730 Seventeenth Street Suite 500
                                         Denver, Colorado  80202  (303) 892-1111
Frederick Ross Company                                  Telefax:  (303) 892-6338
                                               102 South Tejon Street Suite 1010
                               Colorado Springs, Colorado  80903  (719) 578-1111
                                                        Telefax:  (719) 578-5993

                          INDUSTRIAL SUB LEASE - GROSS


1. Parties.  This Lease,  dated, for reference purposes only, December 18, 1997,
is made by and between  Modern  Plastics,  Inc.  (herein  called  "Lessor")  and
OraLabs, Inc. (herein called "Lessee").

2.  Premises.  Lessor  hereby leases to Lessee and Lessee leases from Lessor for
the term, at the rental,  and upon all of the conditions set forth herein,  that
certain  real  property  situated in the County of Arapahoe  State of  Colorado,
commonly known as Easterly 6,000 sq. ft. of 2810 S. Raritan, Englewood, Colorado
80110 and  described  as All Lot 4 and South 30 feet of lot 3 TOG with por Lot 6
Ely of adj to SD Lot 4 and SD S 30 Ft. of Lot. Said real property  including the
land and all improvements therein, is herein called "the Premises".

3.  Term.

     3.1  Term.  The  term of this  Lease  shall  be for 18  Months  and 13 days
commencing  on  December  19,  1997 and ending on June 30,  1999  unless  sooner
terminated pursuant to any provision hereof.

     3.2 Delay in Possession. Notwithstanding said commencement date, if for any
reason Lessor cannot deliver  possession of the Premises to Lessee on said 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 be obligated to pay
rent until possession of the Premises is tendered to Lessee, provided,  however,
that if Lessor shall not have delivered  possession of the Premises within sixty
(60) days from said commencement date, Lessee may, at Lessee's option, by notice
in writing to Lessor  within ten (10) days  thereafter,  cancel this  Lease,  in
which event the parties  shall be  discharged  from all  obligations  hereunder;
provided further, however, that if such written notice of Lessee is not received
by Lessor within said ten (10) day period,  Lessee's  right to cancel this Lease
hereunder shall terminate and be of no further force or effect.

     3.3  Early  Possession.  If  Lessee  occupies  the  Premises  prior to said
commencement  date,  such occupancy  shall be subject to all provisions  hereof,
such occupancy shall not advance the termination date, and Lessee shall pay rent
for such period at the initial monthly rates set forth below.

4. Rent.  Lessee shall pay to Lessor as rent for the Premises,  monthly payments
of $2250.00, in advance, on the 1st day of each month of the term hereof. Lessee
shall pay Lessor upon the  execution  hereof  $3,193.59 as rent for December 19,
1997 thru January 31, 1998.  Rent for any period during the term hereof which is
for less than one month shall be a pro rata portion of the monthly  installment.
Rent  shall be payable  in lawful  money of the  United  States to Lessor at the
address stated herein or to such other persons or at such other places as Lessor
may designate in writing.

5. Security Deposit. Lessee shall deposit with Lessor upon execution hereof $-0-
as security for Lessee's faithful performance of Lessee's obligations hereunder.
If  Lessee  fails to pay rent or  other  charges  due  hereunder,  or  otherwise
defaults with respect to any provision of this Lease,  Lessor may use,  apply or
retain all or any  portion of said  deposit for the payment of any rent or other
charge in default or for the payment of any other sum to which Lessor may become
obligated by reason of Lessee's default, or to compensate Lessor for any loss or
damage which Lessor may suffer thereby.  If Lessor so uses or applies all or any
portion of said deposit,  Lessee shall within ten (10) days after written demand
therefor  deposit  cash with  Lessor in an amount  sufficient  to  restore  said
deposit to the full  amount  hereinabove  stated and  Lessee's  failure to do so
shall be a material breach of this Lease.  If the monthly rent shall,  from time
to time,  increase during the term of this Lease, Lessee shall thereupon deposit
with Lessor  additional  security deposit so that the amount of security deposit
held by Lessor  shall at all times bear the same  proportion  to current rent as
the original  security  deposit bears to the original  monthly rent set forth in
paragraph 4 hereof.  Lessor shall not be required to keep said deposit  separate
from its  general  accounts.  If Lessee  performs  all of  Lessee's  obligations
hereunder,  said deposit, or so much thereof as has not theretofore been applied
by Lessor, shall be returned, without payment of interest or other increment for
its use, to Lessee (or, at Lessor's  option,  to the last  assignee,  if any, of
Lessee's  interest  hereunder) at the  expiration of the term hereof,  and after
Lessee has vacated the Premises. No trust relationship is created herein between
Lessor and Lessee with respect to said Security Deposit.




<PAGE>


6. Use.

     6.1 Use. The Premises  shall be used and occupied  only for Dead Storage or
any other use which is reasonable comparable and for no other purpose.

     6.2 Compliance with Law.

          (a) Lessor warrants to Lessee that the Premises, in its state existing
on the date that the Lease term  commences,  but  without  regard to the use for
which  Lessee  will  use  the  Premises,  does  not  violate  any  covenants  or
restrictions of record, or any applicable building code, regulation or ordinance
in effect on such Lease term  commencement  date.  In the event it is determined
that this  warranty has been  violated,  then it shall be the  obligation of the
Lessor, after written notice from Lessee, to promptly, at Lessor's sole cost and
expense, rectify any such violation. In the event Lessee does not give to Lessor
written notice of the violation of this warranty within six months from the date
that the Lease term commences, the correction of same shall be the obligation of
the Lessee at Lessee's sole cost.  The warranty  contained in this paragraph 6.2
(a) shall be of no force or effect if,  prior to the date of this Lease,  Lessee
was the owner or occupant of the  Premises,  and,  in such event,  Lessee  shall
correct any such violation at Lessee's sole cost.

          (b) Except as provided in paragraph 6.2(a),  Lessee shall, at Lessee's
expense,  comply  promptly  with all  applicable  statutes,  ordinances,  rules,
regulations,  orders,  covenants and restrictions of record, and requirements in
effect  during the term or any part of the term  hereof,  regulating  the use by
Lessee of the Premises.  Lessee shall not use nor permit the use of the Premises
in any manner that will tend to create waste or a nuisance or, if there shall be
more than one tenant in the  building  containing  the  Premises,  shall tend to
disturb such other tenants.

     6.3 Condition of Premises.

          (a) Lessor  shall  deliver the  Premises  to Lessee  clean and free of
debris on Lease  commencement  date (unless Lessee is already in possession) and
Lessor further warrants to Lessee that the plumbing, lighting, air conditioning,
heating,  and loading doors in the Premises shall be in good operating condition
on the Lease  commencement  date. In the event that it is  determined  that this
warranty has been  violated,  then it shall be the  obligation of Lessor,  after
receipt of written notice from Lessee setting forth with  specificity the nature
of the violation,  to promptly,  at Lessor's sole cost,  rectify such violation.
Lessee's  failure to give such written  notice to Lessor within thirty (30) days
after the Lease  commencement  date shall cause the conclusive  presumption that
Lessor has complied  with all of Lessor's  obligations  hereunder.  The warranty
contained  in this  paragraph  6.3(a) shall be of no force or effect if prior to
the date of this Lease, Lessee was the owner or occupant of the Premises.

          (b) Except as otherwise provided in this Lease,  Lessee hereby accepts
the Premises in their condition  existing as of the Lease  commencement  date or
the date that Lessee takes  possession  of the  Premises,  whichever is earlier,
subject to all applicable zoning,  municipal,  county and state laws, ordinances
and  regulations  governing  and  regulating  the use of the  Premises,  and any
covenants or restrictions of record,  and accepts this Lease subject thereto and
to all matters  disclosed  thereby and by any exhibits  attached hereto.  Lessee
acknowledges that neither Lessor nor Lessor's agent has made any  representation
or warranty  as to the present or future  suitability  of the  Premises  for the
conduct of Lessee's business.

7.  Maintenance, Repairs and Alterations.

     7.1 Lessor's  Obligations.  Subject to the provisions of Paragraphs  6,7.2,
and 9 and  except for  damage  caused by any  negligent  or  intentional  act or
omission  of Lessee,  Lessee's  agents,  employees,  or  invitees in which event
Lessee shall repair the damage,  Lessor, at Lessor's expense, shall keep in good
order,  condition and repair the  foundations,  exterior  walls and the exterior
roof of the  Premises.  Lessor  shall not,  however,  be obligated to paint such
exterior,  nor shall  Lessor be  required to maintain  the  interior  surface of
exterior walls,  windows,  doors or plate glass. Lessor shall have no obligation
to make repairs under this  Paragraph 7.1 until a reasonable  time after receipt
of written  notice of the need for such  repairs.  Lessee  expressly  waives the
benefits of any statute now or hereafter in effect which would otherwise  afford
Lessee the right to make repairs at Lessor's  expense or to terminate this Lease
because of Lessor's  failure to keep the Premises in good order,  condition  and
repair.

     7.2 Lessee's Obligations.


<PAGE>


          (a) Subject to the  provisions of Paragraphs  6,7.1 and 9, Lessee,  at
Lessee's  expense,  shall keep in good order,  condition and repair the Premises
and every part  thereof  (whether or not the damaged  portion of the Premises or
the means of repairing the same are reasonable or readily  accessable to Lessee)
including,  without  limiting the  generality  of the  foregoing,  all plumbing,
heating,  air  conditioning,  (Lessee shall  procure and  maintain,  at Lessee's
expense,   an  air  conditioning  system  maintenance   contract)   ventilating,
electrical and lighting facilities and equipment within the Premises,  fixtures,
interior walls and interior surface of exterior walls, ceilings, windows, doors,
plate glass,  and skylights,  located within the Premises,  and all landscaping,
driveways,  parking  lots,  fences  and signs  located in the  Premises  and all
sidewalks and parkways  adjacent to the Premises.  Lessee  expressly  waives the
benefit of any statute now or hereinafter in effect which would otherwise afford
Lessee the right to make repairs at Lessor's  expense or to terminate this Lease
because of Lessor's  failure to keep the Premises in good order,  condition  and
repair.

          (b) If  Lessee  fails  to  perform  Lessee's  obligations  under  this
Paragraph 7.2 or under any other paragraph of this Lease, Lessor may at Lessor's
option enter upon the  Premises  after 10 days' prior  written  notice to Lessee
(except in the case of  emergency,  in which case no notice shall be  required),
perform such  obligations on Lessee's behalf and put the Premises in good order,
condition and repair, and the cost thereof together with interest thereon at the
maximum rate then  allowable by law shall be due and payable as additional  rent
to Lessor together with Lessee's next rental installment.

          (c) On the last day of the term hereof, or on any sooner  termination,
Lessee shall surrender the premises to Lessor in the same condition as received,
ordinary wear and tear excepted,  clean and free of debris.  Lessee shall repair
any damage to the  Premises  occasioned  by the  installation  or removal of its
trade  fixtures,  furnishings  and  equipment.  Notwithstanding  anything to the
contrary otherwise stated in this Lease, Lessee shall leave the air lines, power
panels,  electrical distribution systems,  lighting fixtures, space heaters, air
conditioning, plumbing and fencing on the premises in good operating condition.

     7.3  Alterations and Additions.

          (a) Lessee shall not,  without Lessor's prior written consent make any
alterations,  improvements,  additions, or Utility Installations in, on or about
the Premises,  except for  nonstructural  alterations  not  exceeding  $2,500 in
cumulative costs during the term of this Lease. In any event,  whether or not in
excess of $2,500 in cumulative  cost,  Lessee shall make no change or alteration
to the  exterior of the  Premises  nor the  exterior of the  building(s)  on the
Premises without  Lessor's prior written consent.  As used in this Paragraph 7.3
the term "Utility  Installation"  shall mean carpeting,  window  coverings,  air
lines, power panels,  electrical distribution systems,  lighting fixtures, space
heaters, air conditioning, plumbing, and fencing. Lessor may require that Lessee
remove  any or all of  said  alterations,  improvements,  additions  or  Utility
Installations  at the  expiration of the term, and restore the Premises to their
prior condition.  Lessor may require Lessee to provide Lessor,  at Lessee's sole
cost and  expense,  a lien and  completion  bond in an  amount  equal to one and
one-half times the estimated cost of such improvements, to insure Lessor against
any liability for mechanic's and materialmen's liens and to insure completion of
the work. Should Lessee make any alterations, improvements, additions or Utility
Installations  without  the prior  approval of Lessor,  Lessor may require  that
Lessee remove any or all of the same.

          (b) Any alterations, improvements, additions or Utility Installations,
in, or about the Premises  that Lessee  shall desire to make and which  requires
the consent of the Lessor  shall be presented  to Lessor in written  form,  with
proposed detailed plans. If Lessor shall give its consent,  the consent shall be
deemed  conditioned  upon Lessee  acquiring  a permit to do so from  appropriate
governmental  agencies,  the furnishing of a copy thereof to Lessor prior to the
commencement  of the work and the compliance by Lessee of all conditions of said
permit in a prompt and expeditious manner.

          (c) 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 in
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 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 itself and Lessor 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,  upon the condition
that if Lessor  shall  require,  Lessee  shall  furnish to Lessor a surety  bond
satisfactory to Lessor in an amount equal to such contested lien claim or demand
indemnifying Lessor against liability for the same and holding the Premises free
from the effect of such lien or claim. In addition, Lessor may require Lessee to
pay Lessor's  attorneys fees and costs in participating in such action if Lessor
shall decide it is to its best interest to do so.


<PAGE>



          (d) Unless Lessor  requires their  removal,  as set forth in Paragraph
7.3(a),  all  alterations,  improvements,  additions  and Utility  Installations
(whether or not such Utility Installations constitute trade fixtures of Lessee),
which may be made on the  Premises,  shall  become  the  property  of Lessor and
remain upon and be surrendered  with the Premises at the expiration of the term.
Notwithstanding the provisions of this Paragraph 7.3(d),  Lessee's machinery and
equipment, other than that which is affixed to the Premises so that it cannot be
removed without  material  damage to the Premises,  shall remain the property of
Lessee and may be  removed by Lessee  subject  to the  provisions  of  Paragraph
7.2(c).

8.  Insurance:  Indemnity.

     8.1 Liability Insurance - Lessee. Lessee shall, at Lessee's expense, obtain
and keep in force  during the term of this Lease a policy which is an "A" rating
based on the best  rating  system of Combined  Single  Limit  Bodily  Injury and
Property Damage  Insurance which names Modern Plastics as additionally  insured,
insuring  Lessee  and  Lessor  against  any  liability  arising  out of the use,
occupancy  or  maintenance  of the  Premises,  and all other  areas  appurtenant
thereto.  Such insurance shall be in an amount not less than $ 1,000,000.00  per
occurrence.  The policy  shall  insure  performance  by Lessee of the  indemnity
provisions of this Paragraph 8. The limits of said insurance shall not, however,
limit the  liability  of Lessee  hereunder.  In addition  Lessee is to have auto
liability insurance at not less than $ 1,000,000.00 per occurrence.

     8.2  Liability  Insurance - Lessor.  Lessor  shall obtain and keep in force
during the term of this Lease a policy of Combined  Single Limit  Bodily  Injury
and Property Damage  Insurance,  insuring  Lessor,  but not Lessee,  against any
liability  arising out of the  ownership,  use,  occupancy or maintenance of the
Premises and all areas  appurtenant  thereto in a amount not less than  $500,000
per occurrence.

     8.3  Property  Insurance.  Lessor shall obtain and keep in force during the
term of this Lease a policy or policies of insurance  covering loss or damage to
the Premises, but not Lessee's fixtures,  equipment or tenant improvements in an
amount not to exceed the full replacement  value thereof,  as the same may exist
from time to time,  providing  protection against all perils included within the
classification of fire, extended coverage, vandalism,  malicious mischief, flood
(in the  event  same is  required  by a lender  having  a lien on the  Premises)
special  extended  perils  ("all  risk",  as such term is used in the  insurance
industry) but not plate glass  insurance.  In addition,  the Lessor shall obtain
and keep in force,  during  the term of this  Lease,  a policy  of rental  value
insurance  covering a period of one year,  with loss  payable  to Lessor,  which
insurance  shall also cover all real estate taxes and  insurance  costs for said
period.

     8.4 Payment of Premium Increase.  Omitted.

     8.5 Insurance  Policies. Insurance required hereunder shall be in companies
holding a  "General  Policyholders  Rating"  of at least B plus,  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 Insurance Guide".  Lessee shall deliver
to Lessor copies of policies of liability insurance required under Paragraph 8.1
or certificates  evidencing the existence and amounts of such insurance. No such
policy  shall be  cancelable  or  subject  to  reduction  of  coverage  or other
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 renewals or binders' thereof, or Lessor may order
such  insurance  and charge the cost  thereof to Lessee,  which  amount shall be
payable by Lessee upon demand. Lessee shall not do or permit to be done anything
which shall invalidate the insurance policies refereed to in Paragraph 8.3

     8.6 Waiver of  Subrogation.  Lessee  and Lessor  each  hereby  release  and
relieve the other,  and waive their entire right of recovery  against the other
for loss or damage  arising  out of or incident  to the perils  insured  against
under  paragraph 8.3,  which perils occur in, on or about the Premises,  whether
due  to  the  negligence  of  Lessor  or  Lessee  or  their  agents,  employees,
contractors  and/or  invitees.  Lessee  and Lessor  shall,  upon  obtaining  the
policies of insurance required  hereunder,  give notice to the insurance carrier
or carriers that the foregoing mutual waiver of subrogation is contained in this
Lease.

     8.7  Indemnity.  Lessee shall  indemnify and hold harmless  Lessor from and
against any and all claims  arising from Lessee's use of the  Premises,  or from
the conduct of  Lessee's  business or from any  activity,  work or things  done,
permitted or suffered by Lessee in or about the Premises or elsewhere  and shall
further  indemnify and hold harmless  Lessor from and against any and all claims
arising  from any breach or  default of the  performance  of any  obligation  on
Lessee's part to be performed under the terms of this Lease, or arising from any
negligence of the Lessee, or any of Lessee's agents,  contractors, or employees,
and from and  against  all costs,  attorney's  fees,  expenses  and  liabilities
incurred  in the defense of any such claim or any action or  proceeding  brought
thereon;  and in case any  action or  proceeding  be brought  against  Lessor by
reason of any such claim.  Lessee, upon notice from Lessor shall defend the same
at Lessee's  expense by counsel  satisfactory to Lessor.  Lessee,  as a material
part of the  consideration  to  Lessor,  hereby  assumes  all risk of  damage to
property or injury to persons,  in, upon or about the Premises  arising from any
cause and Lessee hereby waives all claims in respect thereof against Lessor.


<PAGE>

     8.8  Exemption of Lessor from  Liability.  Lessee hereby agrees that Lessor
shall  not be  liable  for  injury to  Lessee's  business  or any loss of income
therefrom or for damage to the goods,  wares,  merchandise  or other property of
Lessee, Lessee's employees, invitees, customers, or any other person in or about
the  Premises,  nor shall  Lessor be liable  for injury to the person if Lessee,
Lessee's  employees,  agents or  contractors,  whether  such damage or injury is
caused by or results from fire, steam, electricity,  gas, water or rain, or from
the breakage, leakage, obstruction or other defects of pipes, sprinklers, wires,
appliances,  plumbing,  air conditioning or lighting fixtures, or from any other
cause,  whether the said damage or injury 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  inaccessible  to
Lessee.  Lessor  shall not be liable  for any  damages  arising  from any act or
neglect of any other  tenant,  if any, of the building in which the Premises are
vacated.

9.  Damage or Destruction.

     9.1 Definitions.

          (a) "Premises  Partial Damage" shall herein mean damage or destruction
to the  Premises  to the extent  that the cost of repair is less than 50% of the
fair  market  value  of  the  Premises  immediately  prior  to  such  damage  or
destruction.  "Premises  Building  Partial  Damage"  shall herein mean damage or
destruction  to the building of which the Premises are a part to the extent that
the cost of repair is less than 50% of the fair market value of such building as
a whole immediately prior to such damage or destruction.

          (b)  "Premises  Total   Destruction"   shall  herein  mean  damage  or
destruction to the Premises to the extent that the cost of repair is 50% or more
of the fair market  value of the  Premises  immediately  prior to such damage or
destruction.  "Premises  Building Total Destruction" shall herein mean damage or
destruction  to the building of which the Premises are a part to the extent that
the cost of repair is 50% or more of the fair market value of such building as a
whole immediately prior to such damage or destruction.

          (c) "Insured Loss" shall herein mean damage or  destruction  which was
caused  by an  event  required  to be  covered  by the  insurance  described  in
paragraph 8.

     9.2 Partial Damage - Insured Loss.  Subject to the provisions of paragraphs
9.4,9.5  and 9.6,  if at any time  during the term of this Lease there is damage
which is an Insured Loss and which  falls into  the  classification  of Premises
Partial  Damage or Premises  Building  Partial  Damage,  then Lessor  shall,  at
Lessor's sole cost, repair such damage, but not Lessee's fixtures,  equipment or
tenant  improvements,  as soon as  reasonable  possible  and  this  Lease  shall
continue in full force and effect.

     9.3  Partial  Damage  -  Uninsured  Loss.  Subject  to  the  provisions  of
Paragraphs  9.4,9.5  and 9.6, if at any time during the term of this Lease there
is damage which is not an Insured  Loss and which falls into the  classification
of Premises Partial Damage or Premises Building Partial Damage, unless caused by
a  negligent  or willful  act of Lessee (in which  event  Lessee  shall make the
repairs at Lessee's  expense),  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 the date of the  occurrence  of such
damage of Lessor's  intention to cancel and terminate this Lease, as of the date
of the occurrence of such damage. In the event Lessor elects to give such notice
of Lessor's intention to cancel and 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  intention  to  repair  such  damage at  Lessee's
expense,  without  reimbursement  from  Lessor,  in which event this Lease shall
continue in full force and effect, and Lessee shall proceed to make such repairs
as soon as reasonably possible.  If Lessee does not give such notice within such
10-day period this Lease shall be cancelled and terminated as of the date of the
occurrence of such damage.


<PAGE>



     9.4 Total  Destruction.  If at any time during the term of this Lease there
is damage,  whether or not an Insured Loss,  (including  destruction required by
any  authorized  public  authority),  which  falls  into the  classification  of
Premises Total  Destruction or Premises Building Total  Destruction,  this Lease
shall automatically terminate as of the date of such total destruction.

     9.5 Damage Near End of Term.

          (a) If at any time  during  the last  six  months  of the term of this
Lease there is damage,  whether or not an Insured  Loss,  which falls within the
classification of Premises Partial Damage,  Lessor may at Lessor's option cancel
and  terminate  this Lease as of the date of occurrence of such damage by giving
written notice to Lessee of Lessor's  election to do so within 30 days after the
date of occurrence of such damage.

     (b)  Notwithstanding  paragraph  9.5(a),  in the event  that  Lessee has an
option to extend or renew this Lease,  and the time within which said potion may
be exercised has not yet expired, Lessee shall exercise such option, if it is to
be  exercised at all, no later than 20 days after the  occurrence  of an Insured
Loss falling  within the  classification  of Premises  Partial Damage during the
last six months of the term of this Lease.  If Lessee duly exercises such option
during said 20 day period, 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 during said 20 day period,  then
Lessor  may at  Lessor's  option  terminate  and  cancel  this  Lease  as of the
expiration of said 20day period by giving  written  notice to Lessee of Lessor's
election  to do so within 10 days after the  expiration  of said 20 day  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  paragraphs  9.2 or 9.3, and
Lessor or Lessee repairs or restores the Premises  pursuant to the provisions of
this  Paragraph 9, the rent payable  hereunder  for the period during which such
damage,  repair or  restoration  continues  shall be abated in proportion to the
degree to which  Lessee's use of the Premises is impaired.  Except for abatement
of rent,  if any,  Lessee  shall  have no claim  against  Lessor  for any damage
suffered by reason of any such damage, destruction, 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 such repair or
restoration  within 90 days after such obligations  shall accrue,  Lessee may at
Lessee's  option cancel and terminate this Lease by giving Lessor written notice
of  Lessee's  election  to do so at any time prior to the  commencement  of such
repair or  restoration.  In such event this Lease shall terminate as of the date
of such notice.

     9.7 Termination - Advance Payments. Upon termination of this Lease pursuant
to this Paragraph 9, an equitable  adjustment  shall be made concerning  advance
rent and any  advance  payments  made by  Lessee to  Lessor,  Lessor  shall,  in
addition,  return to  Lessee so much of  Lessee's  security  deposit  as has not
theretofore been applied by Lessor.

     9.8 Waiver.  Lessor and Lessee waive the  provisions of any statutes  which
relate to termination of leases when leased property is destroyed and agree that
such event shall be governed by the terms of this Lease.

10.  Real Property Taxes.

     10.1 Payment of Tax  Increase.  Lessor shall pay the real  property tax, as
defined in paragraph 10.3, applicable to the Premises.

     10.2  Omitted.



<PAGE>



     10.3  Definition of "Real  Property  Tax".  As used herein,  the term "real
property tax" 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 on 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,  fire,  street,  drainage or other improvement
district  thereof,  as against any legal or equitable  interest of Lessor in the
Premises or in the real  property of which the Premises  are a part,  as against
Lessor's  right to rent or other  income  therefrom  , and as  against  Lessor's
business  of  leasing  the  Premises.  The term "real  property  tax" shall also
include  any tax,  fee,  levy,  assessment  or charge  (i) in  substitution  of,
partially or totally,  any tax,  fee,  levy,  assessment  or charge  hereinabove
included  within the  definition of "real  property  tax," or (ii) the nature of
which was hereinbefore included within the definition of "real property tax," or
(iii) which is imposed for a service or right not charged  prior to  June1,1978,
or, if previously charged,  has been increased since June 1, 1978, or (iv) which
is imposed as a result of a  transfer,  either  partial  or total,  of  Lessor's
interest  in the  Premises  or which is  added to a tax or  charge  hereinbefore
included  within the definition of real property tax by reason of such transfer,
or (v) which is  imposed by reason of this  transaction,  any  modifications  or
changes hereto, or any transfers hereof.

     10.4  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 determination thereof, in good faith,
shall be conclusive.

10.5 Personal Property Taxes.

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

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

11.  Omitted.

12.  Assignment and Subletting.

     12.1  Lessor's  Consent  Required.  Lessee  shall  not  voluntarily  or  by
operation of law assign,  transfer,  mortgage,  sublet, or otherwise transfer or
encumber  all of or any  part  of  Lessee's  interest  in this  Lease  or in the
Premises,  without  Lessor's  prior  written  consent,  which  Lessor  shall not
unreasonably  withhold.  Lessor  shall  respond to Lessee's  request for consent
hereunder in a timely manner and any attempted assignment,  transfer,  mortgage,
encumbrance  or  subletting  without  such  consent  shall  be void,  and  shall
constitute a breach of this Lease.

     12.2 Lessee  Affiliate.  Notwithstanding  the  provisions of paragraph 12.1
hereof,  Lessee may  assign or sublet  the  Premises,  or any  portion  thereof,
without Lessor's consent, to any corporation which controls, is controlled by or
is under common control with Lessee,  or to any  corporation  resulting from the
merger or consolidation  with Lessee,  or to any person or entity which acquires
all the  assets of  Lessee  as a going  concern  of the  business  that is being
conducted on the Premises,  provided that said assignee  assumes,  in full,  the
obligations of Lessee under this Lease.  Any such  assignment  shall not, in any
way,  affect or limit the liability of Lessee under the terms of this Lease even
if after such  assignment or subletting  the terms of this Lease are  materially
changed or altered without the consent of Lessee,  the consent of whom shall not
be necessary.


<PAGE>



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

     12.4  Attorney's  Fees.  In the event  Lessee  shall  assign or sublet  the
Premises or request the consent of Lessor to any  assignment or subletting or if
Lessee  shall  request the  consent of Lessor for any act Lessee  proposes to do
then Lessee shall pay Lessor's reasonable  attorneys fees incurred in connection
therewith, such attorneys fees not to exceed $350.00 for each such request.

13. Defaults; Remedies.

     13.1 Defaults.  The  occurrence of any one or more of the following  events
shall constitute a material default and breach of this Lease by Lessee:

          (a) The vacating or abandonment of the Premises by Lessee.

          (b) The  failure  by Lessee to make any  payment  of rent or any other
payment  required to be make by Lessee  hereunder,  as and when due,  where such
failure shall  continue for a period of three days after written  notice thereof
from Lessor to Lessee.  In the event that Lessor  serves Lessee with a Notice to
Pay Rent or Quit pursuant to applicable  Unlawful  Detainer statutes such Notice
to Pay  Rent  or  Quit  shall  also  constitute  the  notice  required  by  this
subparagraph.

          (c) The failure by Lessee to observe or perform any of the  covenants,
conditions  or  provisions  of this Lease to be observed or performed by Lessee,
other than  described in paragraph (b) above,  where such failure shall continue
for a period of 30 days  after  written  notice  hereof  from  Lessor to Lessee;
provided, however, that if the nature of Lessee's default is such that more than
30 days are reasonably required for its cure, then Lessee shall not be deemed to
be in  default if Lessee  commenced  such cure  within  said  30-day  period and
thereafter diligently prosecutes such cure to completion.

          (d) (i) The making by Lessee of any general  arrangement or assignment
for the benefit of  creditors;  (ii) Lessee  becomes a "debtor" as defined in 11
U.S.C.  ss.101  or any  successor  statute  thereto  (unless,  in the  case of a
petition filed against Lessee,  the same is dismissed within 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  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 30 days.  Provided,  however, in the event that
any provisions of this  paragraph  13.1 (d) is contrary to any  applicable  law,
such provision shall be of no force or effect.

          (e) The  discovery  by Lessor that any  financial  statement  given to
Lessor  by  Lessee,  any  assignee  of Lessee,  any  subtenant  of  Lessee,  any
successor  in  interest  of  Lessee  or any  guarantor  of  Lessee's  obligation
hereunder, and any of them, was materially false.


<PAGE>



     13.2  Remedies.  In the  event of any such  material  default  or breach by
Lessee, Lessor may at any time thereafter,  with or without notice or demand and
without  limiting Lessor in the exercise of any right or remedy which Lessor may
have by reason of such  default  or  breach:  (a)  Terminate  Lessee's  right to
possession of the Premises by any lawful  means,  in which case this Lease shall
terminate and Lessee shall immediately  surrender  possession of the Premises to
Lessor.  In such event  Lessor  shall be  entitled  to recover  form  Lessee all
damages  incurred by Lessor by reason of  Lessee's  default  including,  but not
limited  to, the cost of  recovering  possession  of the  Premises;  expenses of
reletting,  including  necessary  renovation  and  alteration  of the  Premises,
reasonable  attorney's fees, and any real estate  commission  actually paid; the
worth at the  time of award by the  court  having  jurisdiction  thereof  of the
amount by which the  unpaid  rent for the  balance of the term after the time of
such award  exceeds  the amount of such  rental  loss for the same  period  that
Lessee  proves  could  be  reasonable  avoided;  that  portion  of  the  leasing
commission  paid by Lessor  pursuant to Paragraph 15 applicable to the unexpired
term of this Lease.

          (b) Maintain  Lessee's  right to  possession  in which case this Lease
shall  continue  in effect  whether  or not  Lessee  shall  have  abandoned  the
Premises.  In such event  Lessor  shall be  entitled  to enforce all of Lessor's
rights and remedies under this Lease, including the right to recover the rent as
it becomes due hereunder.

          (c) Pursue any other remedy now or hereafter available to Lessor under
the laws or judicial  decisions  of the state  wherein the Premises are located.
Unpaid  installments  of rent and other unpaid  monetary  obligations  of Lessee
under the  terms of this  Lease  shall  bear  interest  from the date due at the
maximum rate then allowable by law.

     13.3 Default by Lessor.  Lessor shall not be in default unless Lessor fails
to perform  obligations  required of Lessor within a reasonable  time, but in no
event later than thirty (30) days after  written  notice by Lessee to Lessor and
to the holder of any first mortgage or deed of trust covering the Premises whose
name and address  shall have  theretofore  been  furnished to Lessee in writing,
specifying  wherein  Lessor  has failed to perform  such  obligation;  provided,
however, that if the nature of Lessor's obligation is such that more than thirty
(30) days are  required for  performance  then Lessor shall not be in default if
Lessor commences performance within such 30-day period and thereafter diligently
prosecutes the same to completion.

     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 on Lessor by the
terms of any 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 ten (10) 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 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 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 rent,  then rent shall  automatically  become  due and  payable
quarterly in advance,  rather than monthly,  notwithstanding  paragraph 4 or any
other provision of this Lease to the contrary.


<PAGE>



     13.5  Impounds.  In the  event  that a late  charge is  payable  hereunder,
whether  or not  collected,  for  three  (3)  installments  of rent or any other
monetary obligation of Lessee under the terms of this Lease, Lessee shall pay to
Lessor,  if Lessor shall so request,  in addition to any other payments required
under this Lease, a monthly advance installment, payable at the same time as the
monthly  rent,  as estimated  by Lessor,  for real  property  tax and  insurance
expenses on the  Premises  which are  payable by Lessee  under the terms of this
Lease.  Such fund  shall be  established  to  insure  payment  when due,  before
delinquency,  of any or all such real property taxes and insurance premiums.  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 and insurance premiums as the same become due, Lessee shall pay to Lessor,
upon Lessor's  demand,  such additional sums 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 a default in the
obligations  of Lessee to perform under this Lease,  then any balance  remaining
from funds paid to Lessor under the  provisions  of this  paragraph  may, at the
option of Lessor, be applied to the payment of any monetary default of Lessee in
lieu of  being  applied  to the  payment  of  real  property  tax and  insurance
premiums.

14.  Condemnation.  If the  Premises or any portion  thereof are taken under the
power of eminent domain,  or sold under the threat of the exercise of said power
(all of which are herein called  "condemnation"),  this Lease shall terminate as
to the part so taken as of the date  the  condemning  authority  takes  title or
possession,  whichever  first occurs.  If more than 10% of the floor area of the
building  on the  Premises,  or more than 25% of the land  area of the  Premises
which is not occupied by any building, is taken by condemnation,  Lessee may, at
Lessee's  option,  to be  exercised  in writing  only within ten (10) days after
Lessor shall have given Lessee  written notice of such taking (or in the absence
of such notice,  within ten (10) days after the condemning  authority shall have
taken possession)  terminate this Lease as of the date the condemning authority
takes such  possession.  If Lessee does not  terminate  this Lease in accordance
with the  foregoing,  this Lease shall remain in full force and effect as to the
portion of the Premises remaining,  except that the rent shall be reduced in the
proportion  that the floor area of the  building  taken bears to the total floor
area of the building situated on the Premises.  No reduction of rent shall occur
if the only area taken is that which does not have a building  located  thereon.
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 or for the taking of the
fee, or as severance damages;  provided,  however, that Lessee shall be entitled
to any award for loss of or damage to  Lessee's  trade  fixtures  and  removable
personal  property.  In the event that this Lease is not terminated by reason of
such  condemnation,  Lessor shall to the extent of severance damages received by
Lessor in connection with such  condemnation,  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 pay any amount in excess of
such severance damages required to complete such repair.

15.  Broker's Fee.

          (a) Upon execution of this Lease by both parties,  Lessor shall pay to
Frederick Ross Company Licensed real estate  broker(s),  a fee as set forth in a
separate  agreement between Lessor and said broker(s),  or in the event there is
no separate  agreement  between Lessor and said broker(s),  the sum of $2901.05,
for brokerage services rendered by said broker(s) to Lessor in this transaction.


<PAGE>



          (b)  Lessor  further  agrees  that if Lessee  exercises  any Option as
defined in paragraph  39.1 of this Lease,  which is granted to Lessee under this
Lease, or any subsequently  granted option which is substantially  similar to an
Option granted to Lessee under this Lease,  or if Lessee  acquires any rights to
the Premises or other premises  described in this Lease which are  substantially
similar to what  Lessee  would have  acquired  had an Option  herein  granted to
Lessee been exercised,  or if Lessee remains in possession of the Premises after
the  expiration  of the term of this Lease  after  having  failed to exercise an
Option,  or if said broker(s) are the procuring cause of any other lease or sale
entered into between the parties  pertaining to the Premises and/or any adjacent
property in which Lessor has an interest,  then as to any of said  transactions,
Lessor shall pay said  broker(s) a fee in  accordance  with the schedule of said
broker(s) in effect at the time of execution of this Lease.

          (c)  Lessor  agrees to pay said fee not only on  behalf of Lessor  but
also on behalf of any person,  corporation,  association, or other entity having
an ownership  interest in said real property or any part thereof,  when such fee
is due  hereunder.  Any transferee of Lessor's  interest in this Lease,  whether
such  transfer is by agreement  or by operation of law,  shall be deemed to have
assumed  Lessor's  obligation  under this  Paragraph  15. Said broker shall be a
third party beneficiary of the provisions of this Paragraph 15.

16.  Estoppel Certificate.

          (a) Lessee  shall at any time upon not less than ten (10) days'  prior
written  notice  from  Lessor  execute,  acknowledge  and  deliver  to  Lessor a
statement in writing (i)  certifying  that this Lease is unmodified  and in full
force and effect (or, if modified,  stating the nature of such  modification and
certifying that this Lease, as so modified, is in full force and effect) and the
date to which the rent and other  charges are paid in advance,  if any, and (ii)
acknowledging that there are not, to Lessee's knowledge, any uncured defaults on
the part of Lessor  hereunder,  or specifying  such defaults if any are claimed.
Any such statement may be conclusively relied upon by any prospective  purchaser
or encumbrancer of the Premises.

          (b) At Lessor's  option,  Lessee's  failure to deliver such  statement
within such time shall be a material breach of this Lease or shall be conclusive
upon  Lessee  (i)  that  this  Lease  is  in  full  force  and  effect,  without
modification  except as may be  represented  by  Lessor,  (ii) that there are no
uncured  defaults  in  Lessor's  performance,  and (iii)  that not more than one
month's  rent has been paid in  advance or such  failure  may be  considered  by
Lessor as a default by Lessee under this Lease.


<PAGE>

        (c) If Lessor desires to finance,  refinance, or sell the Premises, or
any part  thereof,  Lessee  hereby  agrees to deliver to any lender or purchaser
designated  by Lessor such  financial  statements of Lessee as may be reasonably
required by such lender or  purchaser.  Such  statements  shall include the past
three years' financial statements of Lessee. 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 only the
owner or owners at the time in question of the fee title or a lessee's  interest
in a ground lease of the Premises, and except as expressly provided in Paragraph
15, in the event of any transfer of such title or interest.  Lessor herein named
(and in case of any  subsequent  transfers  then the grantor)  shall be relieved
from and after the date of such transfer of all  liability as respects  Lessor's
obligations thereafter to be performed,  provided that any funds in the hands of
Lessor or the then grantor at the time of such transfer,  in which Lessee has an
interest,  shall be delivered to the grantee. The obligations  contained in this
Lease to be  performed  by Lessor  shall,  subject as  aforesaid,  be binding on
Lessor's  successors  and  assigns,  only  during  their  respective  periods of
ownership.

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

19. Interest on Past-due Obligations.  Except as expressly herein provided,  any
amount due to Lessor not paid when due shall bear  interest at the maximum  rate
then  allowable  by law from the date due.  Payment of such  interest  shall not
excuse or cure any default by Lessee under this Lease,  provided,  however, that
interest  shall not be payable  on late  charges  incurred  by Lessee nor on any
amounts upon which late charges are paid by Lessee.

20. Time of Essence. Time is of the essence.

21.  Additional  Rent.  Any monetary  obligations  of Lessee to Lessor under the
terms of this Lease shall be deemed to be rent.

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

23. Notices.  Any notice required or permitted to be given hereunder shall be in
writing and may be given by personal delivery or by certified mail, and if given



<PAGE>


personally or by mail, shall be deemed sufficiently given if addressed to Lessee
or to Lessor at the address noted below the signature of the respective parties,
as the case may be.  Either party may by 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 notice purposes. 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 notice to Lessee.

24.  Waivers.  No waiver by Lessor  or any  provision  hereof  shall be deemed a
waiver of any other  provision  hereof or of any subsequent  breach by Lessee of
the same or any other  provision.  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 act by Lessee. The acceptance of rent hereunder by
Lessor shall not be a waiver of any preceding  breach by Lessee of any provision
hereof, other than the failure of Lessee to pay the particular rent so accepted,
regardless  of  Lessor's  knowledge  of such  preceding  breach  at the  time of
acceptance of such rent.

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.

26. Holding Over. If Lessee, with Lessor's consent, remains in possession of the
Premises or any part  thereof  after the  expiration  of the term  hereof,  such
occupancy shall be a tenancy from month to month upon all the provisions of this
Lease  pertaining to the  obligations  of Lessee,  but all options and rights of
first  refusal,  if any,  granted  under the terms of this Lease shall be deemed
terminated and be of no further effect during said month to month tenancy.

27.  Cumulative  Remedies.  No  remedy  or  election  hereunder  shall be deemed
exclusive but shall, wherever possible, be cumulative with all other remedies at
law or in equity.

28. Covenants and Conditions. Each provision of this Lease performable by Lessee
shall be deemed both a covenant and a condition.

29. Binding Effect;  Choice of Law. Subject to any provisions hereof restricting
assignment or  subletting  by Lessee and subject to the  provisions of Paragraph
17,  this  Lease  shall  bind  the  parties,  their  personal   representatives,
successors  and  assigns.  This Lease shall be governed by the laws of the State
wherein the Premises are located.

30.  Subordination.

          (a) This Lease, at Lessor's option, shall be subordinate to any ground
lease,  mortgage,  deed of trust, or any other  hypothecation or security now or
hereafter  placed upon the real property of which the Premises are a part and to
any  and  all  advances  made  on the  security  thereof  and  to all  renewals,
modifications,    consolidations,    replacements   and   extensions    thereof.
Notwithstanding  such  subordination,  Lessee's right to quiet possession of the
Premises  shall not be  disturbed  if Lessee  is not in  default  and so long as
Lessee shall pay the rent and observe and perform all of the  provisions of this
Lease,  unless this Lease is otherwise  terminated pursuant to its terms. If any
mortgagee,  trustee or ground lessor shall elect to have this Lease prior to the
lien of its


<PAGE>



mortgage,  deed of trust or ground lease,  and shall give written notice thereof
to Lessee, this Lease shall be deemed prior to such mortgage,  deed of trust, or
ground  lease,  whether this Lease is dated prior or  subsequent  to the date of
said mortgage, deed of trust or ground lease or the date of recording thereof.

          (b) Lessee agrees to execute any  documents  required to effectuate an
attornment,  a  subordination  or to make  this  Lease  prior to the lien of any
mortgage, deed of trust or ground lease, as the case may be. Lessee's failure to
execute such documents  within 10 days after written  demand shall  constitute a
material  default by Lessee  hereunder,  or, at Lessor's  option,  Lessor  shall
execute such documents on behalf of Lessee as Lessee's attorney-in-fact.  Lessee
does  hereby  make,  constitute  and  irrevocably  appoint  Lessor  as  Lessee's
attorney-in-fact  and in  Lessee's  name,  place  and  stead,  to  execute  such
documents in accordance with this paragraph 30(b).

31. Attorney's Fees. If either party or the broker named herein brings an action
to enforce the terms hereof or declare rights hereunder, the prevailing party in
any such  action,  on trial or  appeal,  shall  be  entitled  to his  reasonable
attorney's  fees to be paid by the  losing  party  as fixed  by the  court.  The
provisions  of this  paragraph  shall inure to the  benefit of the broker  named
herein who seeks to enforce a right hereunder.

32. Lessor's Access. Lessor and Lessor's agent shall have the right to enter the
Premises at reasonable times for the purpose of inspecting the same, showing the
same  to  prospective   purchasers,   lenders,  or  lessees,   and  making  such
alterations,  repairs,  improvements  or  additions  to the  Premises  or to the
building  of which they are a part as Lessor may deem  necessary  or  desirable.
Lessor may at any time place on or about the Premises  any  ordinary  "For Sale"
signs and  Lessor may at any time  during  the last 120 days of the term  hereof
place on or about the  Premises  any  ordinary  "For Lease"  signs,  all without
rebate of rent or liability to 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  without  Lessor's
prior written consent except that Lessee shall have the right, without the prior
permission  of Lessor  to place  ordinary  and  usual  for rent or sublet  signs
thereon.

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

36. Consents. Except for paragraph 33 hereof, wherever in this Lease the consent
of one party is required to an act of the other party, such consent shall not be
unreasonably withheld.

37.  Guarantor.  In the event  that there is a  guarantor  of this  Lease,  said
guarantor shall have the same obligations as Lessee under this Lease.


<PAGE>




38. Quiet Possession. Upon Lessee paying the rent for the Premises and observing
and performing all of the covenants,  conditions and provisions on Lessee's part
to be observed and performed  hereunder,  Lessee shall have quiet  possession of
the Premises for the entire term hereof subject to all of the provisions of this
Lease.  The individuals  executing this Lease on behalf of Lessor  represent and
warrant  to  Lessee  that they are  fully  authorized  and  legally  capable  of
executing this Lease on behalf of Lessor and that such execution is binding upon
all parties holding an ownership interest in the Premises.

39.  Options.

     39.1  Definition.  As used in this  paragraph  the word  "Options"  has the
following  meaning:  (1) the right or option to extend the term of this Lease or
to renew  this  Lease or to extend or renew any lease  that  Lessee has on other
property  of  Lessor;  (2) the  option  or right of first  refusal  to lease the
Premises or the right of first offer to lease the Premises or the right of first
refusal to lease  other  property of Lessor or the right of first offer to lease
other property of Lessor;  (3) the right or option 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 or option 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.  Each  Option  granted to Lessee in this Lease are
personal  to Lessee and may not be  exercised  or be  assigned,  voluntarily  or
involuntarily, by or to any  person  or  entity  other  than  Lessee,  provided,
however, the Option may be  exercised by or assigned to any Lessee Affiliate  as
defined in paragraph  12.2 of this Lease.  The Options  herein granted to Lessee
are not assignable separate and apart from this Lease.

     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
option to extend or renew this Lease has been so 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 time
commencing from the date Lessor gives to Lessee a notice of default  pursuant to
paragraph  13.1(b) or 13.1(c) and continuing  until the default  alleged in said
notice of default is cured,  or (ii) during the period of time commencing on the
day after a monetary obligation to Lessor is due from Lessee and unpaid (without
any necessity for notice thereof to Lessee)  continuing  until the obligation is
paid,  or (iii) at any time after an event of default  described  in  paragraphs
13.1(a),  13.1(d), or 13.1(e) (without any necessity of Lessor to give notice of
such  default to  Lessee),  or (iv) in the event that Lessor has given to Lessee
three or more notices of default under  paragraph  13.1(b),  where a late charge
becomes  payable under  paragraph 13.4 for each of such  defaults,  or paragraph
13.1(c), whether or not the defaults are cured, during the 12 month period prior
to the time that Lessee intends to exercise the subject Option.

          (b) The period of time within which an Option may be  exercised  shall
not be extended or


<PAGE>



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 30 days after such obligation becomes due (without any necessity
of Lessor to give notice thereof to Lessee), or (ii) Lessee fails to commence to
cure a default specified in paragraph 13.1(c) within 30 days after the date that
Lessor gives notice to Lessee of such default and/or Lessee fails  thereafter to
diligently prosecute said cure to completion,  or (iii) Lessee commits a default
described in paragraph  13.1(a),  13.1(d) or 13.1(e)  (without any  necessity of
Lessor to give notice of such default to Lessee), or (iv) Lessor gives to Lessee
three or more notices of default under  paragraph  13.1(b),  where a late charge
becomes  payable  under  paragraph  13.4 for each  such  default,  or  paragraph
13.1(c), whether or not the defaults are cured.

40.  Multiple  Tenant  Building.  In the event that the  Premises  are part of a
larger  building or group of buildings then Lessee agrees that it will abide by,
keep and observe all reasonable rules and regulations which Lessor may make from
time to time for the management,  safety,  care, and cleanliness of the building
and grounds,  the parking of vehicles and the preservation of good order therein
as well as for the  convenience of other  occupants and tenants of the building.
The  violations  of any such  rules and  regulations  shall be deemed a material
breach of this Lease by Lessee.

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 Lessee, its agents and
invitees from acts of third parties.

42. Easements.  Lessor reserves to itself the right, from time to time, to grant
such easements, rights and dedications that Lessor deems necessary or desirable,
and to cause the  recordation of Parcel Maps and  restrictions,  so long as such
easements,  rights,  dedications,  Maps  and  restrictions  do not  unreasonably
interfere  with the use of the Premises by Lessee.  Lessee shall sign any of the
aforementioned  documents  upon  request  of Lessor  and  failure to do so shall
constitute a material breach of this Lease.

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  suit for  recovery  of such  sum.  If it shall be
adjudged  that  there was no legal  obligation  on the part of said party to pay
such sum or any part  thereof,  said party shall be entitled to recover such sum
or so much thereof as it was not legally required to pay under the provisions of
this Lease.

44.  Authority.  If  Lessee is a  corporation,  trust,  or  general  or  limited
partnership,  each  individual  executing  this  Lease on behalf of such  entity
represents and warrants that he or she is duly


<PAGE>



authorized to execute and deliver this Lease on behalf of said entity. If Lessee
is a corporation,  trust or partnership,  Lessee shall,  within thirty (30) days
after  execution  of this Lease,  deliver to Lessor  evidence of such  authority
satisfactory to Lessor.

45. Conflict.  Any conflict between the printed provisions of this Lease and the
typewritten or handwritten  provisions shall be controlled by the typewritten or
handwritten provisions.

46. Addendum. Attached hereto is an addendum or addenda containing paragraphs 47
through 50 which constitutes a part of this Lease.

47.  Landlord shall install a six foot chain link fence to demise the East 6,000
sq. ft. for the tenants use.

48. Tenant can use the Easterly 10% of the fenced yard for outside storage.

49. Any and all reference  herein regarding Lessor shall be changed to Sublessor
and Lessee shall be changed to Sublessee.

50. Landlord shall be responsible for the cost of all utility expenses.

LESSOR AND LESSEE HAVE  CAREFULLY READ AND REVIEWED THIS LEASE AND EACH TERM AND
PROVISION  CONTAINED HEREIN AND, BY 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.   No
          representation  or recommendation is made by the real estate
          broker  or  its  agents  or   employees   as  to  the  legal
          sufficiency, legal effect, or tax consequences of this Lease
          or the transaction relating thereto.

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


Executed at                                   Modern Plastics, Inc.
            ---------------------------       ----------------------------------

on                                            By  /s/  David E. Hill
   ------------------------------------           ------------------------------

Address                                       By  David E. Hill
       --------------------------------           ------------------------------

                                                         "LESSOR"


Executed at                                    OraLabs, Inc.
           ----------------------------        ---------------------------------

on                                             By  /s/  Gary Schlatter
   ------------------------------------            -----------------------------

Address                                        By  Gary Schlatter
        -------------------------------            -----------------------------



                                                        "LESSEE"

                                                  FREDERICK ROSS COMPANY


                                               By   /s/  Peter Wycoff
                                                   -----------------------------
                                                   Peter Wycoff        Agent