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EXHIBIT 10.13

                            AMENDMENT NO. 2 TO LEASE
                            ------------------------

                                  JULY 31, 2003
                                  -------------


         THIS AMENDMENT NO. 2 TO LEASE ("THIS AMENDMENT"), dated for reference
purposes only as of July 29, 2003, is made and entered into by and between BKC
HOLDINGS, LLC ("LANDLORD"), a California limited liability company, and CHRISTIE
PETERSEN DEVELOPMENT ("TENANT"), a California corporation doing business as "CPI
Development," for the purpose of amending and modifying the terms of that
certain Single Tenant Industrial Lease for premises located at 8513 Rochester
Avenue, Rancho Cucamonga, California, entered into by and between Watson Land
Company ("WATSON"), a California corporation, as landlord, and Tenant, dated
April 9, 2002, with Lease Rider No. 1, as subsequently amended by that certain
Amendment No. I to Lease dated as of January 28, 2003 (said lease and rider, as
so amended, being herein referred to as "THE LEASE"). Capitalized terms not
otherwise defined in this Amendment shall have the meanings ascribed to them in
the Lease.

                                    RECITALS
                                    --------

         WHEREAS, on or about July 15, 2003, Watson, as seller, and Robert K.
Christie and Sandra E. Christie ("THE CHRISTIES"), as joint tenants, as buyer,
entered into THAT certain Agreement of Purchase and Sale and Joint Escrow
Instructions ("THE PURCHASE AGREEMENT") respecting the sale of the property
therein defined and including, without limitation, the Premises, and the
assignment of the Lease.

         WHEREAS, on or about July 17, 2003, Christies and Landlord entered into
that certain Assignment of Rights under the Purchase Agreement by which THE
Christies assigned their rights under the Purchase Agreement to Landlord,
pursuant to the terms and conditions thereof.

         WHEREAS, on or about July 31, 2003 ("THE CLOSING DATE"), Watson and
Landlord entered into that certain Assignment of Lease by which Watson assigned
all its estate, right, title and interest in and to the Lease to Landlord, and
Landlord assumed the performance of all of the terms, covenants and conditions
imposed upon Watson under the Lease accruing or arising on or after the date
thereof.

         WHEREAS, Landlord and Tenant now desire to amend the Lease to extend
the term thereof, change the rent owed thereunder, and modify certain other
provisions thereof, as specified in this Amendment, all pursuant to the terms
and conditions hereof.

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                                    AGREEMENT
                                    ---------

         NOW, THEREFORE, for good and valuable consideration the receipt and
sufficiency of which are hereby acknowledged, and in reliance upon the foregoing
recitation of facts, the parties hereby agree as follows:

         1.       LEASE TERM.

                  1.1      EXTENSION. The "Termination Date," as defined in
                           Paragraph 1.4 of the Lease, is hereby extended to
                           December 31, 2013, and the "Lease Term," as defined
                           in Paragraph 3.1, shall be deemed to end on December
                           31, 2013, unless earlier terminated pursuant to the
                           terms and conditions of the Lease.

                  1.2.     NO OPTION TO EXTEND OR RENEW. Paragraph 1 of Lease
                           Rider No. 1, and Paragraphs 2, 3 and 4 of Amendment
                           No. 1 to Lease {relating to options to extend the
                           Lease Term and changes in the Minimum Rent) are
                           hereby deleted in their entirety. Tenant shall have
                           no option to extend the Lease Term or renew the
                           Lease.

         2.       RENT.

                  2.1.     MINIMUM RENT. Effective as of the first full calendar
                           month following the Closing Date, the Minimum Rent,
                           as defined in Paragraph 4.1 of the Lease, shall be:
                           Thirteen Thousand, Seven Hundred Dollars and No Cents
                           ($13,700.00).

                  2.2.     MINIMUM RENT ANNUAL INCREASE. Commencing on January
                           1, 2005, and on each January 1st thereafter during
                           the Lease Term, the Minimum Rent shall increase by
                           four percent (4%) of the Minimum Rent due for the
                           immediately preceding calendar month.

                  2.3.     REAL ESTATE TAXES AND ASSESSMENTS.

                           2.3.1.   Effective as of the first fill calendar
                                    month following the Closing Date, the first
                                    two sentences of Paragraph 5.1 of the Lease
                                    shall be deleted in their entirety and
                                    replaced in full as follows: "Tenant
                                    covenants and agrees to pay to Landlord, as
                                    additional rent hereunder, all real estate
                                    taxes and assessments, and installments
                                    thereof which may be taxed, charged, levied,
                                    assessed or imposed during any fiscal tax
                                    year occurring during the Lease Term (and
                                    any extensions or renewals thereof) upon all
                                    or any portion of or in relation to the
                                    Premises and the Land. In the partial fiscal
                                    tax year in which the Lease Term shall
                                    terminate, such taxes and assessments shall
                                    be

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                                    prorated on a daily basis (using a 365-day
                                    year), and Tenant's payment obligations
                                    shall be computed accordingly."

                           2.3.2.   Paragraph 1.8 of the Lease, and all other
                                    references to "Annual Tax Base Amount, @ are
                                    hereby deleted, it being the intention of
                                    the parties that Tenant pay the full amount
                                    of Areal estate taxes, @ as defined in
                                    Paragraph 5.4, in accordance with the
                                    provisions of this Amendment.

                  2.4.     INSURANCE.

                           2.4.1.   Effective as of the first full calendar
                                    month following the Closing Date, the fifth
                                    sentence of Paragraph 8.1 of the Lease shall
                                    be deleted in its entirety and replaced in
                                    full as follows: "Tenant covenants and
                                    agrees to pay to Landlord, as additional
                                    rent hereunder, all premiums and related
                                    fees for the insurance specified in this
                                    Paragraph 8.1."

                           2.4.2.   Effective as of the first full calendar
                                    month following the Closing Date, the
                                    seventh sentence of Paragraph 8.1 of the
                                    Lease shall be deleted in its entirety and
                                    replaced in full as follows: "in the
                                    insurance policy year in which the Lease
                                    Term shall terminate, such insurance
                                    premiums and fees shall be prorated on a
                                    daily basis (using a 365-day year), and
                                    Tenant's payment obligations shall be
                                    computed accordingly."

                           2.4.3.   Paragraph 1.9 of the Lease, and all other
                                    references to "Annual Insurance Base
                                    Amount," are hereby deleted, it being the
                                    intention of the parties that Tenant pay the
                                    full amount of the insurance premiums and
                                    fees owed for the insurance specified in
                                    Paragraph 8.1, in accordance with the
                                    provisions of this Amendment.

         3.       NOTICE TO LANDLORD. The second to last sentence of Paragraph
                  26.6 is hereby deleted in its entirety and replaced in full as
                  follows: "Notices or demands to Landlord shall be given to
                  Landlord at the Premises address, marked to the attention of
                  Robert K. Christie, Manager, BKC Holdings, LLC."

         4.       EFFECTIVE DATE; INTERPRETATION AND CONSTRUCTION. This
                  Amendment shall be deemed effective as of the Closing Date, or
                  such other later date that the Assignment of Lease from Watson
                  to Tenant became effective. This Amendment, together with the
                  Lease, constitutes the entire agreement between Landlord and
                  Tenant concerning the subject matter hereof. Landlord and
                  Tenant acknowledge and agree, and represent and warrant, that
                  as of the Closing Date, the Lease is in full force and effect,
                  and, except as expressly modified by this Amendment, the Lease
                  shall be and remain in full force

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                  and effect. This Amendment can only be modified or amended in
                  the manner set forth in Paragraph 26.12 of the Lease.

         IN WITNESS WHEREOF, and intending to be legally bound hereby, Landlord
and Tenant have executed this Amendment as of the Closing Date.

                             LANDLORD:


                                      BKC Holding, LLC,
                                          a California limited liability company


                                      By: /S/ ROBERT K. CHRISTIE
                                          --------------------------------------
                                              Robert K. Christie,
                                              Manager



                             TENANT:

                                      Christie-Petersen Development,
                                          a California corporation,
                                          doing business as "CPI Development"


                                      By: /S/ ROBERT K. CHRISTIE
                                          --------------------------------------
                                              Robert K. Christie,
                                              President