by this  Lease or as  carried  by Lessee  shall  not,
however,  limit the  liability  of Lessee nor relieve  Lessee of any  obligation
hereunder.  All  insurance  to be carried by Lessee shall be primary to and  not
contributory with any similar insurance carried by Lessor, whose insurance shall
be considered excess insurance only.

        (b) CARRIED BY LESSOR. In the event Lessor is the Insuring Party, Lessor
may also maintain liability  insurance  described above, in addition to, and not
in lieu of, the insurance required to be maintained by Lessee.  Lessee shall not
be named as an additional insured therein.

        6.3 PROPERTY INSURANCE--BUILDING, IMPROVEMENTS.

        (a)  BUILDING  AND  IMPROVEMENTS.  Lessor shall obtain and keep in force
during the term of this Lease a policy or  policies  in the name of the  Lessor,
with loss payable to Lessor and to any Lender(s) insuring against loss or damage
to the  Premises.  The  amount  of such  insurance  shall  be equal  to the full
replacement cost of the Premises,  as the same shall exist from time to time, or
the amount  required  by  Lenders,  but in no event  more than the  commercially
reasonable  and  available  insurable  value thereof if, by reason of the unique
nature or age of the improvements involved, such latter amount is less than full
replacement  cost.  If  Lessor  is the  Insuring  Party,  however  Lessee  Owned
Alterations and Utility Installations shall be insured by Lessee under Paragraph
6.4  rather  than by Lessor.  If the  coverage  is  available  and  commercially
appropriate,  such policy or policies  shall insure  against all risks of direct
physical  loss or damage  (except the perils of flood and/or  earthquake  unless
required by a Lender),  including  coverage for any additional  costs  resulting
from debris  removal and reasonable  amounts of coverage for the  enforcement of
any  ordinance  or law  regulating  the  reconstruction  or  replacement  of any
undamaged  sections  of the  Premises  required to be  demolished  or removed by
reason of the  enforcement of any building,  zoning,  safety or land use laws as
the result of a covered cause of loss.

        (b) ADJACENT PREMISES. If the Premises are part of a larger building, or
if the  Premises  are part of a group of  buildings  owned by  Lessor  which are
adjacent to the Premises,  the Lessee shall pay for any increase in the premiums
for the  property  insurance of such  building or buildings if said  increase is
caused by Lessee's acts, omissions, use or occupancy of the Premises.

        (c)  TENANT'S  IMPROVEMENTS.  If the Lessor is the Insuring  Party,  the
Lessor  shall not be required to insure  Lessee  Owned  Alterations  and Utility
Installations  unless the item in  question  has become the  property  of Lessor
under the terms of this Lease.

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        6.4  LESSEE'S  PROPERTY  INSURANCE.  Lessee at its cost shall  either by
separate  policy  or, at  Lessor's  option by  endorsement  to a policy  already
carried,  maintain  insurance  coverage  on all of Lessee's  personal  property,
Lessee Owned Alterations and Utility Installations in, on, or about the Premises
similar in coverage to that  carried by the Lessor  under  Paragraph  6.3.  Such
insurance  shall be full  replacement  cost coverage with a deductible of not to
exceed $1,000 per occurrence. The proceeds from any such insurance shall be used
by Lessee for the replacement of personal  property or the restoration of Lessee
Owned Alterations and Utility Installations.  Lessee shall be the Insuring Party
with respect to the insurance  required by this  Paragraph 6.4 and shall provide
Lessor with written evidence that such insurance is in force.

        6.5  WAIVER  OF  SUBROGATION.  Without  affecting  any  other  rights or
remedies,  Lessee  and  Lessor ("WAIVING PARTY") each hereby release and relieve
the  other, and waive their entire right to recover damages (whether in contract
or in tort) against the  other,  for loss of or  damage  to the  Waiving Party's
property arising out of or incident to the perils required to be insured against
under  Paragraph  6. The  effect of such  releases  and  waivers of the right to
recover  damages  shall not be  limited by the  amount of  insurance  carried or
required, or by any deductibles applicable thereto.

        6.6 INDEMNITY.  Except for Lessor's and Lessor's employees,  agents, and
invitees negligence and/or breach of express warranties, Lessee shall indemnify,
protect, defend and hold harmless the Premises,  Lessor and its agents, Lessor's
master or ground  lessor,  partners  and  Lenders,  from and against any and all
claims,  loss of rents  and/or  damages,  costs,  liens,  judgments,  penalties,
permits,  attorney's and consultant's fees,  expenses and/or Liabilities arising
out of, involving,  or in dealing with, the occupancy of the Premises by Lessee,
the conduct of Lessee's  business,  any act, omission or neglect of Lessee,  its
agents,  contractors,  employees or invitee, and out of any Default or Breach by
Lessee in the  performance in a timely manner of any obligation on Lessee's part
to be  performed  under this Lease.  The  foregoing  shall  include,  but not be
limited  to, the  defense  or  pursuit of any claim or any action or  proceeding
involved therein, and whether or not (in the case of claims made against Lessor)
litigated and/or reduced to judgement,  and whether well founded or not. In case
any  action or  proceeding  be  brought  against  Lessor by reason of any of the
foregoing  matters,  Lessee upon notice  from  Lessor  shall  defend the same at
Lessee's expense by counsel  reasonably  satisfactory to Lessor and Lessor shall
cooperate with Lessee in such defense.  Lessor need not have first paid any such
claim  in order to be so  indemnified.  All  expenses  listed  in the  indemnity
provision in which the Lessee may be  responsible  shall be basis on  reasonable
expenses.

        6.7  EXEMPTION  OF LESSOR  FROM  LIABILITY.  Lessor  shall not be liable
except  for its own  intentional  or  negligent  acts or those of its  agents or
employees,  for injury or  damage to the person or goods, wares,  merchandise or
other property of Lessee, Lessee's employees,  contractors,  invitee, customers,
or any other person in or about the  Premises,  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, fire sprinklers,
wires, appliances,  plumbing, air conditioning or lighting fixtures, or from any
other cause,  whether the said injury or damage results from conditions  arising
upon the  Premises or upon other  portions of the building of which the Premises
are a part, or from other sources or places, and regardless of whether the cause
of such damage or injury or the mean of repairing the same is accessible or not.
Lessor  shall not be Liable for any damages  arising  from any act or neglect of
any other tenant of Lessor.  Notwithstanding  Lessor's negligence,  Lessor shall
under no circumstances be liable for injury to Lessee's business or for any loss
of income or profit therefrom.

7.      DAMAGE OR DESTRUCTION.

        7.1 DEFINITIONS.

        (a) "PREMISES  PARTIAL  DAMAGE" shall mean damage or  destruction to the
improvements  on the Premises,  other than Lessee Owned  Alterations and Utility
Installations, the repair cost of which damage or destruction

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is less than 50% of the then Replacement Cost of the Premises  immediately prior
to such damage or destruction,  excluding from such calculation the value of the
land  and  Lessee Owned Alterations and Utility Installations. If any other part
of  the building on the Premises is partially damaged, it should be repaired and
if not repaired, Lessee  has the  right to  terminate  this Lease if in fact the
failure to repair the  remaining  portions of the  building  affect the Lessee's
operation of his business at the Premises.

        (b) "PREMISES TOTAL DESTRUCTION" shall mean damage or destruction to the
Premises,  other than Lessee Owned  Alterations  and Utility  Installations  the
repair  cost  of  which  damage  or  destruction  is 50%  or  more  of the  then
Replacement  Cost  of  the  Premises   immediately   prior  to  such  damage  or
destruction,  excluding from such  calculation  the value of the land and Lessee
Owned Alterations and Utility Installations,

        (c) "INSURED LOSS" shall mean damage or destruction to  improvements  on
the Premises,  other than Lessee Owned  Alterations  and Utility  Installations,
which was caused by an event  required to be covered by the insurance  described
in Paragraph 6.3(a),  irrespective of any deductible  amounts or coverage limits
involved.

        (d)  "REPLACEMENT  COST"  shall mean the cost to repair or  rebuild  the
improvements  owned by Lessor at the time of the  occurrence to their  condition
existing  immediately prior thereto,  including  demolition,  debris removal and
upgrading required by the operation of applicable building codes,  ordinances or
laws, and without deduction for depreciation.

        7.2 PARTIAL  DAMAGE--INSURED  LOSS. If a Premises Partial Damage that is
an Insured  Loss  occurs,  then Lessor  shall at Lessor's  expense,  repair such
damage (but not Lessee's Trade Fixtures or Lessee Owned  Alterations and Utility
Installations)  as soon as reasonably  possible and this Lease shall continue in
full force and  effect;  provided,  however,  that  Lessee  shall,  at  Lessor's
election,  make the repair of any damage or destruction the total cost to repair
of which is $10,000 or less, and, in such event, Lessor shall make the insurance
proceeds   available  to  Lessee  on  a  reasonable   basis  for  that  purpose.
Notwithstanding the foregoing, if the required insurance was not in force or the
insurance  proceeds are not sufficient to effect such repair, the Insuring Party
shall promptly  contribute the shortage in proceeds (except as to the deductible
which is Lessee's responsibility) as and when required to complete said repairs.
In the event,  however,  the shortage in proceeds  was due to the fact that,  by
reason of the unique nature of the improvements, full replacement cost insurance
coverage was not  commercially  reasonable and  available,  Lessor shall have no
obligation to pay for the shortage in insurance proceeds or to fully restore the
unique aspects of the Premises  unless Lessee  provides Lessor with the funds to
cover  same,  or  adequate  assurance  thereof,  within ten (10) days  following
receipt of written  notice of such  shortage  and  request  therefor.  If Lessor
receives  said funds or  adequate  assurance  thereof  within  said ten (10) day
period, the party responsible for making the repairs shall complete them as soon
as reasonably  possible and this Lease shall remain in full force and effect. If
Lessor does not receive such funds or assurance  within said period,  Lessor may
nevertheless  elect by written notice to Lessee within ten (10) days  thereafter
to make such  restoration and repair as is  commercially  reasonable with Lessor
paying any shortage in  proceeds,  in which case this Lease shall remain in full
force and  effect.  If in such case  Lessor  does not so elect,  then this Lease
shall  terminate  sixty  (60) days  following  the  occurrence  of the damage or
destruction. Unless otherwise agreed, Lessee shall in no event have any right to
reimbursement from Lessor for any funds contributed by Lessee to repair any such
damage or destruction.  Premises Partial Damage due to flood or earthquake shall
be subject to Paragraph  7.3 rather than  Paragraph  7.2,  notwithstanding  that
there may be some insurance coverage, but the net proceeds of any such insurance
shall be made  available for the repairs if made by either  Party.  If any other
part of the building on the Premises is partially damaged, it should be repaired
and if not repaired, Lessee has the right to terminate this Lease if in fact the
failure to repair the  remaining  portions of the  building  affect the Lessee's
operation of his business at the  Premises.  In the event the cost of repairs is
less than $10,000 and whether or not there is insurance  proceeds,  Lessor shall
be responsible for the cost of such repairs.

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        7.3 PARTIAL DAMAGE--UNINSURED LOSS. If a Premises Partial Damage that is
not an Insured  Loss  occurs,  unless  caused by a  negligent  or willful act of
Lessee (in which event  Lessee  shall make the  repairs at Lessee's  expense and
this Lease  shall  continue  in full force and  effect),  Lessor may at Lessor's
option,  either:  (i)  repair  such  damage as soon as  reasonably  possible  at
Lessor's  expense,  in which event this Lease,  shall continue in full force and
effect, or (ii) give  written  notice to Lessee  within  thirty  (30) days after
receipt by Lessor of  knowledge  of the  occurrence  of such  damage of Lessor's
desire to  terminate  this Lease as of the date sixty  (60) days  following  the
giving of such  notice.  In the  event  Lessor  elects  to give  such  notice of
Lessor's  intention to terminate this Lease,  Lessee shall have the right within
ten (10) days after the receipt of such notice to give written  notice to Lessor
of Lessee's  commitment to pay for the repair of such damage totally at Lessee's
expense and without  reimbursement from Lessor. Lessee shall provide Lessor with
the required  funds or  satisfactory  assurance  thereof within thirty (30) days
following  Lessee's said commitment.  In such event this Lease shall continue in
full force and effect,  and Lessor shall proceed to make such repairs as soon as
reasonably  possible and the required  funds are  available.  If Lessee does not
give such  notice and provide the funds or  assurance  thereof  within the times
specified above, this Lease shall terminate as of the date specified in Lessor's
notice of termination.

        7.4 TOTAL DESTRUCTION.  Notwithstanding any other provision hereof, if a
Premises Total  Destruction  occurs  (including any destruction  required by any
authorized  public  authority),  this  Lease  shall terminate  sixty  (60)  days
following the date of such Premises Total Destruction, whether or not the damage
or destruction is an Insured Loss or was caused by a negligent or willful act of
Lessee.  in the event,  however,  that the damage or  destruction  was caused by
Lessee,  Lessor  shall have the right to recover  Lessor's  damages  from Lessee
except as released and waived in Paragraph 6.5.

        7.5  DAMAGE  NEAR END OF TERM.  If at any time  during  the last six (6)
months of the term of this  Lease  there is damage  for which the cost to repair
exceeds one (1 ) month's Base Rent, whether or not an Insured  Loss, Lessor may,
at Lessor's  option,  terminate  this Lease  effective sixty (60) days following
the date of  occurrence  of such  damage by giving  written  notice to Lessee of
Lessor's  election to do so within the (30) days after the date of occurrence of
such damage. Provided, however, if Lessee at that time has an exercisable option
to extend this Lease, then Lessee may preserve this Lease by, within twenty (20)
days  following the  occurrence of the damage,  or before the  expiration of the
time provided in such option for its exercise,  whichever is earlier  ("Exercise
Period"), (i) exercising such option and (ii) providing Lessor with any shortage
in insurance  proceeds (or adequate  assurance thereof) limited to those repairs
required to be paid by Lessee  pursuant  to the terms of this  Lease.  If Lessee
duly exercises such option during said Exercise  Period and provides Lessor with
funds  (or  adequate  assurance  thereof) to cover  any  shortage  in  insurance
proceeds,  Lessor  shall,  at  Lessor's  expense  repair  such damage as soon as
reasonably  possible and this Lease shall continue in full force and effect.  If
Lessee fails to exercise such option and provide such funds or assurance  during
said Exercise Period,  then Lessor may at Lessor's option terminate   this Lease
as of the  expiration of said sixty (60) day period  following the occurrence of
such damage by giving  written  notice to Lessee of  Lessor's  election to do so
within   ten  (10)  days  after  the   expiration   of  the   Exercise   Period,
notwithstanding any term or provision in the grant of option to the contrary.

        7.6 ABATEMENT OF RENT; LESSEE'S REMEDIES.

        (a)  In  the  event  of  damage  described  in  Paragraph  7.2  (Partial
Damage--Insured),  whether  or not  Lessor or Lessee  repairs  or  restores  the
Premises,  the Base Rent, Real Property  Taxes,  insurance  premiums,  and other
charges,  if any,  payable by Lessee  hereunder for the period during which such
damage, its repair or the restoration  continues,  shall be abated in proportion
to the degree to which  Lessee's  use of the  Premises is  impaired.  Except for
abatement  of Base Rent,  Real  Property  Taxes  insurance  premiums,  and other
charges,  if any, as aforesaid,  all other obligations of Lessee hereunder shall
be performed by Lessee,  and Lessee shall have no claim  against  Lessor for any
damage suffered by reason of any such repair or restoration.

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        (b) If Lessor shall be obligated to repair or restore the Premises under
the provisions of this Paragraph 7 and shall not commence,  in a substantial and
meaningful  way, the repair or restoration  of the Premises  within fifteen (15)
days after such  obligation  shall accrue,  Lessee may, at any time prior to the
commencement of such repair or restoration, give written notice to Lessor and to
any Lenders of which Lessee has actual notice of Lessee's  election to terminate
this Lease on a date not less than sixty (60) days following  the giving of such
notice.  If Lessee  gives such notice to Lessor and such Lenders and such repair
or  restoration  is not commenced  within thirty (30) days after receipt of such
notice,  this Lease shall terminate as of the date specified in said notice.  If
Lessor or a Lender  commences the repair or restoration  of the Premises  within
thirty (30) days after receipt of such notice, this Lease shall continue in fail
force and effect.  "Commence"  as used in this  Paragraph  shall mean either the
unconditional  authorization  of the  preparation of the required  plans, or the
beginning of the actual work on the Premises, whichever First occurs.

8.      PAYMENT OF TAXES.

        8.1 Lessor shall pay the Real  Property  Taxes,  as defined in Paragraph
8.2,  applicable to the  Industrial  Center any such amounts shall be include in
the  calculation  of Common  Area  Operating  Expenses  in  accordance  with the
provisions of Paragraph 3.2.

        8.2 REAL  PROPERTY  TAX  DEFINITION.  As used  herein,  the  term  "Real
Property Taxes" shall include any form of real estate tax or assessment, general
or special,  ordinary or extraordinary,  and any license fee,  commercial rental
tax,  improvement bond or bonds, levy or tax (other than  inheritance,  personal
income or estate  taxes)  imposed upon the  Industrial  Center by any  authority
having the direct or indirect power to tax, including any city, state or federal
government,  or any school,  agricultural, sanitary,  fire, street,  drainage or
other  improvement  district  thereof,  levied  against  any legal or  equitable
interest of Lessor in the Premises or in the real property of which the Premises
are a part,  Lessor's right to rent or other income  therefrom,  and/or Lessor's
business of leasing the  Premises.  The term "Real  Property  Taxes"  shall also
include any tax,  fee,  levy,  assessment  or charge,  or any increase  therein,
imposed  by reason of events  occurring   or changes  in  applicable  law taking
effect, during the term of this Lease,  including but not limited to a change in
the ownership of the Premises or in the improvements  thereon,  the execution of
this Lease, or any modification,  amendment or transfer thereof,  and whether or
not  contemplated  by the  Parties.  The  present  tax  and  assessment  for the
Industrial Center is in the sum of $6,000.00 per year.

        8.3 PERSONAL  PROPERTY TAXES.  Lessee shall pay prior to delinquency all
taxes  assessed  against  and levied  upon  Lessee  Owned  Alterations,  Utility
Installations Trade Fixtures,  furnishings,  equipment and all personal property
of Lessee  contained in the Premises or elsewhere.  When possible,  Lessee shall
cause its Trade Fixtures, furnishings, equipment and all other personal property
to be assessed and billed  separately from the real property of Lessor If any of
Lessee's said personal  property  shall be assessed with Lessor's real property,
Lessee shall pay Lessor the taxes  attributable  to Lessee  within ten (10) days
after  receipt of a written  statement  setting  forth the taxes  applicable  to
Lessee's property.

9.      UTILITIES.

        Lessee shall pay directly for all utilities and services supplied to the
Premises, including but not limited to electricity,  telephone, security, water,
gas,  heat,  light,  power,  trash  disposal  and other  utilities  and services
supplied to the Premises,  together with any taxes thereon. If any such services
are not separately metered to Lessee, Lessee shall pay a reasonable  proportion,
to be determined by Lessor,  of all charges  jointly metered with other premises
in the  Building,  in the  manner  and  within  the time  periods  set  forth in
Paragraph 3.2.


10.     DEFAULT; BREACH; REMEDIES.
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        10.1 DEFAULT;  BREACH. A "Default" is defined as a failure by the Lessee
to observe,  comply with or perform any of the terms,  covenants,  conditions or
rules  applicable  to Lessee  under this  Lease.  A  "Breach"  is defined as the
occurrence  of any one or more of the  following  Defaults,  and,  where a grace
period for cure after notice is specified herein,  the failure by Lessee to cure
such Default prior to the  expiration  of the  applicable  grace  period,  shall
entitle Lessor to pursue the remedies set forth in Paragraphs 10.1 and/or 10.2:

        (a) The vacating of the Premises without the intention to reoccupy same,
or the abandonment of the Premises.

        (b) Except as expressly otherwise provided in this Lease, the failure by
Lessee to make any payment of Base Rent or any other monetary  payment  required
to be made by Lessee  hereunder,  whether to Lessor or to a third party,  as and
when due, or the failure by Lessee to provide Lessor with reasonable evidence of
insurance required under this Lease.

        (c) A Default  by  Lessee  as to the  terms,  covenants,  conditions  or
provisions  of this Lease,  where such Default  continues for a period of thirty
(30) days  after  written  notice  thereof  by or on behalf of Lessor to Lessee;
provided, however, that if the nature of Lessee's Default is such that more than
thirty  (30) days are  reasonably  required  for its cure,  then it shall not be
deemed to be a Breach of this  Lease by  Lessee  if Lessee  commences  such cure
within said thirty (30) day period and  thereafter  diligently  prosecutes  such
cure to completion.

        (d) The  occurrence of any of the following  invents:  (i) The making by
lessee of any general  arrangement  or  assignment  for the benefit of creditors
(ii)  the   appointment  of  a  trustee  or  receiver  to  take   possession  of
substantially  all of  Lessee's  assets  located at the  Premises or of Lessee's
interest in this Lease, where possession is not restored to Lessee within thirty
(30) days, or (iii) the  attachment,  execution or other  judicial  seizure,  of
substantially  all of  Lessee's  assets  located at the  Premises or of Lessee's
interest in this Lease,  where such seizure is not discharged within thirty (30)
days;  provided,  however,  in the event that any provision of this subparagraph
(d) is contrary to any applicable  law, such  provision  shall be of no force or
effect, and not affect the validity of the remaining provisions.

        10.2  REMEDIES.  If Lessee  fails to  perform  any  affirmative  duty or
obligation of Lessee under this Lease, within ten (10) days after written notice
to Lessee (or in case of an emergency, without notice), Lessor may at its option
(but without  obligation to do so),  perform such duty or obligation on Lessee's
behalf including but not limited to the obtaining of reasonably  required bonds,
insurance policies, or governmental  licenses,  permits or approvals.  The costs
and  expenses  of any such  performance  by Lessor  shall be due and  payable by
Lessee to Lessor upon invoice  therefor.  If any check given to Lessor by Lessee
shall not be honored by the bank upon which it is drawn,  Lessor, at its option,
may require all future payments to be made under this Lease by Lessee to be made
only by cashier's  check.  In the event of a Breach of this Lease by Lessee,  as
defined in Paragraph 10.1, with or without further notice or demand, and without
limiting  Lessor in the exercise of any right or remedy which Lessor may have by
reason of such Breach, Lessor may:

        (a) Terminate Lessee's right to possession of the Premises by any lawful
means,  in which case this Lease and the term hereof shall  terminate and Lessee
shall immediately  surrender possession of the Premises to Lessor. In such event
Lessor shall be entitled to recover  from  Lessee:  (i) the worth at the time of
the award of the unpaid rent which had been  earned at the time of  termination;
(ii) the worth at the   time of award of the  amount by which  the  unpaid  rent
which would have been earned after  termination  until the time of award exceeds
the amount of such rental loss that the Lessee proves could have been reasonably
avoided;  (iii) the worth at the time of award of the amount by which the unpaid
rent for the  balance of the term after the time of award  exceeds the amount of
such rental loss that the Lessee  proves could be reasonably  avoided;  and (iv)
any  other  amount  necessary  to  compensate   Lessor  for  all  the  detriment
proximately caused by the Lessee's

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failure to perform  its  obligations  under this Lease or which in the  ordinary
course of things would be likely to result therefrom,  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.  If  termination  of  this  Lease  is  obtained   through  the
provisional remedy of unlawful detainer, Lessor shall  have the right to recover
in  such  proceeding the  unpaid rent and damages as are recoverable therein, or
Lessor  may  reserve  therein the right  to recover all or any part thereof in a
separate suit for such rent and/or damages.

        (b) Pursue any other remedy now or  hereafter  available to Lessor under
the laws or judicial decisions of the state wherein the Premises are located.

        (c) The expiration or  termination of this Lease and/or the  termination
of Lessee's right to possession  shall not relieve  Lessee from liability  under
any  indemnity  provisions  of this Lease as to matters  occurring  or  accruing
during the term hereof or by reason of Lessee's occupancy of the Premises.

        10.3  BREACH  BY  LESSOR.  Lessor  shall not be deemed in breach of this
Lease unless  Lessor fails within a reasonable  time   to perform an  obligation
required to be  performed  by Lessor.  For  purposes of this  Paragraph  10.3, a
reasonable time shall in no event be less than thirty (30) days after receipt by
Lessor,  and by the  holders  of any  ground  lease,  mortgage  or deed of trust
covering the Premises whose name and address shall have been furnished Lessee in
writing for such purpose,  of written notice specifying  wherein such obligation
of Lessor  has not been  performed;  provided,  however,  that if the  nature of
Lessor's  obligation  is such that more than  thirty (30) days after such notice
are reasonably required for its performance,  then Lessor shall not be in breach
of this Lease if performance is commenced within such thirty (30) day period and
thereafter diligently pursued to completion.

        10.4  BREACH  BY  LESSEE.  Lessee  shall not be deemed in breach of this
Lease (with the  exception of Lessee's  obligation  to pay "Rent" as provided in
paragraphs  1.4,  1.5, 1.6 and Section 3 entitled  "Rent")  unless  Lessee fails
within a reasonable  time to perform an  obligation  required to be performed by
Lessee. For purposes of this Paragraph 10.4, a reasonable time shall in no event
be less than  thirty  (30) days  after  receipt  by  Lessor  of  written  notice
specifying  wherein such obligation of Lessee has not been performed;  provided,
however, that if the nature of Lessee's obligation is such that more than thirty
(30) days after such notice are reasonably  required for its  performance,  then
Lessee shall not be in breach of this Lease if performance  is commenced  within
such thirty (30) day period and thereafter diligently pursued to completion.

11.  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.

12. TIME OF ESSENCE.  Time is of the essence with respect to the  performance of
all obligations to be performed or observed by the Parties under this Lease.

13. RENT  DEFINED.  All  monetary  obligations  of  Lessee  to  Lessor under the
terms of this Lease are deemed to be rent.

14. NO PRIOR OR OTHER AGREEMENTS; DISCLAIMER. This Lease contains all agreements
between the Parties with respect to any matter  mentioned  herein,  and no other
prior or contemporaneous  agreement or understanding shall be effective.  Lessor
and Lessee each  represents and warrants to the Brokers that it has made, and is
relying solely upon, its own investigation as to the nature, quality,  character
and  financial  responsibility  of the other  Party to this  Lease and as to the
nature, quality and character of the Premises.


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15.      NOTICES.

        15.1 All notices required or permitted by this Lease shall be in writing
and may be delivered  in person (by hand or by messenger or courier  service) or
may be sent by regular,  certified or  registered  mail or U.S.  Postal  Service
Express Mail, with postage prepaid, or by facsimile  transmission,  and shall be
deemed  sufficiently given if served in a manner specified in this Paragraph 16.
The addresses noted adjacent to a Party's  signature on this Lease shall be that
Party's address for delivery or mailing of notice purposes.  Either Party may by
written  notice to the other  specify a different  address for notice  purposes,
except that upon Lessee's taking possession of the Premises,  the Premises shall
constitute  Lessee's address for the purpose of mailing or delivering notices to
Lessee.  A copy of all  notices  required  or  permitted  to be given to  Lessor
hereunder  shall be  concurrently  transmitted  to such party or parties at such
addresses as Lessor may from time to time hereafter  designate by written notice
to Lessee.

        15.2 Any notice sent by registered  or certified  mail,  return  receipt
requested,  shall be deemed  given on the date of delivery  shown on the receipt
card, or if no delivery date is shown, the postmark thereon.  If sent by regular
mail the notice shall be deemed given  forty-eight  (48) hours after the same is
addressed as required herein and mailed with postage prepaid.  Notices delivered
by United  States  Express Mail or overnight  courier that  guarantees  next day
delivery shall be deemed given twenty-four (24) hours after delivery of the same
to the United States Postal Service or courier.  If any notice is transmitted by
facsimile  transmission  or  similar  means the same  shall be deemed  served or
delivered upon telephone  confirmation of receipt of the  transmission  thereof,
provided a copy is also delivered via delivery or mail. If notice is received on
a Sunday or legal holiday, it shall be deemed received on the next business day.

16. WAIVERS.  No waiver by Lessor of the Default or Breach of any term, covenant
or  condition  hereof by  Lessee,  shall be  deemed a waiver of any other  term,
covenant or condition hereof,  or of any subsequent  Default or Breach by Lessee
of the same or of any other term, covenant or condition hereof. Lessor's consent
to, or  approval  of,  any act shall  not be  deemed to render  unnecessary  the
obtaining of Lessor's  consent to, or approval of, any subsequent or similar act
by Lessee,  or be construed as the basis of an estoppel to enforce the provision
or  provisions  of this Lease  requiring  such  consent.  Regardless of Lessor's
knowledge of a Default or Breach at the time of accepting  rent,  the acceptance
of rent by Lessor  shall not be a waiver of any  preceding  Default or Breach by
Lessee of any  provision  hereof,  other  than the  failure of Lessee to pay the
particular rent so accepted. Any payment given Lessor by Lessee, may be accepted
by Lessor on  account  of moneys or  damages  due  Lessor,  notwithstanding  any
qualifying  statements  or conditions  made by Lessee in  connection  therewith,
which  such  statements  and/or  conditions  shall  be of  no  force  or  effect
whatsoever unless  specifically  agreed to in writing by Lessor at or before the
time of deposit of such payment.

17.  NO RIGHT TO  HOLDOVER.  Lessee  has no right to  retain  possession  of the
Premises or any part thereof  beyond the  expiration or earlier  termination  of
this Lease.

18.  CUMULATIVE  REMEDIES.  No  remedy  or  election  hereunder  shall be deemed
exclusive but shall, wherever possible, be cumulative with all other remedies at
law or in equity.

19.  COVENANTS AND  CONDITIONS.  All  provisions of this Lease to be observed or
performed by Lessee are both covenants and conditions.

20. BINDING EFFECT; CHOICE OF LAW. This Lease shall be binding upon the parties,
their  personal  representatives,  successors and assigns and be governed by the
laws of the State of Baja California  Norte. Any litigation  between the Parties
hereto  concerning  this  Lease  shall be  initiated  in the  state in which the
Premises are located.

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21.  ATTORNEY'S FEES. If any Party brings an action or proceeding to enforce the
terms hereof or declare rights  hereunder,  the  Prevailing  Party (as hereafter
defined) in any such proceeding, action, or appeal thereon, shall be entitled to
reasonable  attorneys  fees.  Such  fees may be   awarded  in the  same  suit or
recovered  in a separate  suit,  whether  or not such  action or  proceeding  is
pursued to decision or judgment.

22.       CONSENTS.

        (a)  Wherever  in the Lease the consent of a Party is required to an act
by or for the other Party,  such consent shall not be  unreasonably  withheld or
delayed.

        (b) All  conditions  to Lessor's  consent  authorized  by this Lease are
acknowledged  by Lessee as being  reasonable.  The failure to specify herein any
particular  condition to Lessor's  consent shall not preclude the  imposition by
Lessor at the time of consent of such  further or other  conditions  as are then
reasonable  with reference to the  particular  matter for which consent is being
given.

23.  QUIET  POSSESSION.  Upon payment by Lessee of the rent for the Premises and
the  observance  and  performance  of  all  of  the  covenants,  conditions  and
provisions  on Lessee's  part to be  observed  and  performed  under this Lease,
Lessee  shall have quiet  possession  of the Premises for the entire term hereof
subject to all of the provisions of this Lease.

24.       OPTION.

        24.1 DEFINITION.  As used in this Paragraph 24 the word "OPTION" has the
following  meaning:  (a) the right to extend  the term of this Lease or to renew
this Lease or to extend or renew any lease that Lessee has on other  property of
Lessor;  (b) the right of first  refusal to lease the  Premises  or the right of
first offer to lease the  Premises or the right of first  refusal to lease other
property  of Lessor  or the  right of first  offer to lease  other  property  of
Lessor.

        24.2 OPTION.

        Lessor  hereby  grants to Lessee  the  option to extend the term of this
Lease for five (5) additional  years commencing when the prior term expires upon
each of the following terms and conditions:

        (a) Lessee gives to Lessor, and Lessor actually receives on a date which
is prior to the date that the option would commence by at least ninety (90) days
a written notice of the exercise of the  option  to  extend  this Lease for said
additional term, time being of the essence. If said notification of the exercise
of said  option is not so given and  received,  the option  shall  automatically
expire;

        (b) The provisions of paragraph 24,  including the provisions  relating
to default of Lease set forth in  paragraph 10 of this Lease are  conditions  of
this Option;

        (c) All of the terms and  conditions  of this Lease  shall apply to this
Option.

        (d) The First Years Rent of the option  period  shall be  calculated  as
follows:

                (i) On September  11, 2001  ("First  Year of Option"),  the rent
payable  under  paragraph  1.5 ("Base  Rent") of this Lease shall be adjusted to
increase the Base Rent six (6%) percent of the previous Base Rent year.



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        24.3  ADJUSTMENT  OF OPTION  RENT:  The annual Base Rent  payable  under
paragraph 1.5 ("Base Rent") as  established  for the First Year of Option as set
forth in Paragraph  24.2 shall be increased on each   anniversary  of the option
period of this Lease by six (6%) percent thereafter.

        24.4 OPTIONS PERSONAL TO ORIGINAL LESSEE.  Each Option granted to Lessee
in this Lease is personal to the original  Lessee named in Paragraph 1.1 hereof,
and cannot be voluntarily or involuntarily  assigned or exercised by any person
or entity other than said original  Lessee while the original  Lessee is in full
and actual  possession  of the Premises and without the  intention of thereafter
assigning or subletting.  The Options,  if any, herein granted to Lessee are not
assignable,  either as a part of an  assignment  of this Lease or  separately or
apart  therefrom,  and no Option may be separated from this Lease in any manner,
by reservation or otherwise.

        24.5 MULTIPLE OPTIONS. In the event that Lessee has any Multiple Options
to extend or renew this Lease,  a later Option  cannot be  exercised  unless the
prior Options to extend or renew this Lease have been validly exercised.

        24.6 EFFECT OF DEFAULT ON OPTIONS.

        (a) Lessee  shall have no right to exercise  an Option,  notwithstanding
any  provision  in the grant of Option to the  contrary:  (i)  during the period
commencing  with the giving of any notice of Default  under  Paragraph  10.1 and
continuing until the noticed Default is cured, or (ii) during the period of time
any  monetary  obligation  due Lessor from Lessee is unpaid  (without  regard to
whether notice  thereof is given Lessee),  or (iii) during the time Lessee is in
Breach of this Lease, or (iv) in the event that Lessor has given to Lessee three
(3) or more notices of Default under Paragraph 10.1, whether or not the Defaults
are cured,  during  the  twelve  (12) month  period  immediately  preceding  the
exercise of the Option.

        (b) All  rights  of  Lessee  under the  provisions  of an  Option  shall
terminate and be of no further force or effect, notwithstanding Lessee's due and
timely  exercise of the Option,  if, after such  exercise and during the term of
this Lease,  (i) Lessee fails to pay to Lessor a monetary  obligation  of Lessee
for a period of thirty (30) days after such obligation  becomes due (without any
necessity  of  Lessor to give notice thereof to Lessee), or (ii) Lessor gives to
Lessee three (3) or more notices of Default under Paragraph 10 during any twelve
(12)  month  period,  whether  or not the Defaults are cured, or (iii) if Lessee
commits a Breach of this Lease.

25.  PERFORMANCE  UNDER PROTEST.  If at any time a dispute shall arise as to any
amount or sum of money to be paid by one Party to the other under the provisions
hereof, the Party against whom the obligation to pay the money is asserted shall
have the right to make payment  "under  protest"  and such payment  shall not be
regarded as a voluntary payment and there shall survive the right on the part of
said Party to  institute  suit for recovery of such sum. If it shall be adjudged
that there was no legal  obligation on the part of said Party to pay such sum or
any part  thereof,  said Party shall be entitled to recover  such sum or so much
thereof  as it was not  legally  required  to pay under the  provisions  of this
Lease.

26.  AUTHORITY.  If either Party hereto is a corporation,  trust,  or general or
limited  partnership,  each  individual  executing  this Lease on behalf of such
entity  represents and warrants that he or she is duly authorized to execute and
deliver  this  Lease  on its  behalf.  If  Lessee  is a  corporation,  trust  or
partnership,  Lessee  shall,  within  thirty (30) days after  request by Lessor,
deliver to Lessor evidence satisfactory to Lessor of such authority.

27.  AMENDMENTS.  This  Lease may be  modified  only in  writing,  signed by the
Parties in interest  at the time of the  modification.  The parties  shall amend
this  Lease from time to time to reflect  any  adjustments  that are made to the
Base  Rent or  other  rent  payable  under  this  Lease.  As long as they do not
materially change Lessee's obligations  hereunder,  Lessee   agrees to make such
reasonable  non-monetary  modifications  to  this  Lease  as may  be  reasonably
required  by an  institutional,  insurance  company,  or pension  plan Lender in
connection with the

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obtaining  of normal  financing  or  refinancing  of the  property  of which the
Premises are a part.

28. COUNTERPARTS. This Lease may be executed simultaneously in two counterparts,
each one of which shall be deemed an original but all of which shall  constitute
one and the same Lease.

        The Parties have executed this Lease on the dates  specified above their
respective signatures as set forth in the Signature Page of this Lease.

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                                SIGNATURE PAGE



By LESSOR: CORPORACION CALFIK S.A. de C.V.


By: /s/ Luz Maria C. Bandala    Executed at: Guadalajara, Jalisco,
    ________________________    on September 11, 1996
    Luz Maria C. Bandala
    President

Address:
Dolonia Providencia                    Telephone: 011-523-641-5940
Suite 912                              Fax: 011-523-641-3241
Guadalajara, Jalisco
Mexico 44630

By LESSEE: CERVECERIA RIO BRAVO S.A, de C.V.

By: /s/ James L. Ake
    __________________   Executed at: Metairie, Louisiana, on January 6, 1997
    James L. Ake
    Executive Vice President

Address:
One Galleria Boulevard                  Telephone: (504) 849 2739
Suite 1714                              Fax: (504) 849 2740
Metairie, LA 70001



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                                   EXHIBIT "A"

                                  [FLOOR PLAN]


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                                   EXHIBIT "B"

                              BUILDING DESCRIPTION

SECTION                                          SOUARE FOOTAGE
-------                                          --------------
WAREHOUSE                                        13,433
FRONT OFFICE                                      1,335
FRONT MEZZANINE                                   1,335
REAR MEZZANINE                                    2,239
REFRIGERATION ROOM                                  560
REAR WAREHOUSE                                    1,120
LOADING DOCK                                        861

                           TOTAL                 21,443

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