EXHIBIT 10.58

             STANDARD INDUSTRIAL/COMMERCIAL SINGLE-TENANT LEASE-NET

                    Between Santa Teresa Limited Partnership
                                       and
                               Farah U.S.A., Inc.

     1.  Basic  provisions   ("Basic   Provisions")  1.1  Parties:   This  Lease
("Lease"),dated for reference purposes only, November 30th, 1996, is made by and
between Santa Teresa Limited  Partnership,  or its Nominee or Trustee ("Lessor")
and Farah U.S.A., Inc.("Lessee"), (collectively the "Parties," or individually a
"Party").
     1.2  Premises:  That  certain real  property,  including  all  improvements
therein or to be provided by Lessor under the terms of this Lease,  and commonly
known by the street  address of Runway  Road,  Santa  Teresa,  New Mexico  88008
located in the County of Dona Ana, State of New Mexico, and generally  described
as (describe  briefly the nature of the property) see Exhibit A, attached hereto
("Premises"). (See Paragraph 2 for further provisions.)
     1.3 Term: 15 years and 0 months ("Original Term") commencing (See Addendum,
Paragraph 1). ("Commencement Date") and ending 15 years thereafter  ("Expiration
Date"). (See Paragraph 3 for further provisions.)
     1.4 Early Possession:  N/A ("Early Possession  Date").  (See Paragraphs 3.2
and 3.3 for further provisions.)
     1.5 Base Rent:  $59,375 per month ("Base Rent"),  payable on the 1st day of
each month commencing on the Commencement Date (See Addendum, Paragraph 2). (See
Paragraph 4 for further  provisions.) There are provisions in this Lease for the
Base Rent to be adjusted.
     1.6 Base Rent Paid Upon  Execution:  $59,375.00 as Base Rent for the period
of first full month of the Original Term following the Commencement Date.
     1.7 Security Deposit: $59,375.00 ("Security Deposit"), (See Paragraph 5 for
further provisions.)
     1.8 Permitted Use:  Warehousing  and  distribution  of garments and related
products,  together with related office and light manufacturing (See Paragraph 6
for further provisions.)
     1.9 Insuring Party:  Lessee is the "Insuring Party" unless otherwise stated
herein. (See Paragraph 8 for further provisions.)
     1.10 Real Estate Brokers: The following real estate brokers  (collectively,
the "Brokers") and brokerage  relationships  exist in this  Transaction  and are
consented  to by the  Parties:  James A. Keller  represents  Lessor  exclusively
("Lessor's Broker"); (See Paragraph 15 for further provisions.)
     1.11  Guarantor.  The  obligations of the Lessee under this Lease are to be
guaranteed by Farah  Incorporated  ("Guarantor").  (See Paragraph 37 for further
provisions.)
     1.12  Addenda.  Attached  hereto is an  Addendum or Addenda  consisting  of
Paragraphs  1 through 8 and  Exhibits A and B all of which  constitute a part of
this Lease.
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.  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.  If Lessee does not
give Lessor written notice of a non-compliance  with this warranty within thirty
(30) days after the Commencement Date,  correction of that non-compliance  shall
be the obligation of Lessee at Lessee's sole cost and 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 (as defined in Paragraph 7.3(a)) 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 Brokers 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 6.3) and the present and future suitability of the Premises
for Lessee's  intended use, (b) that Lessee will make 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 Lessee  Prior  Owner/Occupant.  The  warranties  made by Lessor in this
Paragraph 2 shall be of no force or effect if immediately  prior to the date set
forth in Paragraph 1.1 Lessee was the owner or occupant of the Premises. In such
event,   Lessee  shall,   at  Lessee's  sole  cost  and  expense,   correct  any
non-compliance of the Premises with said warranties.
3.       Term.
     3.1 Term. The Commencement Date.  Expiration Date and Original Term of this
Lease are as specified in Paragraph 1.3.
     3.2 Early Possession.  If Lessee totally or partially occupies the Premises
prior to the Commencement  Date, the obligation to pay Base Rent shall be abated
for the period of such early possession. All other terms of this Lease, however,
(including  but not limited to the  obligations  to pay Real Property  Taxes and
Insurance  premiums and to maintain the Premises) shall be in effect during such
period.  Any such early  possession  shall not affect nor advance the Expiration
Date of the Original Term.
     3.3 Delay in Possession. If for any reason Lessor cannot deliver possession
of the Premises to Lessee as agreed herein by the Early  Possession Date, if one
is specified in Paragraph 1.4, or, if no Early  Possession  Date is specified by
the Commencement Date, Lessor shall not be subject to any liability therefor nor
shall such failure  affect the  validity of this Lease,  or the  obligations  of
Lessee hereunder or extend the term hereof,  but in such case, Lessee shall not,
except as  otherwise  provided  herein,  be obligated to pay rent or perform any
other  obligation of Lessee under the terms of this Lease until Lessor  delivers
possession  of the  Premises to Lessee.  If  possession  of the  Premises is not
delivered to Lessee within sixty (60) days after the Commencement  Date,  Lessee
may,  at its  option,  by notice in  writing  to  Lessor  within  then (10) days
thereafter,  cancel this Lease,  in which event the Parties  shall be discharged
from all obligations hereunder;  provided,  however, that if such written notice
by Lessee is not  received by Lessor  within  said ten (10) day period,  Lessees
right to cancel this Lease shall terminate and be of no further force or effect,
except as may be otherwise  provided,  and  regardless of when the term actually
commences,  if  possession is not tendered to Lessee when required by this Lease
and Lessee does not terminate  this Lease as  aforesaid,  the period free of the
obligation to pay Base Rent, if any,  that Lessee would  otherwise  have enjoyed
shall run from the date of  delivery of  possession  and  continue  for a period
equal to what Lessee would  otherwise  have enjoyed under the terms hereof,  but
minus any days of delay caused by the acts, changes or omissions of Lessee.
4        Rent.
     4.1 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  month shall be prorated base upon the actual number
of days of the calendar month  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.
     5. Security Deposit. Lessee shall deposit with Lessor upon execution hereof
the  Security  Deposit  set forth in  Paragraph  1.7 as  security  for  Lessee's
faithful  performance of Lessee's  obligations under this Lease. If Lessee fails
to pay Base Rent or other rent or charges due hereunder,  or otherwise  Defaults
under this Lease (as defined in Paragraph 13.1), Lessor may use, apply or retain
all or any  portion of said  Security  Deposit for the payment of any amount due
Lessor or to reimburse or  compensate  Lessor for any  liability,  cost expense,
loss or damage  (including  attorneys' fees) which Lessor may suffer or incur by
reason  thereof.  If Lessor uses or applies all or any portion of said  Security
Deposit,  Lessee  shall  within ten (10) days  after  written  request  therefor
deposit  moneys with Lessor  sufficient to restore said Security  Deposit to the
full amount required by this Lease.  Any time the Base Rent increases during the
term of this Lease,  Lessee  shall,  upon written  request from Lessor,  deposit
additional  moneys with Lessor sufficient to maintain the same ratio between the
Security  Deposit and the Base Rent as those  amounts are  specified in the Base
Provisions. Lessor shall not be required to keep all or any part of the Security
Deposit separate from its general  accounts.  Lessor shall, at the expiration or
earlier  termination  of the term  hereof  and  after  Lessee  has  vacated  the
Premises,  return to Lessee (or, at Lessor's  option,  to the last assignee,  if
any, of Lessee's interest  herein),that portion of the Security Deposit not used
or applied by Lessor. Unless otherwise expressly agreed in writing by Lessor, no
part of the Security  Deposit shall be  considered to be held in trust,  to bear
interest or other  increment for its use, or to be prepayment  for any moneys to
be paid by Lessee under this Lease.

     6. Use.  6.1 Use.  Lessee  shall use and occupy the  Premises  only for the
purposes  set forth in  Paragraph  1.8,  or any  other  use which is  comparable
thereto,  and for no other purpose Lessee shall not use or permit the use of the
Premises in a manner that creates waste or a nuisance,  or that disturbs  owners
and/or  occupants of, or causes damage to  neighboring  premises or  properties.
Lessor  hereby agrees to not  unreasonably  withhold or delay its consent to any
written request by Lessee,  Lessees assignees or subtenants,  and by prospective
assignees and  subtenants of the Lessee,  its  assignees and  subtenants,  for a
modification  of said  permitted  purpose for which the  premises may be used or
occupied  so long as the same will not impair the  structural  integrity  of the
improvements on the Premises,  the mechanical or electrical systems therein,  is
not significantly more burdensome to the Premises and the improvements  thereon,
and is otherwise  permissible  pursuant to this Paragraph 6. If Lessor elects to
withhold such consent, Lessor shall within five (5) business days give a written
notification  of same,  which notice shall  include an  explanation  of Lessor's
reasonable objections to the change in use.
 6.2      Hazardous Substances.
     (a) Reportable Uses Required  Consent.  The term  "Hazardous  Substance" as
used in this Lease shall mean any product,  substance,  chemical,  material,  or
waste whose  presence  nature,  quantity  and or intensity  of  existence,  use,
manufacture disposal, transportation, spill, release or effect, either by itself
or in combination with other materials expected to be on the Premises, is 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 common law  theory.  Hazardous
Substance  shall  include,  but  not be  limited  to,  hydrocarbons,  petroleum,
gasoline,  crude oil or any  products by products or  fractions  thereof  Lessee
shall not engage in any activity in, on or about the Premises which  constitutes
a Reportable Use (as hereinafter  defined) of Hazardous  Substances  without the
express  prior written  consent of Lessor and  compliance in a timely manner (at
Lessees sole cost and expense) with all  Applicable Law (as defined in Paragraph
6.3).  "Reportable  Use" shall mean (i) the  installation or use of any above or
below ground  storage  tank,  (ii) the  generation,  possession,  storage,  use,
transportation or disposal of a Hazardous  Substance that requires a permit from
or with  respect to which a report,  notice  registration  or  business  plan is
required to be filed with any governmental authority.  Reportable Use shall also
include Lessee's being responsible for the presence in, on or about the Premises
of a Hazardous  Substance with respect to which any Applicable Law requires that
a notice be given to persons  entering or occupying the Premises or  neighboring
properties.  Notwithstanding  the foregoing,  Lessee may, without Lessor's prior
consent,  but in  compliance  with all  Applicable  Law,  use any  ordinary  and
customary  materials  reasonably  required  to be used by Lessee  in the  normal
course of Lessee's  business  permitted on the Premises,  so long as such use is
not a Reportable Use and does not expose the Premises or neighboring  properties
to any  meaningful  risk of  contamination  or damage  or  expose  Lessor to any
liability  therefor,  in addition,  Lessor may (but without any obligation to do
so)  condition  its consent to the use or presence of any  Hazardous  Substance,
activity or storage tank by Lessee upon Lessee's  giving Lessor such  additional
assurances as Lessor, in its reasonable  discretion,  deems necessary to protect
itself,   the  public,   the  Premises  and  the  environment   against  damage,
contamination or injury and/or liability therefrom or therefor,  including,  but
not limited to, the  installation  (and removal on or before Lease expiration or
earlier  termination)  of reasonably  necessary  protective  modification to the
Premises  (such as concrete  encasements)  and/or the deposit of and  additional
Security Deposit under Paragraph 5 hereof.
     (b) Duty to inform  Lessor.  If  Lessee  knows or has  reasonable  cause to
believe, 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
attorneys  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 6 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.
     6.3 Lessee's  Compliance  with Law.  Expect 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,  manufactures,   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. Lessee shall,
within five (5) days after receipt of Lessor's written request  provide,  Lessor
with copies of all documents  and  information,  including,  but not limited to,
permits,  registrations,  manifests,  applications,  reports  and  certificates,
evidencing  Lessee's compliance with any Applicable Law specified by Lessor, and
shall  immediately  upon  receipt,  notify Lessor in writing (with copies of any
documents  involved)  of any  threatened  or  actual  claim,  notice,  citation,
warning, complaint or report pertaining to or involving failure by Lessee or the
Premises to comply with any Applicable Law.
     6.4 Inspection;  Compliance.  Lessor and Lessor's  Lender(s) (as defined in
Paragraph  8.3 (a)) shall have the right to enter the Premises 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 (as defined in Paragraph  6.3), 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  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
or  Lessor's  Lender,  as the case may be,  for the costs and  expenses  of such
inspections.
     7.  Maintenance:   Repairs;  Utility  Installations;   Trade  Fixtures  and
Alterations.
     7.1 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.).
     7.2 (Lessor's  obligations to repair),  8 (damage and destruction),  and 14
(condemnation),  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,  structural  and  non-structural  (whether  or not such  portion  of the
Premises requiring  repairs,  or the means of repairing the same, are reasonably
or readily  accessible  to Lessee,  and whether or not the need for such repairs
occurs as a result of Lessee's  use,  any prior use,  the elements or the age of
such portion of the Premises), including, without limiting the generality of the
foregoing,  all equipment or facilities serving the Premises,  such as plumbing,
heating air conditioning, ventilating, electrical, lighting facilities, boilers,
fired or unfired pressure  vessels,  fire sprinkler and/or standpipe and hose or
other  automatic fire  extinguishing  system,  including fire alarm and/or smoke
detection  systems and equipment,  fire hydrants,  fixtures,  wall (interior and
exterior),  foundations,  ceilings,  roofs, floors, windows, doors, plate glass,
skylights, landscaping, driveways, parking lots, fences, retaining walls, signs,
sidewalks  and  parkways  located in, on,  about,  or adjacent to the  Premises.
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
contribute 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.  Lessee,  in keeping the Premises in good order,  condition and repair,
shall  exercise and perform good  maintenance  practices.  Lessee's  obligations
shall include restorations,  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.  If Lessee  occupies  the  Premises  for seven (7) years or
more,  Lessor may require Lessee to repaint the exterior of the buildings on the
Premises as reasonably  required,  but not more frequently than once every seven
(7) years.
     (b) Lessee shall,  at Lessee's sole cost and expense,  procure and maintain
contracts,  with copies to Lessor, in customary form and substance for, and with
contractors  specializing  and experienced  in, the inspection,  maintenance and
service of the following  equipment  and  improvements,  if any,  located on the
Premises: (i) heating, air conditioning and ventilation equipment,  (ii) boiler,
fired or unfired  pressure  vessels,  (iii) fire sprinkler  and/or standpipe and
hose or other automatic fire extinguishing systems,  including fire alarm and/or
smoke detection,  (iv) landscaping and irrigation systems, (v) roof covering and
drain maintenance and (vi) asphalt and parking lot maintenance.
     7.2 Lessor's  Obligations.  Except for the  warranties  and  agreements  of
Lessor contained in Paragraphs 2.2 (relating to condition of the Premises),  2.3
(relating to compliance  with  covenants,  restrictions  and building  code),  9
(relating to  destruction of the Premises) and 14 (relating to  condemnation  of
the  Premises),  it is  intended  by the  Parties  hereto  that  Lessor  have no
obligation.  In any manner whatsoever,  to repair and maintain the Premises, the
improvements  located thereon,  or the equipment therein,  whether structural or
non structural,  all of which  obligations are intended to be that of the Lessee
under  Paragraph 7.1 hereof..  It is the intention of the Parties that the terms
of this Lease govern the respective obligations of the Parties as to maintenance
and repair of the Premises. Lessee and Lessor expressly waive the benefit of any
statute now or  hereafter  in effect to the extent it is  inconsistent  with the
terms of this Lease with respect to, or which  affords  Lessee the right to make
repairs  at the  expense of Lessor or to  terminate  this Lease by reason of any
needed repairs.
     7.3 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, 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  7.4(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.
     (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, whether by virtue of Paragraph 7.3(a) or by subsequent specific consent,
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.
Lessee shall promptly upon completion thereof furnish Lessor with as-built plans
and  specifications  therefor.  Lessor  may (buy  without  obligation  to do so)
condition its consent to any requested  Alteration and Utility Installation that
costs $10,000 or more upon Lessee's  providing Lessor with a lien and completion
bond in an amount equal to one and  one-half  times the  estimated  cost of such
Alteration or Utility  Installation  and/or upon Lessee's  posting an additional
Security Deposit with Lessor under Paragraph 36 hereof.
     (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. If Lessor shall require,  Lessee shall furnish to Lessor
a surety  bond  satisfactory  to Lessor in an amount  equal to one and  one-half
times the amount of such  contested  lien claim or demand,  indemnifying  Lessor
against  liability  for the same,  as  required  by law for the  holding  of the
Premises  free from the effect of such lien or claim.  In  addition,  Lessor may
require Lessee to pay Lessor's attorney's fees an costs in participating in such
action if Lessor shall decide it is to its best interest to do so.
     7.4 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  7.4,  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  7.4 (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  mediation  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. 

8. Insurance; Indemnity.
     8.1 Payment For  Insurance.  Regardless  of whether the Lessor or Lessee is
the insuring  Party,  Lessee  shall pay for all  insurance  required  under this
Paragraph 8 except to the extent of the cost attributable to liability insurance
carried by Lessor in excess of $1,000,000  per  occurrence.  Premiums for policy
periods commencing prior to or extending beyond the Lease term shall be prorated
to  correspond  to the  Lease  term.  Payment  shall be made by Lessee to Lessor
within ten (10) days following receipt of an invoice for any amount due.
     8.2 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 this
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 that  $1,000,000 per occurrence with
an "Additional  Insured-Managers or Lessor 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
shall also maintain liability  insurance described in Paragraph 8.2(a) 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.
     8.3 Property Insurance - Building, Improvements and Rental Value.
     (a) Building and Improvements.  The Insuring Party shall obtain and keep in
force  during the term of this Lease a policy or policies in the name of Lessor,
with loss payable to Lessor and to the holders of any mortgages,  deeds of trust
or ground leases on the Premises ("Lender(s)"),  insuring loss or damages 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 8.4 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,  safely  or land use laws as the  result of a covered
cause of loss.  Said policy or policies  shall also contain an agreed  valuation
provision  in  lieu  of any  coinsurance  clause,  waiver  of  subrogation,  and
inflation guard protection  causing an increase in the annual property insurance
coverage  amount by a factor of not less than the adjusted  U.S.  Department  of
Labor Consumer Price Index for All Urban Consumers for the city nearest to where
the Premises are located.  If such insurance  coverage has a deductible  clause,
the deductible  amount shall not exceed $1,000 per occurrence,  and Lessee shall
be liable for such deductible amount in the event of an insured Loss, as defined
in Paragraph 9.1( c ).
     (b) Rental Value. The Insuring Party shall, in addition, obtain and keep in
force  during the term of this Lease a policy or policies in the name of Lessor,
with loss payable to Lessor and Lender(s),  insuring the loss of the full rental
and other charges  payable by Lessee to Lessor under this Lease for one (1) year
(including  all real estate  taxes,  insurance  costs,  and any schedule  rental
increases).  Said  insurance  shall  provide  that in the  event  the  Lease  is
terminated  by reason of an  insured  loss,  the  period of  indemnity  for such
coverage  shall be  extended  beyond  the date of the  completion  of repairs or
replacement  of the  Premises,  to  provide  for on full  year's  loss of rental
revenues from the date of any such loss.  Said insurance shall contain an agreed
valuation  provision  in lieu of any  coinsurance  clause,  and  the  amount  of
coverage  shall be adjusted  annually to reflect the  projected  rental  income,
property taxes,  insurance premium costs and other expenses,  if any,  otherwise
payable by Lessee, for the next twelve (12) month period. Lessee shall be liable
for any deductible  amount in the event of such loss.

     (c) Paragraph ( c) omitted in Agreement.
     (d) 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.  If Lessee is the  Insuring  Party,  the  policy
carried by Lessee under this Paragraph 8.3 shall Insure Lessee Owned Alterations
and Utility Installation
     8.4 Lessee's Property  Insurance.  Subject to the requirements of Paragraph
8.5, 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  Insuring  Party  under  Paragraph  8.3.  Such  insurance  shall  be full
replacement  cost  coverage  with  a  deducible  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  8.4 and shall  provide  Lessor with
written evidence that such insurance is in force.
     8.5 Insurance Policies.  Insurance required hereunder shall be in companies
duly licensed to transact  business in the state where the Premises are located,
and maintaining  during the policy term a "General  Policyholders  Rating" of at
least B +, V, or such other rating as may be required by a Lender  having a lien
on the  Premises,  as set forth in the most current  issue of "Best's  Insurance
Guide." Lessee shall not do or permit to be done anything which shall invalidate
the  Insurance  policies  referred  to in this  Paragraph  8. If  Lessee  is the
Insuring Party, Lessee shall cause to be delivered to Lessor certified copies of
policies of such Insurance or certificates  evidencing the existence and amounts
of such Insurance with the insureds and loss payable clauses as required by this
Lease.  No such policy shall be  cancelable  or subject to  modification  except
after  thirty (30) days prior  written  notice to Lessor.  Lessee shall at least
thirty (30) days prior to the expiration of such  policies,  furnish Lessor with
evidence of renewals or  "insurance  binders"  evidencing  renewal  thereof,  or
Lessor may order such  insurance  and charge the cost  thereof to Lessee,  which
amount shall be payable by Lessee to Lessor upon demand.  If the Insuring  Party
shall fail to procure and maintain the  insurance  required to be carried by the
Insuring  Party under this  paragraph  8, the other Party may,  but shall not be
required to, procure and maintain the same, but at Lessee's expense.
     8.6 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
8. 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.
     8.7  Indemnity.  Except for Lessor's  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 invitees,
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 judgment,  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.
     8.8  Exemption  of Lessor from  Liability.  Lessor  shall not be liable for
injury or damage to the person or goods, wares, merchandise or other property of
Lessee,  Lessee's  employees,  contractors,  invitees,  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 means 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  or breach of
this Lease, Lessor shall under no circumstances be liable for injury to Lessee's
business or for any loss of income or profit therefrom.
     9. Damage or Destruction.
     9.1 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 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 Lessee Owned
Alterations and Utility Installations.
     (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  8.3(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.
     (e) "Hazardous  Substance Condition" shall mean the occurrence or discovery
of a condition  involving  the presence of, or a  contamination  by, a Hazardous
Substance as defined in Paragraph 6.2 (a) in, on, or under the Premises.
     9.2 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
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 (10) days 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 then (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  9.3 rather than  Paragraph  9.2,  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.
     9.3 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,  but subject to Lessor's
rights under Paragraph 13), 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.
     9.4 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 8.6.
     9.5 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
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  thirty (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 or to purchase the  Premises,  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) needed to make the repairs. 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 then (10) days after the expiration
of the Exercise  Period,  notwithstanding  any term or provision in the grant of
option to the contrary.
     9.6  Abatement  of Rent;  Lessee's  Remedies.  (a) In the  event of  damage
described in Paragraph  9.2 (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
(not to exceed the period for which  rental value  insurance  is required  under
Paragraph  8.3  (b)),  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.
     (b) If Lessor shall be  obligated  to repair or restore the Premises  under
the provisions of this Paragraph 9 and shall not commence,  in a substantial and
meaningful  way, the repair of  restoration  of the Premises  within ninety (90)
days after such  obligation  shall accrue,  Lessee may, at any time prior to the
commencement of such repair or restoration, give written notice of 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 full
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.
     9.7 Hazardous  Substance  Conditions.  If a Hazardous  Substance  Condition
occurs,  unless  Lessee is legally  responsible  therefor  (in which case Lessee
shall make the investigation and remediation  thereof required by Applicable Law
and this Lease shall continue in full force and effect,  but subject to Lessor's
rights under Paragraph 13), Lessor may at Lessor's option either (i) investigate
and  remediate  such  Hazardous  Substance  Condition,  if required,  as soon as
reasonably  possible  at  Lessor's  expense,  in which  event this  Lease  shall
continue in full force and effect,  or (ii) if the estimated cost to investigate
and remediate  such  condition  exceeds  twelve (12) times the then monthly Base
Rent or $100,000,  whichever is greater,  give written  notice to Lessee  within
thirty (30) days after receipt by Lessor of knowledge of the  occurrence of such
Hazardous  Substance  Condition 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
investigation and remediation of such Hazardous  Substance  Condition totally at
Lessee's expense and without  reimbursement  from Lessor except to the extent of
an amount  equal to twelve  (12) times the then  monthly  Base Rent or  $100,000
whichever is greater.  Lessee shall  provide  Lessor with the funds  required of
Lessee 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 investigation and remediation
as soon as reasonably  possible and the required funds are available.  If Lessee
does not give such notice and provide the required  funds or  assurance  thereof
within the times  specified  above,  this Lease shall  terminate  as of the date
specified in Lessor's notice of termination.  If a Hazardous Substance Condition
occurs for which Lessee is not legally responsible , there shall be abatement of
Lessee's  obligations  under  this  Lease  to the same  extent  as  provided  in
Paragraph 9.6 (a) for a period of not to exceed twelve (12) months.
     9.8 Termination-Advance Payments. Upon termination of this pursuant to this
Paragraph 9, an equitable  adjustment shall be made concerning advance Base Rent
and any other  advance  payments  made by Lessee to  Lessor.  Lessor  shall,  in
addition, return to Lessee so much of Lessee's Security Deposit as has not been,
or is not then required to be, used by Lessor under the terms of this Lease.
     9.9 Waive  Statutes.  Lessor and Lessee  agree that the terms of this Lease
shall govern the effect of any damage to or  destruction  of the  Premises  with
respect to the  termination of this Lease and hereby waive the provisions of any
present or future statute to the extent inconsistent herewith.
     10. Real Property Taxes.
     10.1 (a) Payment of Taxes.  Lessee shall pay the Real  Property  Taxes,  as
defined in Paragraph  10.2,  applicable to the Premises  during the term of this
Lease.  Subject to Paragraph  10.1 (b), all such payments shall be made at least
ten (10)  days  prior to the  delinquency  date of the  applicable  installment.
Lessee shall promptly  furnish with  satisfactory  evidence that such taxes have
been paid. If any such taxes to be paid by Lessee shall cover any period of time
prior to or after the  expiration  or earlier  termination  of the term  hereof,
Lessee's  share of such  taxes  shall be  equitably  prorated  to cover only the
period of time  within  the tax fax fiscal  year this  Lease is in  effect,  and
Lessor shall  reimburse  Lessee for any  overpayment  after such  proration.  If
Lessee shall fail to pay any Real  Property  Taxes  required by this Lease to be
paid by Lessee,  Lessor  shall have the right to pay the same,  and Lessee shall
reimburse Lessor therefor upon demand.
     (b)  Advance  Payment.  In  order to  insure  payment  when due and  before
delinquency of any or all Real Property  Taxes,  Lessor  reserves the right,  at
Lessor's option , to estimate the current Real Property Taxes  applicable to the
Premises,  and to require such current  year's Real Property Taxes to be paid in
advance  to Lessor by  Lessee,  either:  (i) in a lump sum  amount  equal to the
installment  due, at least twenty (20) days prior to the applicable  delinquency
date,  or (ii) monthly in advance  with the payment of the Base Rent.  If Lessor
elects to require payment monthly in advance,  the monthly payment shall be that
equal monthly amount which, over the number of months remaining before the month
in which the applicable tax  installment  would become  delinquent  (and without
interest  thereon),  would provide a fund large enough to fully discharge before
delinquency  the  estimated  installment  of taxes to be paid.  When the  actual
amount of the  applicable  tax bill is known,  the amount of such equal  monthly
advance  payment shall be adjusted as required to provide the fund needed to pay
the applicable taxes before delinquency. If the amounts paid to Lessor by Lessee
under the  provisions  of this  Paragraph  are  insufficient  to  discharge  the
obligations  of Lessee to pay such Real  Property  Taxes as the same become due.
Lessee shall pay to Lessor,  upon Lessor's  demand,  such additional sums as are
necessary  to pay  such  obligations.  All  moneys  paid to  Lessor  under  this
Paragraph  may be  intermingled  with other  moneys of Lessor and shall not bear
interest. In the event of Breach by Lessee in the performance of the obligations
of Lessee  under the Lease,  then any balance of funds paid to Lessor  under the
provisions of this Paragraph may, subject to proration as provided in Paragraph
     10.1 (a),  at the option of Lessor,  be treated as an  additional  Security
Deposit under Paragraph 5.
     10.2  Definition of "Real Property  Taxes." As used herein,  the term "Real
Property  Taxes"  shall  include  any  form of real  estate  tax or  assessment,
general,  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  Premises by any  authority
having the direct or indirect power to tax, including any city, state or federal
government,  or any school,  agricultural,  sanitary,  tire, 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. (See Addendum, Paragraph 4).
     10.3  Joint  Assessment.  If the  Premises  are  not  separately  assessed,
Lessee'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 Lessor  from the  respective  valuations
assigned  in the  assessor's  work  sheets or such other  information  as may be
reasonably available Lessor's reasonable  determinations thereof, in good faith,
shall be conclusive.
     10.4 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 of Lessor in 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 or at Lessor's option, as provided in Paragraph 10.1. (b).
     11. Utilities.  Lessee shall pay for all water,  gas, heat,  light,  power,
telephone,  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.
     12.       Assignment and Subletting.
     12.1     Lessor's Consent Required.
     (a) Lessee shall not  voluntarily or by operation of law assign,  except to
an Affiliate  of Lessee,  transfer,  mortgage or otherwise  transfer or encumber
(collectively,  "assignment")  or sublet except to an Affiliate of Lessee all or
any part of Lessee's  interest in this Lease or in the Premises without Lessor's
prior written consent given under and subject to the terms of Paragraph 36.
     (b) A change  in the  control  of Lessee  shall  constitute  an  assignment
requiring Lessor's consent.
     (c) The involvement of Lessee or its assets in any  transaction,  or series
of transactions (by way of merger, sale,  acquisition,  financing,  refinancing,
transfer,  leveraged buy-out or otherwise),  whether or not formal assignment or
hypothecation  of this Lease or Lessee's  assets  occurs,  which results or will
result in a reduction of the Net Worth of Lessee, as hereinafter  defined, by an
amount equal to or greater than  twenty-five  percent (25%) of such Net Worth of
Lessee as it was represented to Lessor at the time of the execution by Lessor of
this  Lease or at the time of the most  recent  assignment  to which  Lessor has
consented, or as it exists immediately prior to said transaction or transactions
constituting  such reduction,  at whichever time said Net Worth of Lessee was or
is greater,  shall be  considered an assignment of this Lease by Lessee to which
Lessor may reasonably  withhold its consent.  "Net Worth of Lessee" for purposes
of this  Lease  shall be the net  worth of  Lessee  (excluding  any  guarantors)
established under generally accepted accounting principles consistently applied.
     (d) An assignment  or subletting of Lessee's  interest in this Lease except
to an Affiliate of Lessee,  without  Lessor's  specific  prior  written  consent
shall, at Lessor's option,  be a Default curable after notice per Paragraph 13 1
( c ) , or a  noncurable  Breach  without the  necessity of any notice and grace
period.  If Lessor elects to treat such  unconsented to assignment or subletting
as a noncurable  Breach.  Lessor shall have the right to either:  (i)  terminate
this Lease,  or (ii) upon thirty (30) days written notice  ("Lessor's  Notice"),
increase  the monthly  Base Rent to fair market  rental value or one hundred ten
percent  (110%) of the Base Rent then in effect,  whichever is greater.  Pending
determination of the new fair market rental value, if disputed by Lessee, Lessee
shall pay the amount set forth in Lessor's Notice, with any overpayment credited
against the next  installment(s)  of Base Rent coming due, and any  underpayment
for the period  retroactively  to the effective date of the adjustment being due
and payable immediately upon the determination thereof. Future , in the event of
such Breach and market value adjustment. (i) the purchase price of any option to
purchase the Premises  held by Lessee shall be subject to similar  adjustment to
the then fair market value (without the Lease being considered an encumbrance or
any deduction for depreciation or obsolescence,  and considering the Premises at
its highest and best use and in good  condition),  or one hundred  then  percent
(110%) of the  price  previously  in  effect,  whichever  is  greater,  (ii) any
index-oriented  rental or price  adjustment  formulas,  contained  in this Lease
shall be adjusted to require that the base index be determined with reference to
the index applicable to the time of such adjustment,  and (iii) any fixed rental
adjustments  scheduled during the remainder of the Lease term shall be increased
in the same  ratio as the new  market  rental  bears to the Base  Rent in effect
immediately prior to the market value adjustment.
     (e) Lessee's  remedy for any breach of this  Paragraph 12.1 by Lessor shall
be limited to compensatory damages and injunctive relief.
12.2      Terms and Conditions Applicable to Assignment and Subletting.
     (a) Regardless of Lessor's consent, any assignment or subletting shall not:
(i) be effective  without the express  written  assumption  by such  assignee or
sublessee of the  obligations  of Lessee under this Lease (ii) release Lessee of
any obligations  hereunder,  or (iii) after the primary  liability of Lessee for
the payment of Base Rent and other sums due Lessor  hereunder or for performance
of any other obligations to be performed by Lessee under this Lease.
     (b) Lessor may accept any rent or performance of Lessee's  obligations from
any person other than Lessee  pending  approval or  disapproval of an assignment
Neither  a delay in the  approval  or  disapproval  of such  assignment  nor the
acceptance of any rent or performance  shall  constitute a waiver or estoppel of
Lessor's  right to exercise  its remedies for the Default or Breach by Lessee of
any of the terms, covenants or conditions of this Lease.
     (c) The  consent  of  Lessor  to any  assignment  or  subletting  shall not
constitute a consent to any subsequent  assignment or subletting by Lessee or to
any subsequent or successive assignment or subletting by the sublessee. However,
Lessor may consent to subsequent  sublettings and assignments of the sublease or
any amendments or modifications  thereto without notifying Lessee or anyone else
liable on the Lease or sublease and without  obtaining  their consent,  and such
action  shall not  relieve  such  persons  from  liability  under  this Lease or
sublease.
     (d) In the event or any  Default or Breach of  Lessee's  obligations  under
this Lease.  Lessor may proceed directly  against Lessee,  any Guarantors or any
one else responsible for the performance of the lessee's  obligations under this
Lease,  including the  sublessee,  without first  exhausting  Lessor's  remedies
against  any other  person or entity  responsible  therefor  to  Lessor,  or any
security held by Lessor or Lessee.
     (e) Each request for consent to an  assignment  or  subletting  shall be in
writing,  accompanied  information relevant to Lessor's  determination as to the
financial and operational  responsibility  and  appropriateness  of the proposed
assignee or  sublessee,  including  but not limited to the  intended  use and/or
required  modification of the Premises,  if any,  together with a non-refundable
deposit  of  $1,000  or ten  percent  (10%) of the  current  monthly  Base  Rent
whichever is greater, as reasonable  consideration for Lessor's  considering and
processing  the request for consent.  Lessee agrees to provide  Lessor with such
other  or  additional  information  and/or  documentation  as may be  reasonably
requested by Lessor.
     (f) Any assignee of or  sublessee  under,  this Lease  shall,  by reason of
accepting  of accepting  such  assignment  or entering  into such  sublease,  be
deemed,  for the  benefit of Lessor,  to have  assumed and agreed to conform and
comply with each and every term,  covenant condition and obligation herein to be
observed or performed by Lessee during the term of said  assignment or sublease,
other than such  obligations as are contrary to or inconsistent  with provisions
of an  assignment  or sublease to which  Lessor has  specifically  consented  in
writing.
     (g) The occurrence of a transaction  described in Paragraph 12.1 ( c) shall
give  Lessor the right (but not the  obligation)  to require  that the  Security
Deposit be  increased  to an amount equal to six (6) items the then monthly Base
Rent,  and  Lessor may the actual  receipt by Lessor of the amount  required  to
establish  such  Security  Deposit  a  condition  to  Lessor's  consent  to such
transaction.
     (h) Lessor,  as a  condition  to giving its  consent to any  assignment  or
subletting,  may require  that the amount and  adjustment  structure of the rent
payable  under this Lease to  adjusted  to what is then the market  value and or
adjustment structure for property similar to the Premises as then constituted.
     12.3  Additional  Terms  and  Conditions  Applicable  to  Subletting.   The
following terms and conditions shall apply to any subletting by Lessee of all or
any part of the Premises  and shall be deemed  included in all  subleases  under
this lease whether or not expressly incorporated therein:
     (a) Lessee hereby assigns and transfers to Lessor all of Lessee's  interest
in all rentals and income  arising  from any sublease of all or a portion of the
Premises  heretofore  or hereafter  made by Lessee,  and Lessor may collect such
rent and income and apply same  toward  Lessee's  obligations  under this Lease,
provided,  however,  that until a Breach (as  defined in  Paragraph  13.1) shall
occur in the performance of Lessee's  obligations under this Lease,  Lessee may,
except as otherwise provided in this Lease, receive, collect and enjoy the rents
accruing under such  sublease.  Lessor shall not, by reason of this or any other
assignment of such sublease to Lessor,  nor by reason of the  collections of the
rents from a sublessee,  be deemed  liable to the  sublessee  for any failure of
Lessee to perform and comply with any of Lessee's  obligations to such sublessee
under such sublease.  Lessee hereby irrevocably  authorizes and directs any such
sublessee,  upon receipt to a written  notice from Lessor  stating that a Breach
exists in the  performance of Lessee's  obligations  under this Lease, to pay to
Lessor the rents and other  charges  due and to become  due under the  sublease.
Sublessee  shall rely upon any such  statement and request from Lessor and shall
pay such rents and other  charges to Lessor  without any  obligation or right to
inquire as to whether such Breach exists and  notwithstanding any notice from or
claim from Lessee to the  contrary.  Lessee shall have no right or claim against
said sublessee, or until the Breach has been cured, against Lessor, for any such
rents and other charges so paid by said sublessee to Lessor.
     (b)  In  the  event  of a  Breach  by  Lessee  in  the  performance  of its
obligations  under this Lease,  Lessor, at its option and without any obligation
to do so may require any  sublessee  to attorn to Lessor,  in which event Lessor
shall  undertake the  obligations of the sublessor  under such sublease from the
time of the  exercise  of  said  option  to the  expiration  of  such  sublease:
provided,  however, Lessor shall not be liable for any prepaid rents of security
deposit paid by such sublessee to such sublessor or for any other prior Defaults
or Breaches of such sublessor under such sublease.
     (c) Any matter or thing  requiring  the  consent of the  sublessor  under a
sublease shall also require the consent of Lessor herein.
     (d) No  sublessee  shall  further  assign or sublet  all or any part of the
Premises without Lessor's prior written consent.
     (e)  Lessor  shall  deliver a copy of any  notice of  Default  or Breach by
Lessee to the sublessee,  who shall have the right to cure the Default of Lessee
within the grace period, if any,  specified in such notice.  The sublessee shall
have a right of  reimbursement  and offset from and against  Lessee for any such
Defaults cured by the sublessee 13. Default; Breach; Remedies.
     13.1  Default;  Breach.  Lessor and Lessee  agree  that if an  attorney  is
consulted  by  Lessor  in  connection  with  a  Lessee  Default  or  Breach  (as
hereinafter  defined).  $350.00 is a reasonable  minimum sum per such occurrence
for legal  services  and costs in the  preparations  and  service of a notice of
Default, and that Lessor may include the cost of such services and costs in said
notice as rent due and payable to cure said Default. 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 13.2
and/or 13.3:
     (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, the failure by Lessee to provide  Lessor with  reasonable  evidence of
insurance or surety bond required under this Lease,  or the failure of Lessee to
fulfill any  obligation  under this Lease which  endangers or threatens  life or
property,  where such failure  continues for a period of ten (10) days following
written notice thereof by or on behalf or Lessor to Lessee.
     (c) Except as expressly  otherwise  provided in this Lease,  the failure by
Lessee to provide  Lessor with  reasonable  written  evidence (in duly  executed
original  form,  if  applicable)  of (i)  compliance  with  Applicable  Law  per
Paragraph 6.3, (ii) the inspection,  maintenance and service contracts  required
under  Paragraph 6.1 (b), (iii) the recission of an  unauthorized  assignment of
subletting per Paragraph 12.1 (b), (iv) a Tenancy Statement per Paragraphs 16 or
37. (v) the subordination or  non-subordination  of this Lease per Paragraph 30,
(vi) the guaranty of the performance of Lessee's obligations under this Lease if
required  under  Paragraphs  1.11 and 37,  (vii) the  execution  of any document
requested under Paragraph 42 (easements),  or (viii) any other  documentation or
information  which  Lessor may  reasonably  require of Lessee under the terms of
this  Lease,  where  any such  failure  continues  for a period of ten (10) days
following written notice by or on behalf of Lessor to Lessee.
     (d) A  Default  by  Lessee  as  to  the  terms,  covenants,  conditions  of
provisions of this Lease,  or of the rules  adopted  under  Paragraph 40 hereof,
that are to be observed,  complied with or performed by Lessee, other than those
described in subparagraphs (a), (b) or(C)above, 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.
     (e) The occurrence of any of the following events: (i) The making by lessee
of any general  arrangement  of assignment  for the benefit of  creditors:  (ii)
Lessee's  becoming a "debtor"  as  defined in 11 U.S.C.  S 101 or any  successor
statute thereto  (unless,  in the case of a petition filed against  Lessee,  the
same is dismissed within sixty (60) days): (iii) 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 (iv) 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  (e) is contrary to any  applicable  law,  such
provision  shall be of no force or effect,  and not affect the  validity  of the
remaining provisions.
     (f) The discovery by Lessor that any financial statement given to Lessor by
Lessee or any Guarantor of Lessee's obligations hereunder was materially false.
     (g)  If the  performance  of  Lessee's  obligations  under  this  Lease  is
guaranteed:  (i) the death of a guarantor, (ii) the termination of a guarantor's
liability with respect to this Lease other than in accordance  with the terms of
such  guaranty,  (iii) a  guarantor's  becoming  insolvent  or the  subject of a
bankruptcy filing,  (iv) a guarantor's  refusal to honor the guaranty,  or (v) a
guarantor's breach of its guaranty  obligation on an anticipatory  breach basis,
and Lessee's  failure,  within sixty (60) days following written notice by or on
behalf of Lessor to Lessee of any such event,  to provide  Lessor  with  written
alternative  assurance or security,  which,  when coupled with the then existing
resources  of Lessee,  equals or exceeds the  combined  financial  resources  of
Lessee and the guarantors that existed at the time of execution of this Lease.
     13.2  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 vent of a Breach of this Lease by Lessee,  as
defined in Paragraph 13.1, 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 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  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, and that portion of the leasing commission
paid by Lessor  applicable to the unexpired term of this Lease. The worth at the
time of award of the amount referred to in provision (iii) of the prior sentence
shall be computed by discounting such amount at the discount rate of the Federal
Reserve Bank of San Francisco at the time of award plus on percent (1%). Efforts
by Lessor to mitigate damages caused by Lessee's Default or Breach of this Lease
shall not waive  Lessor's  right to recover  damages  under this  Paragraph.  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 there in the
right to  recover  all or any part  thereof  in a  separate  suite for such rent
and/or  damages.  If a notice  and grace  period  required  under  subparagraphs
13.1(b),(C), or (d) was not previously given, a notice to pay rent or quit or to
perform  or  quit,  as the  case  may be,  given to  Lessee  under  any  statute
authorizing the forfeiture of leases for unlawful detainer shall also constitute
the  applicable  notice for grace  period  purposes  required  by  subparagraphs
13.1(b),(C),  (d). In such case, the applicable grace period under subparagraphs
13.1(b),(C),  (d) and under the unlawful  detainer statute shall constitute both
an unlawful  detainer and Breach of this Lease entitling  Lessor to the remedies
provided for in this Lease and/or by said statute.
     (b)  Continue  the Lease and  Lessee's  right to  possession  in effect (in
California under California Civil Code Section 1951.4) after Lessee's Breach and
abandonment  and recover  the rent as it becomes  due,  provided  Lessee has the
right  to  sublet  or  assign,  subject  only  to  reasonable  limitations.  See
Paragraphs 12 and 36 for the  limitations  on assignment  and  subletting  which
limitations  Lessee and Lessor  agree are  reasonable.  Acts of  maintenance  or
preservation, efforts to relet the Premises, or the appointment of a receiver to
protect  the  Lessor's  interest  under  the  Lease,   shall  not  constitute  a
termination of the Lessee's right to possession.
     (c) Pursue any other remedy now or hereafter  available to Lessor under the
laws or judicial decisions of the state wherein the Premises are located.
     (d) 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 provision of this Lease as to matters occurring or accruing during the
term hereof or by reason of Lessee's occupancy of the Premises.
     13.3 Inducement  Recapture in Event Of Breach.  Any agreement by Lessor for
free or abated rent or other  charges  applicable  to the  Premises,  or for the
giving  or  paying  by  Lessor  to or for  Lessee  of any cash or  other  bonus,
inducement or consideration  for Lessee's entering into this Lease, all of which
concessions are  hereinafter  referred to as "Inducement  Provisions,"  shall be
deemed  conditioned  upon Lessee's full and faithful  performance  of all of the
terms,  covenants  and  conditions  of this Lease to be performed or observed by
Lessee during the term hereof as the same may be extended.  Upon the  occurrence
of a Breach of this Lease by Lessee,  as  defined in  Paragraph  13.1 , any such
inducement  Provision shall  automatically be deemed deleted from this Lease and
of no further force or effect, and any rent, other charge, bonus,  inducement or
consideration  theretofore  abated,  given  or  paid  by  Lessor  under  such an
Inducement  Provision  shall be immediately due and payable by Lessee to Lessor,
and   recoverable   by  Lessor  as   additional   rent  due  under  this  Lease,
notwithstanding  any subsequent cure of said Breach by Lessee. The acceptance by
Lessor of rent or the cure of the Breach which  initiated  the operation of this
Paragraph  shall not be deemed a waiver  by  Lessor  of the  provisions  of this
Paragraph unless specifically so stated in writing by Lessor at the time of such
acceptance.
     13.4 Late Charges.  Lessee hereby  acknowledges that late payment by Lessee
to Lessor of rent and other sums due hereunder  will cause Lessor 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 upon Lessor by the
terms if any  ground  lease,  mortgage  or trust  deed  covering  the  Premises.
Accordingly,  if any  installment of rent or any other sum due from Lessee shall
not be received by Lessor or Lessor's  designee  within five (5) days after such
amount shall be due, then, without any requirement for notice to Lessee,  Lessee
shall pay to Lessor a late  charge  equal to six  percent  (6%) of such  overdue
amount.  The parties  hereby  agree that such late charge  represents a fair and
reasonable  estimate of the costs Lessor will incur by reason of late payment by
Lessee.  Acceptance of such late charge by Lessor shall in no event constitute a
waiver of Lessee's  Default or Breach with respect to such overdue  amount,  nor
prevent  Lessor from  exercising  any of the other rights and  remedies  granted
hereunder. In the event that a late charge is payable hereunder,  whether or not
collected,   for  three  (3)   consecutive   installments  of  Base  Rent,  then
notwithstanding  Paragraph  4.1 or any  other  provision  of this  Lease  to the
contrary,  Base Rent shall, at Lessor' option,  become due and payable quarterly
in advance.
     13.5 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 13.5 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 of 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.
     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 ten percent (10%) of the
floor area of the Premises,  or more than twenty-five  percent (25%) of the land
area not  occupied  by any  building  is taken by  condemnation.  Lessee  may at
Lessee's  option to be  exercised  in writing  within ten (10) days after Lessor
shall have given Lessee written notice of such taking for 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 Lessee does not terminate this Lease in accordance  with the
foregoing  this Lease shall  remain in full force and effect as to the  Premises
remaining  except that the Base Rent shall be reduced in the same  proportion as
the as the rentable floor area of the Premises taken bears to the total rentable
floor area of the building  located on the  Premises.  No reduction of Base Rent
shall occur if the only portion of the Premises  taken is land on which there is
no building.  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 Lessor  whether such award shall be made as
compensation  for diminution in value of the leasehold for the taking of the fee
or as severance damages; provided, however, that Lessee shall be entitled to any
compensation  separately Lessee for Lessee's  relocation expenses and or loss of
Lessee's Trade Fixtures in the event that this Lease is not terminated by reason
of such  condemnation.  Lessor shall to the extend of its net severance  damages
received over and above the legal and other  expenses  incurred by Lessor in the
condemnation   matter  repair  any  damage  to  the  Premises   caused  by  such
condemnation  except to the extent that Lessee has been  reimbursed  therefor by
the  condemning  authority  Lessee shall be  responsible  for the payment of any
amount in excess of such net severance damages required to complete such repair.
     15.      Broker's Fee.
     15.1 The Brokers named in Paragraph  1.10 are the procuring  causes of this
Lease. Lessor has a separate commission agreement with the Brokers.
     15.2     (Paragraph 15.2 omitted in this Agreement).
     15.3     (Paragraph 15.3 omitted in this Agreement).
     15.4     (Paragraph 15.4 omitted in this Agreement).
     15.5 Lessee and Lessor each  represent and warrant to the other that it has
had no dealings with any person,  firm, broker or finder (other than the Brokers
if any named in Paragraph 1.10) in connection with the negotiation of this Lease
and or the  consummation  of the  transaction  contemplated  hereby  and that no
broker or other person, firm or entity other than said named Brokers is entitled
to any commission or finder's fee In connection  with said  transaction.  Lessee
and Lessor do each hereby agree to indemnify  protect  defend and hold the other
harmless  from and against  liability for  compensation  or charges which may be
claimed by any such unnamed  broker  finder or other  similar party by reason of
any dealings or actions of the Indemnifying Party including any costs, expenses,
attorneys' fees reasonably incurred with respect thereto.
     15.6  Lessor  and  Lessee   hereby   consent  to  and  approve  all  agency
relationships including any dual agencies indicated in Paragraph 1.10.
     16.      Tenancy Statement.
     16.1 Each Party (as  "Responding  Party")  shall within ten (10) days after
written notice from the other Party (the "Requesting Party") execute acknowledge
and deliver to the  Requesting  Party a statement  in writing in form similar to
the then  most  current  "Tenancy  Statement"  form  published  by the  American
Industrial  Real  Estate   Association,   plus  such   additional   information,
confirmation and/or statements as may be reasonably  requested by the Requesting
Party.
     16.2 If Lessor  desires to finance,  refinance,  or sell the Premises,  any
part thereof or the  building of which the  Premises are a part,  Lessee and all
Guarantors  of Lessee's  performance  hereunder  shall  deliver to any potential
lender or purchaser designated by Lessor such financial statements of Lessee and
such  Guarantors  as may be  reasonably  required by such  lender or  purchaser,
including but not limited to Lessee's  financial  statements  for the past three
(3) years.  All such financial  statements  shall be received by Lessor and such
lender or purchaser in confidence and shall be used only for the purposes herein
set forth.
     17.  Lessor's  Liability.  The term  "Lessor" as used herein shall mean the
owners at the time in question of the fee title to the Premises,  or, if this is
a  sublease,  of the  Lessee's  interest  in the  prior  lease.  In the event of
transfer of Lessor's title or interest in the Premises or in this Lease.  Lessor
shall  deliver to the  transferee  or assignee (in cash or by credit) any unused
Security  Deposit  held by Lessor at the time of such  transfer  or  assignment.
Except as provided in Paragraph 15 upon such transfer or assignment and delivery
of the Security Deposit, as aforesaid, the prior Lessor shall be relieved of all
liability  with respect to the  obligations  and/or  covenants  under this Lease
thereafter  to be  performed  by the  Lessor.  Subject  to the  foregoing  , the
obligations  and/or  covenants in this Lease to be performed by the Lessor shall
be binding only upon the Lessor as hereinabove defined.(See Addendum,  Paragraph
5).
     18.  Severability.  The  invalidity  or 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.
     19.  Interest  on Past-Due  Obligations.  Any  monetary  payment due Lessor
hereunder,  other than late  charges,  not received by Lessor within thirty (30)
days  following  the  date on which it was due,  shall  bear  interest  from the
thirty-first  (31st) day after it was due at the rate of 12o. per annum, but not
exceeding  the  maximum  rate  allowed by law,  in  addition  to the late charge
provided for in Paragraph 13.4
     20. 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.
     21. Rent Defined.  All monetary  obligations  of Lessee to Lessor under the
terms of this Lease are deemed to be rent.
     22. No Prior or Other Agreements;  Broker  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.  Brokers have no
responsibility  with  respect  thereto or with  respect to any default or breach
hereof by either Party.
 23.      Notices.
     23.1 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 23.
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.
     23.2 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.
     24.  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.
     25.  Recording.  Either  Lessor or Lessee  shall upon request of the other,
execute,  acknowledge  and deliver to the other a short form  memorandum of this
Lease  for  recording  purposes.  The  Party  requesting  recordation  shall  be
responsible for payment of any fees or taxes applicable thereto.
     26. 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.
     27. Cumulative  Remedies.  No remedy or election  hereunder shall be deemed
exclusive but shall,  wherever possible be cumulative with other remedies at law
or in equity.
     28.  Covenants and Conditions.  All provisions of this Lease to be observed
or performed by Lessee are bother covenants and conditions.
     29.  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 in which  the  Premises  are  located.  Any  litigation
between the Parties  hereto  concerning  this Lease  shall be  initiated  in the
county  in which  the  Premises  are  located. 
     30.  Subordination;  Attornment; Non-Disturbance.
     30.1  Subordination.  This Lease and any  Option  granted  hereby  shall be
subject and  subordinate to any ground lease  mortgage,  deed of trust, or other
hypothecation  or  security  device  (collectively  "Security  Device")  now  or
hereafter  placed by Lessor upon the real  property of which the  Premises are a
part to any and all advances  made on the security  thereof and to all renewals,
modifications, consolidations, replacements and extensions thereof Lessee agrees
that the Lenders holding any such Security Device shall have no duty,  liability
or obligation to perform any of the obligations of Lessor under this Lease,  but
that in the event of  Lessor's  default  with  respect  to any such  obligation.
Lessee will give any Lender whose name and address have been furnished Lessee in
writing for such purpose notice of Lessor's default and allow such Lender thirty
(30) days  following  receipt of such notice for the cure of said default before
invoking any  remedies  Lessee may have by reason  thereof.  If any Lender shall
elect to have this Lease and or any Option granted  hereby  superior to the lien
of its Security  Device and shall give written  notice  thereof to Lessee,  this
Lease  and  such  Options  shall  be  deemed  prior  to  such  Security   Device
notwithstanding the relative dates of the documentation or recordation thereof.
     30.2 Attornment. Subject to the non-disturbance provision of Paragraph 30.3
Lessee agrees to attorn to a Lender or any other party who acquires ownership of
the Premises by reason of a foreclosure  of a Security  Device,  and that in the
event of such  foreclosure,  such new owner shall not; (i) be liable for any act
of omission of any prior  lessor or with  respect to events  occurring  prior to
acquisition  of  ownership.  (ii) be subject to any  offsets or  defenses  which
Lessee might have against any prior  lessor,  or (iii) be bound by prepayment of
more than one (1) month's rent.
     30.3  Non-Disturbance.  With  respect to Security  Devices  entered into by
Lessor after the execution of this lease.  Lessee's  subordination of this Lease
shall be subject to receiving assurance (a "non-disturbance agreement") from the
Lender that Lessee's possession and this Lease,  including any options to extend
the term hereof, will not be disturbed so long as Lessee is not in Breach hereof
and attorns to the record owner of the Premises.
     30.4 Self-executing. The agreements contained in this Paragraph 30 shall be
effective  without the execution of any further  documents;  provided,  however,
that,  upon written  request from Lessor or a Lender in connection  with a sale,
financing or refinancing  of the Premises.  Lessee and Lessor shall execute such
further  writing as may be reasonably  required to separately  document any such
subordination or non-subordination,  attornment and/or non-disturbance agreement
as is provided for herein.
     31.  Attorney's  Fee. If any Party or Broker brings an action or proceeding
to enforce the terms hereof or declare rights  hereunder,  the Prevailing  Party
(as  hereafter  defined)  or Broker in any such  proceeding,  action,  or appeal
thereon,  shall be  entitled to  reasonable  attorney's  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.  The term  "Prevailing
Party" shall include,  without  limitation,  a party or Broker who substantially
obtains or defeats the relief sought,  as the case may be whether by compromise,
settlement,  judgment,  or the  abandonment  by the other Party or Broker of its
claim or defense.  The attorney's fees award shall not be computed in accordance
with any  court  fee  schedule,  but  shall be such as to  fully  reimburse  all
attorney's  fees  reasonably  incurred.  Lessor shall be entitled to  attorney's
fees,  costs and expenses  incurred in the preparation and service of notices of
Default and consultations in connection  therewith whether or not a legal action
is subsequently commenced in connection with such Default or resulting Breach.
     32. Lessor's Access; Showing Premises;  Repairs. Lessor and Lessor's agents
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 showing the same
to prospective  purchasers,  lenders,  or lessees,  and making such alterations,
repairs, improvements or additions to the Premises or the building of which they
are a part,  as Lessor may  reasonably  deem  necessary.  Lessor may at any time
place on or about the  Premises or building  any  ordinary  "For Sale" signs and
Lessor 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 such
activities of Lessor shall be without abatement of rent or liability to Lessee.
     33. Auctions. Lessee shall not conduct, nor permit to be conducted,  either
voluntarily or involuntarily, any auction upon the premises without first having
obtained  Lessor's  prior  written  consent.  Notwithstanding  anything  to  the
contrary in this Lease.  Lessor  shall not be obligated to exercise any standard
of reasonableness in determining whether to grant such consent.
     34. Signs.  Lessee shall not place any sign upon the Premises,  except that
Lessee may, with Lessor's prior written  consent,  install (but not on the roof)
such signs as are reasonably  required to advertise  Lessee's own business.  The
installation  of any sign on the  Premises by or for Lessee  shall be subject to
the  provisions of Paragraph 7  (Maintenance,  Repairs,  Utility  Installations.
Trade  Fixtures and  Alterations).  Unless  otherwise  expressly  agreed herein.
Lessor reserves all rights to the use of the roof and the right to install,  and
all revenues from the installation  of, such advertising  signs on the Premises,
including the roof, as do not unreasonably  interfere with the conduct of Lessee
business.
     35. Termination; Merger. Unless specifically stated otherwise in writing by
Lessor,  the  voluntary or other  surrender of this Lease by Lessee,  the mutual
termination or cancellation hereof, or a termination hereof by Lessor for Breach
by Lessee,  shall  automatically  terminate any sublease or lesser estate in the
Premises;  provided,  however, Lessor shall, in the event of any such surrender,
termination or  cancellation,  have the option to continue any one or all of any
existing  subtenancies.  Lessor  failure within ten (10) days following any such
event to make a written election to the contrary by written notice to the holder
of any such lesser  interest,  shall constitute  Lessor's  election to have such
event constitute the termination of such interest.
 36.      Consents.
     (a) Except for  Paragraph 33 hereof  (Auctions)  or as  otherwise  provided
herein,  wherever  in this 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.  Lessor's  actual  reasonable  costs and  expenses  (including  but not
limited  to  architects,  attorneys,  engineers,  or  other  consultants'  fees)
incurred in the  consideration  of, or response  to, a request by Lessee for any
Lessor  consent  pertaining  to this Lease or the  Premises,  including  but not
limited to consents to an  assignment,  a subletting or the presence or use of a
Hazardous Substance, practice of storage tank, shall be paid by Lessee to Lessor
upon receipt of an invoice and  supporting  documentation  therefor.  Subject to
Paragraph  12.2 (e)  (applicable to assignment or  subletting).  Lessor may as a
condition to considering any such request by Lessee, require that Lessee deposit
with Lessor an amount of money (in addition to the  Security  Deposit held under
Paragraph 5)  reasonably  calculated by Lessor to represent the cost Lessor will
incur in  considering  and responding to Lessee's  request.  Except as otherwise
provided, any unused portion of said deposit shall be refunded to Lessee without
interest. Lessor's consent to any act. Assignment of this Lease or subletting of
the Premises by Lessee shall not constitute an acknowledgment that no Default or
Breach by Lessee of this Lease exist,  nor shall such consent be deemed a waiver
of any then existing Default or Breach, except as may be otherwise  specifically
stated in writing by Lessor at the time of such consent. 
      (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. 
     37.      Guarantor.
     37.1 If there are to be any  Guarantors of this Lease per  Paragraph  1.11,
the form of the guaranty to be executed by each such  Guarantor  shall be in the
form most recently published by the American Industrial Real Estate Association,
and each said  Guarantor  shall have the same  obligations  as Lessee under this
Lease,  Including  but not  limited to the  obligation  to provide  the  Tenancy
Statement and information called for by Paragraph 16.
     37.2 It shall  constitute  a Default of the Lessee  under this Lease if any
such Guarantor fails or refuses,  upon reasonable request by Lessor to give: (a)
evidence  of the  due  execution  of the  guaranty  called  for by  this  Lease,
including  the  authority  of  the  Guarantor  (and  of  the  party  signing  on
Guarantor's  behalf) to obligate such Guarantor on said guaranty,  and including
in the case of a corporate  Guarantor,  a certified  copy of a resolution of its
board of directors  authorizing  the making of such  guaranty,  together  with a
certificate  of incumbency  showing the  signature of the persons  authorized to
sign on its behalf,  (b) current  financial  statements of Guarantor as may from
time to time be requested by Lessor,  ( c) a Tenancy  Statement,  or (d) written
confirmation that the guaranty is still in effect.
     38. Quiet  Possession.  Upon payment by Lessee of the rent for the Premises
and  the  observance  and  performance  of all  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.
     39.      Options. (See Addendum, Paragraph 6).
     39.1  Definition.  As used in this  Paragraph 39 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 hat Lessee has on other  property  of
Lessor:  (b) the right of first  refusal to lease the  Premises  or the right of
first after the lease the Premises or the right of first  refusal to lease other
property of Lessor or the right of first to lease other property of Lessor; ( c)
the right to purchase the  Premises,  or the right of first  refusal to purchase
the Premises, or the right of first offer to purchase the Premises, or the right
to purchase other property of Lessor,  or the right of first refusal to purchase
other property of Lessor, or the right of first offer to purchase other property
of Lessor.
     39.2 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.
     39.3 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.
     39.4 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  13.1 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 13.1, whether or not the Defaults
are cured,  during  the  twelve  (12) month  period  immediately  preceding  the
exercise of the Option.
     (b) The period of time within which an Option may be exercised shall not be
extended  or  enlarged  by reason of  Lessee's  inability  to exercise an Option
because of the provisions of Paragraph 39.4 (a).
     (c) 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  notice of Default  under  Paragraph  13.1  during any
twelve (12) month  period,  whether or not the Defaults  are cured,  or (iii) if
Lessee commits a Breach of this Lease.
     40.  Multiple  Buildings.  If the  Premises are part of a group of building
controlled  by Lessor,  Lessee agrees that it all abide by, keep and observe all
reasonable rules and regulations  which  regulations  which Lessor may make from
time to time for the management,  safety,  care, and cleanliness of the grounds,
the parking and  unloading of vehicles and the  preservation  of good order,  as
well  as for the  convenience  of  other  occupants  or  tenants  of such  other
buildings and their invitees,  and that Lessee will pay its fair share of common
expenses incurred in connection therewith.
     41. Security Measures.  Lessee hereby  acknowledges that the rental payable
to Lessor hereunder does not include the cost of guard service or other security
measures,  and that Lessor shall have no obligation  whatsoever to provide same.
Lessee assumes all  responsibility  for the protection of the Premises,  Lessee,
its agents and invitees and their property from the acts of third parties.
     42.  Reservations.  Lessor reserves to itself the right, from time to time,
to grant,  without the consent or joinder of Lessee, such easements,  rights and
dedications that Lessor deems necessary,  and to cause the recordation of parcel
maps and restrictions,  so long as such easement, rights, dedications,  maps and
restrictions  do not  unreasonably  interfere  with the use of the  Premises  by
Lessee.  Lessee agrees to sign any documents  reasonably  requested by Lessor to
effectuate any such easement rights, dedication, map or restrictions.
     43.  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  suite 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.
     44. 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 duty authorized to execute and
deliver this 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.
     45. Conflict. Any conflict between the printed provisions of this Lease and
the typewritten or handwritten provisions shall be controlled by the typewritten
of handwritten provisions.
     46.  Offer.  Preparation  of this  Lease by  Lessor or  Lessor's  agent and
submission  of same to Lessee  shall not be deemed an offer to lease to  Lessee.
This Lease is not intended to be binding until executed by all Parties hereto.
     47. 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 obtaining of normal financing or refinancing of the property
of which the Premises are a part.
     48. Multiple  Parties.  Except as otherwise  expressly  provided herein. If
more than one person or entity is named herein as either  Lessor or Lessee,  the
obligations   of  such   Multiple   Parties  shall  be  the  joint  and  several
responsibility of all persons or entities named herein as such Lessor or Lessee.

LESSOR AND LESSEE HAVE  CAREFULLY READ AND REVIEWED THIS LEASE AND EACH TERM AND
PROVISION  CONTAINED  HEREIN,  AND BY THE  EXECUTION  OF THIS  LEASE  SHOW THEIR
INFORMED AND VOLUNTARY  CONSENT  THERETO.  THE PARTIES HEREBY AGREE THAT, AT THE
TIME THIS LEASE IS EXECUTED, THE TERMS OF THIS LEASE ARE COMMERCIALLY REASONABLE
AND  EFFECTUATE  THE INTENT AND PURPOSE OF LESSOR AND LESSEE WITH RESPECT TO THE
PREMISES.

IF THIS LEASE HAS BEEN FILLED IN, IT HAS BEEN  PREPARED FOR  SUBMISSION  TO YOUR
ATTORNEY FOR HIS APPROVAL.  FURTHER, EXPERTS SHOULD BE CONSULTED TO EVALUATE THE
CONDITION OF THE PROPERTY AS TO THE POSSIBLE PRESENCE OF ASBESTOS, STORAGE TANKS
OR HAZARDOUS  SUBSTANCES.  NO  REPRESENTATION  OR  RECOMMENDATION IS MADE BY THE
AMERICAN  INDUSTRIAL REAL ESTATE  ASSOCIATION OR BY THE REAL ESTATE BROKER(S) OR
THEIR AGENTS OR  EMPLOYEES AS TO THE LEGAL  SUFFICIENCY,  LEGAL  EFFECT,  OR TAX
CONSEQUENCES OF THIS LEASE OR THE  TRANSACTION TO WHICH IT RELATES:  THE PARTIES
SHALL RELY SOLEY UPON THE ADVICE OF THEIR OWN  COUNSEL,  AS TO THE LEGAL AND TAX
CONSEQUENCES OF THIS LEASE. IF THE SUBJECT  PROPERTY IS LOCATED IN A STATE OTHER
THAN CALIFORNIA, AN ATTORNEY FROM THE STATE WHERE THE PROPERTY IS LOCATED SHOULD
BE CONSULTED.

The parties hereto have executed this Lease at the place on the dates  specified
above to their respective signatures.

Executed at Santa Teresa, New Mexico          Executed at El Paso, Texas
on December 5, 1996                           on November 30, 1996
by LESSOR: Santa Teresa Limited               by LESSEE: FARAH U.S.A., INC.
Partnership
BY:        /s/ Paul J. Martini                BY:    /s/ Timothy B. Page
Title:     Partner                            Title: Executive Vice President
                                                     and Chief Operating Officer
<PAGE>

                                                         ANNEX TO EXHIBIT 10.58


                ADDENDUM TO STANDARD INDUSTRIAL/COMMERCIAL LEASE

                    Between Santa Teresa Limited Partnership
                                       and
                               Farah U.S.A., Inc.


         THIS  ADDENDUM is made and entered into pursuant to Section 1.12 of the
Standard  Industrial/Commercial  Single-Tenant  Lease-Net  dated the date hereof
(the "Lease") between Santa Teresa Limited Partnership or its nominee or trustee
(the  "Lessor")  and Farah  U.S.A.,  Inc. (the  "Lessee").  This Addendum  shall
constitute a part of, and be incorporated within, the Lease for all purposes.

         1.       Build to Suit Provisions.

         (a) The Lease is a build to suit  lease,  with the Lessor  constructing
improvements  (as more  particularly  described in the hereinafter  defined Work
Letter,  the  "Improvements") on the real property described on Exhibit A to the
Lease  (the "Real  Estate")  and on the terms  specified  herein and in the Work
Letter attached as Exhibit B to the Lease (the "Work Letter").

         (b)  Notwithstanding  the Commencement Date as specified in Section 1.3
of the  Lease,  upon the  execution  of the Lease by both  parties  hereto  (the
"Execution  Date"),  it shall be binding  upon each for all  purposes.  Upon the
Execution  Date,  the Lessor shall commence the process of  construction  of the
Improvements as provided in the Work Letter.

         (c) The Commencement Date of the Lease shall be the earlier of the date
on which (i) a Certificate of Occupancy  ("Certificate  of Occupancy") is issued
by the appropriate governmental authority for the Improvements to be constructed
on the Real  Estate;  (ii) the Lessee  takes  possession  of not less than fifty
percent  (50%) of the Premises  for purposes of  production  or  operation,  but
excluding specifically possession for purposes of installation or storage of any
trade  fixtures or other  personal  property or for performing the Tenant's Work
(as defined in the Work  Letter);  (iii) the Premises  would have been Ready for
Occupancy but for Tenant  Delays (each as defined in the Work  Letter);  or (iv)
the Improvements  are Ready for Occupancy,  and shall continue in full force and
effect  for the  period of time  specified  as the  Original  Term (as it may be
extended  in  accordance  with the  Lease) or until the Lease is  terminated  as
otherwise provided therein.

         2.       Base Rent Paid Upon Execution; Proration of Rent.

         Lessee  understands  that the Base Rent described in Section 1.6 of the
Lease  ("Prepaid  Rent")  which  Base  Rent is for the first  full  month of the
Original Term following the Commencement  Date, shall be paid to Lessor upon the
Execution  Date. If the Original  Term  commences (or ends) on a date other than
the first (or last) day of a month,  the  Lessee  shall pay on the  Commencement
Date or first day of the last month a pro rata portion of Base Rent, prorated on
a per diem basis with  respect to the portion of the month  within the  Original
Term.

         3.  Base Rent Adjustment.

         Base Rent payable pursuant to Section 1.5 of the Lease shall be subject
to adjustment as provided in Section 6.2(b) below.

         Base Rent payable pursuant to Section 1.5 of the Lease shall be subject
to adjustment, such that (i) commencing with the payment of Base Rent due on the
61st month during the Original  Term and  continuing  through and  including the
payment of Base Rent due on the 120th month during the Original Term,  Base Rent
shall be payable  monthly in the amount of $65,313 and (ii)  commencing with the
payment  of Base  Rent due on the  121st  month  during  the  Original  Term and
continuing  through and  including the final payment of Base Rent due during the
Original Term, Base Rent shall be payable monthly in the amount of $71,844.

         4.  Certain Sewage Assessments; Indemnity; Sewer System Escrow Account.

         Notwithstanding  Section  10.2 of the Lease,  the term  "Real  Property
Taxes" shall expressly exclude any (i) governmental assessments for improvements
or additions to the sanitary  sewer system  applicable  to the Premises that are
not in existence as of the date hereof and (ii)  extraordinary  assessments made
in connection with such sanitary sewer system, provided,  however, that for this
purpose,  the term "assessments" and the term "extraordinary  assessments" shall
not include sewage rate increases  generally  applicable to the Premises  during
the term of the Lease,  and Lessee agrees to pay all such sewage rate  increases
generally applicable to the Premises. Lessor agrees to indemnify and hold Lessee
harmless from the cost of any (i)  governmental  assessments for improvements or
additions  to the  sewer  system  applicable  to the  Premises  that  are not in
existence  as of the date  hereof  and (ii)  extraordinary  assessments  made in
connection  with such sanitary  sewer system.  Lessor further agrees that in the
event  Lessor  should  default  in  the  payment  of  such  assessments   and/or
extraordinary  assessments  upon thirty (30) days prior written notice to Lessor
and to any mortgagee of the Premises whose name and address Lessor has furnished
to Lessee,  Lessee  shall have the right to offset  against  Base Rent an amount
equal to the amount of any such assessment or extraordinary  assessment actually
paid by Lessee to any governmental authority.

         In  addition to the  foregoing,  Lessor  further  agrees that if Lessee
shall exercise its Purchase Option as described in Section 6.2(a) below,  and if
on the Closing Date of the sale and purchase of the Premises,  all of the pipes,
equipment  and  related  improvements  (the  "Sewer  System")  required  for the
operation  of the  sanitary  sewer  system  serving the  Premises  have not been
installed and are operational,  then Lessee shall be entitled to retain from the
Purchase  Price  for the  Premises  an  amount  equal to the  estimated  cost to
complete  the Sewer  System and to deposit  such amount in an  interest  bearing
account (the "Sewer System Escrow Account")  established by Lessor and Lessee at
Texas Commerce Bank National  Association in El Paso,  Texas.  The parties shall
attempt to agree upon the estimated  cost to complete the Sewer  System.  If the
parties are unable to agree upon the estimated  cost of the Sewer  System,  then
prior to Closing each of the parties  shall  select an engineer  licensed in the
State of New Mexico. The two engineers shall select and employ on their behalf a
third  engineer  (the  "Final  Engineer")  who shall be licensed in State of New
Mexico. The Final Engineer shall estimate the cost to complete the Sewer System.
Lessor  agrees that Lessee may deposit in the Sewer System  Escrow  Account from
the Purchase  Price an amount equal to the Final  Engineer's  estimated  cost to
complete the Sewer System.

         Upon completion of the Sewer System, which completion the parties agree
shall be conclusively presumed to have occurred upon Lessee's receipt of written
notice  from the County of Dona Ana,  New  Mexico,  that all permits or licenses
required  by  applicable  law for the  operation  of the sewer  system have been
issued,  the Sewer System Escrow  Account,  and all interest  earnings  thereon,
shall be released  and paid by the escrow agent to Lessor.  Upon request  Lessee
agrees to  execute  and  deliver  to Lessor  and/or  the  escrow  agent  written
instructions  authorizing  and  directing  the escrow agent to release the Sewer
System Escrow Account to Lessor. The parties agree to equally bear (i) all costs
and fees  associated  with or  incurred by the three  engineers  utilized by the
parties,  and (ii) the cost of  establishing  the Sewer System  Escrow  Account,
including,  without limitation, the fees of the escrow agent, and to execute and
deliver all such  documents as the engineers  and/or escrow agent may reasonably
request.

         5.       Lessor Assignment.

         It is understood  and agreed that the Lessor may assign all or any part
of its interest in the Lease to any person  whatsoever at any time and from time
to time during the term of the Lease without consent of or notice to the Lessee;
provided  that the  Lessor  agrees to  provide  reasonable  notice to the Lessee
following any such assignment.

         6.       Options.

         6.1      Lease Options.

         (a) The Lessee shall have the option (each a "Lease  Option") to extend
the Original Term of the Lease by five years (the "First Renewal Term"), and, in
the event a Lease Option is exercised  for the First Renewal Term, to extend the
term of the Lease for an additional five year period (the "Second Renewal Term")
beyond  the  expiration  of the First  Renewal  Term.  A Lease  Option  shall be
exercisable  by the Lessee by providing  the Lessor with  written  notice of the
Lessee's  exercise of the Lease Option on or before the 120th day  preceding the
last day of the Original  Term or the First  Renewal  Term,  as the case may be.
Once  provided  to the Lessor in  accordance  herewith,  an  exercise of a Lease
Option shall be irrevocable.

         (b) Each  Renewal  Term  shall be on the same terms and  provisions  as
provided in the Lease;  provided that (i) during the First  Renewal  Term,  each
monthly payment of Base Rent shall be in the amount of $79,028,  and (ii) during
the  Second  Renewal  Term,  each  monthly  payment of Base Rent shall be in the
amount of $86,931.

         6.2      Purchase Option.

         (a) In  consideration  of  Lessee's  payment  of  Prepaid  Rent  on the
Execution Date pursuant to Section 1.6 of the Lease, and its other covenants and
agreements in the Lease,  subject to the terms and conditions  specified  herein
and provided no Event of Default has occurred and is  continuing,  Lessor hereby
grants to Lessee the option (the  "Purchase  Option") to purchase the  Premises,
including,  without limitation, the Real Estate and Improvements,  for an amount
(the "Purchase Price") equal to Lessor's cost of the Real Estate and the Cost of
Construction of the  Improvements  (as defined below),  not to exceed the sum of
$6,755,000, less:

     (i) the  unapplied  balance,  if any, of the Security  Deposit  retained by
Lessor on the Closing Date;

     (ii) an amount equal to the aggregate  amount of principal  reduction which
occurs during the period  commencing on the Commencement  Date and ending on the
Closing Date which amount shall be  calculated on the basis of the actual amount
of principal  amortized and paid by Lessor under the terms of Lessor's  purchase
money,  construction and permanent  financing of the Real Estate and/or the Cost
of the Improvements,  excluding optional  prepayments of principal,  if any, and
any penalty or premium in connection with such prepayments, paid by Lessor under
the terms of such financing; and

     (iii) if the Closing  Date  occurs on or before  thirty (30) days after the
Commencement Date, the pro rata unearned portion of the Prepaid Rent paid on the
Execution Date pursuant to Section 1.6 of the Lease.

         As used herein,  the term "Cost of  Construction  of the  Improvements"
shall  include  all of the  costs  set  forth in the  Construction  Budget  (the
"Construction  Budget"),  dated October 22, 1996,  attached hereto as Exhibit C,
which  are  based  on  the  Construction   Specifications   (the   "Construction
Specifications")  attached hereto as Exhibit D, including,  without  limitation,
hard costs, soft costs and general and administrative  items. To the extent that
any of the hard costs, soft costs and general and administrative  costs prove to
be less than as  projected  in the  Construction  Budget for any reason then the
Cost of Construction of the Improvements  shall be reduced to reflect the actual
cost amounts incurred.  To the extent that any of the hard costs, soft costs and
general  and  administrative  costs  prove to be more than as  projected  in the
Construction  Budget,  the Cost of  Construction of the  Improvements  shall not
increase  unless the increased  costs result from or arise out of a request from
Lessee to change the Construction Specifications. Lessee agrees that any changes
to the  Construction  Specifications  must be  submitted  by Lessee to Lessor in
writing and approved by Lessor.  Unless Lessee  specifically  requests Lessor to
increase  the size of the  building  site,  Lessor  agrees that the cost of Real
Estate shall not increase. In no event shall general overhead and administrative
costs set forth in the Construction Budget exceed the sum of $250,000.00. Lessor
warrants  and  represents  to  Lessee  that  there  will be no  offsite  utility
improvement costs included in the Cost of Construction of the Improvements.

         (b) To the extent that the Cost of Construction of the  Improvements is
less than the sum of $6,755,000,  Lessor agrees to use its best faith efforts to
recalculate  the Base Rent due  hereunder in an equitable  manner to reflect the
actual Cost of Construction of the Improvements.

         (c)  Subject  to the terms of Section  6.2(d)(i)  below  governing  the
Closing  Date,  to exercise  the  Purchase  Option,  the Lessee must provide the
Lessor with written notice of its exercise at any time within eleven (11) months
from the  Commencement  Date (the  "Notice").  Failure to exercise  the Purchase
Option other than as, when and in complete  conformity  with the terms specified
herein shall render the Purchase  Option null,  void and of no force and effect.
Without  limiting  the  foregoing,  it is expressly  understood  and agreed that
failure of the Lessee to provide the Notice when required  hereunder  will cause
the  Purchase  Option to  terminate  without  any  further act or deed of either
party.

         (d) Within 30 days following  delivery by the Lessee of the Notice, the
Lessor and the Lessee  shall  execute  and  deliver a contract  of sale or other
similar  document  pertaining to the purchase of the Premises by the Lessee (the
"Contract"),  in form and substance  reasonably  satisfactory  to each party and
their respective  counsel.  Each party agrees to use its best good faith efforts
in the negotiation  and  preparation of the Contract,  and it is agreed that the
Contract  shall be usual and  customary  in  commercial/industrial  real  estate
transactions  in New Mexico;  provided  that, in any event,  the Contract  shall
provide that:

     (i) the closing date (the "Closing" or the "Closing  Date") of the purchase
of the Real Estate and  Improvements  shall be specified by Lessee in the Notice
provided,  however,  in no event  shall  the  Closing  occur  more than 120 days
following the date of delivery of the Notice to Lessor or more than one (1) year
from the Commencement Date;

     (ii) at the Closing, the Lessor shall deliver, or cause to be delivered, to
the Lessee at the Lessor's sole cost, each of the following items:

     (A) a warranty deed, duly executed and acknowledged by the Lessor,  in form
and substance reasonably satisfactory to the Lessee,  conveying good, marketable
fee  simple  title in the  Premises,  free and  clear of any and all  liens  and
encumbrances except the lien for current taxes not yet due and payable,  subject
only to easements, reservations,  patents, and other matters appearing of record
on the date of the Lease,  the terms of the Lease,  and any other reasonable and
specified permitted exceptions;

     (B) if the  Lessor is not a "foreign  person"  as  defined  in the  Federal
Foreign  Investment  in Real  Property Tax Act of 1980 and the Tax Reform Act of
1984, as amended, a certificate so stating in a form complying with such laws;

     (C) an owner's  policy of title  insurance  with  respect  to the  Premises
issued by a title company licensed to do business in the State of New Mexico and
reasonably acceptable to the Lessee; and

     (D) such other documents  reasonably  required by the Lessee for the better
conveyance and sale of the Premises.

     (iii) at the  Closing,  the  Lessee  shall pay the  Purchase  Price for the
Premises  in  immediately  available  funds,  and deliver  such other  documents
reasonably  required  by the Lessor for the  better  conveyance  and sale of the
Premises; and

     (iv) general  real estate  taxes for the then current year  relating to the
Premises  shall be  prorated  as of the date of Closing and shall be adjusted in
cash at the Closing. If the Closing shall occur before the tax rate is fixed for
the then current year, the apportionment of taxes shall be upon the basis of the
tax rate for the next preceding year applied to the latest assessed valuation.

         (e) In the event  that the Lessee  states in the  Notice  that all or a
portion of the Purchase  Price is to be funded  through the issuance and sale by
the County of Dona Ana, New Mexico, of industrial  development  revenue bonds or
similar  securities  (the "Bonds")  under the  provisions of Sections  4-59-1 to
4-59-16 New Mexico Statutes Annotated, 1978 Compilation, as amended (the "Act"),
the Lessor  agrees,  at the sole cost and expense of the Lessee,  to  reasonably
cooperate  with the Lessee and the County in the obtaining of the financing from
the County under the Act, including without limitation permitting legal title to
the Premises to be conveyed to the County as contemplated by the Act.

         (f) Except as provided in (d) above,  neither the  Purchase  Option nor
the rights of the Lessee under the Contract may be assigned by the Lessee to any
person, and any such attempt shall render, unless the Lessor otherwise elects in
its sole  discretion,  the Purchase Option and/or the rights of the Lessee under
the Contract null, void and of no force and effect.

         7.       Mutual Termination of the Lease.

         (a) It is the desire of the Lessor and the Lessee that the Lessee shall
be able to exercise the  Purchase  Option  pursuant to Section  6.2(a) above and
finance the payment of the Purchase  Price  through the issuance and sale of the
Bonds  under the Act.  In the  event  that the  County  fails to issue the Bonds
within a period of time  sufficient  to allow the  Closing  to occur by the time
specified in Section 6.2(d)(i) above on terms and conditions satisfactory to the
Lessor and the Lessee,  then, by written  instrument  executed by the Lessor and
the Lessee,  the parties may elect to  terminate  the Lease,  whereupon it shall
terminate and no longer be binding on either the Lessor or the Lessee, except as
may be expressly provided therein.

         (b) The determination of each of the Lessor and the Lessee to terminate
the  Lease  under  this  Section 7 shall be  exercised  by each of them in their
respective sole and absolute  discretion,  without any  requirement,  express or
implied, of reasonableness or good faith being applicable thereto.

         8.       Acquisition of Real Estate.

         The Lessee understands that, as of the date of the Lease, the Lessor is
not the owner of the Real Estate  described on Exhibit A which is to  constitute
part of the Premises leased to the Lessee under the Lease.  Notwithstanding  any
provision hereof to the contrary, the Lease shall terminate and be of no further
force or effect in the event that the Lessor has not  acquired  fee simple title
to the Real Estate by December 31, 1996.

         9.       Approval by Farah Board of Directors.

         Notwithstanding  any provision hereof to the contrary,  the Lease shall
terminate  and be of no  further  force or effect  in the event  that all of the
terms of the Lease are not  unconditionally  approved by (i)  Lessee's  Board of
Directors on before  December 4, 1996,  and (ii)  Lessee's  lenders on or before
December 15, 1996.  Lessee  agrees to notify Lessor in writing on or before 5:00
p.m. on December 4, 1996,  if approval  has been  obtained by Lessee's  Board of
Directors,  and to notify  Lessor in writing on or before  5:00 p.m. on December
15, 1996, if approval has been obtained by Lessee's lenders.

         10.      Collateral Assignment of Lease.

         Notwithstanding  any provision  hereof to the  contrary,  to secure the
payment of  indebtedness  due by Lessee,  Lessee  shall have the right,  without
Lessor's  consent or  approval,  to assign  and  transfer  its right,  title and
interest in, to and under the Lease, provided, however, no such assignment shall
require  Lessor to amend or  modify  the terms of the  Lease.  Lessee  agrees to
notify Lessor of the name and address of any assignee under any such  collateral
assignment.

         11.      Subordination of Landlord's Lien.

         Notwithstanding  any  provision  hereof to the  contrary,  upon request
Lessor  agrees to execute and  deliver to Lessee,  or to  Lessee's  lenders,  an
agreement,  in form and  substance  reasonably  acceptable to Lessor and Lessee,
subordinating any  constitutional,  statutory or contractual  landlord's lien in
favor of Lessor upon or against any of Lessee's  personal  property,  including,
without limitation, inventory, accounts, fixtures and equipment, which is at any
time is located in or upon the Premises.

         12.      Alteration of Electrical/Mechanical Systems.

         Notwithstanding any provision hereof to the contrary, Lessee shall have
the right,  without  Lessor's  consent or  approval,  at Lessee's  sole cost and
expense,  to  rewire,  move,  add,  and/or  modify  all  or any  portion  of the
electrical  and/or  mechanical  systems  located  within  the  Premises  to meet
Lessee's electrical and mechanical requirements upon the following conditions:

     (i) Lessee  agrees to  furnish  Lessor  with a  complete  copy of its plans
detailing all of the proposed  alterations,  additions or  modifications  to the
existing  electrical  and/or  mechanical  systems not less than thirty (30) days
prior to the  commencement of any work.  Lessor shall have a period of seven (7)
days from the date of Lessor's  receipt of  Lessee's  plans to review the plans,
and, if Lessor objects to such plans,  to notify Lessee of Lessor's  objections.
Lessor's objections shall be stated in writing with reasonable detail. If Lessee
is unable or unwilling to cure Lessor's  objections prior to the commencement of
work, then Lessee may nevertheless proceed with improvements contemplated by the
plans but Lessee  agrees that  Lessor  shall have the right,  at its option,  to
require Lessee,  at its cost and expense,  upon the expiration or termination of
the Lease to restore the electrical and/or mechanical systems to their condition
and configuration existing on the Commencement Date of the Lease. In such event,
prior to the  commencement  of work  Lessee  agrees to  execute  and  deliver to
Lessor,  in  form  and  substance  reasonably  acceptable  to  Lessor,  Lessee's
agreement to restore the electrical and mechanical systems as herein provided.

     (ii) Lessee shall comply with all applicable  laws, codes or regulations in
connection  with the any work  performed  by Lessee,  its  agents or  employees,
within the Premises.

     13. Prepaid Rent Escrow Account. Notwithstanding the provisions of Sections
1.6 of the Lease,  the parties agree that the Prepaid Rent paid by Lessee on the
Execution Date shall be deposited by Lessee in an interest  bearing account (the
"Prepaid  Rent Escrow  Account")  established  by Lessor at Texas  Commerce Bank
National Association in El Paso, Texas.

         The parties  further agree that in the event the Lease is terminated in
accordance with the terms hereof prior to Lessor's  commencement of construction
of the  Improvements,  then the Prepaid  Rent Escrow  Account,  and all interest
earnings thereon,  shall be released and paid by the escrow agent to Lessee, and
Lessor  agrees to execute  and  deliver to Lessee  and/or the escrow  agent upon
request  written  instructions  authorizing  and  directing  the escrow agent to
release the Prepaid Rent Escrow Account to Lessee.

         If the Lease is not  terminated  in  accordance  with the terms  hereof
prior to the commencement of the construction of Improvements,  then the parties
agree  that on such date the  Prepaid  Rent  Escrow  Account,  and all  interest
earnings thereon, shall be released and paid by the escrow agent to Lessor to be
held,  used,  applied or retained by Lessor  pursuant to the terms of the Lease.
Lessee  agrees to execute  and  deliver to Lessor  and/or the escrow  agent upon
request  written  instructions  authorizing  and  directing  the escrow agent to
release the Prepaid Rent Escrow Account to Lessor.  The parties agree to equally
bear the cost of  establishing  the  Prepaid  Rent  Escrow  Account,  including,
without limitation, the fees of the escrow agent, and to execute and deliver all
such  documents  as the  escrow  agent  may  reasonably  request  in  connection
therewith.

         14. Security Deposit Escrow Account.  Notwithstanding the provisions of
Sections 1.7 and 5 of the Lease,  the parties agree that the Security Deposit to
be paid by Lessee  on the  Execution  Date  shall be  deposited  by Lessee in an
interest bearing account (the "Security Deposit Escrow Account")  established by
Lessor at Texas Commerce Bank National Association in El Paso, Texas.

         The parties  further agree that in the event the Lease is terminated in
accordance  with the  terms  hereof  prior to the  Commencement  Date,  then the
Security Deposit Escrow Account,  and all interest  earnings  thereon,  shall be
released  and paid by the escrow agent to Lessee,  and Lessor  agrees to execute
and deliver to Lessee and/or the escrow agent upon request written  instructions
authorizing  and  directing  the escrow  agent to release the  Security  Deposit
Escrow Account to Lessee.

         If the Lease is not  terminated  in  accordance  with the terms  hereof
prior to the Commencement  Date, then the parties agree that on the Commencement
Date (i) the Security  Deposit shall be released and paid by the escrow agent to
Lessor to be held, used,  applied or retained by Lessor pursuant to the terms of
Section 5 of the Lease, and (ii) all interest earnings thereon shall be released
and paid by the escrow agent to Lessee.  Lessee agrees to execute and deliver to
Lessor and/or the escrow agent upon request written instructions authorizing and
directing  the  escrow  agent to release  the  Security  Deposit to Lessor.  The
parties  agree to equally bear the cost of  establishing  the  Security  Deposit
Escrow Account, including, without limitation, the fees of the escrow agent, and
to execute and deliver all such  documents  as the escrow  agent may  reasonably
request in connection therewith.

         EXECUTED AND DELIVERED as of November 30, 1996.

                                   SANTA TERESA LIMITED PARTNERSHIP

                                   By: AIR PARK, INC., General Partner

                                   By:               /s/ Paul J. Martini
                                   Name:             Paul J. Martini
                                   Its:              Partner

                                   FARAH U.S.A., INC.

                                   By:               Timothy B. Page
                                   Name:             Timothy B. Page
                                   Its:              Executive Vice President
                                                     Chief Operating Officer

                                   FARAH INCORPORATED

                                   By:               Timothy B. Page
                                   Name:             Timothy B. Page
                                   Its:              Executive Vice President
                                                     Chief Operating Officer
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