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                                                                   EXHIBIT 10.29

                           STANDARD INDUSTRIAL LEASE
                  AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION

                                   [AIR LOGO]

1. PARTIES. This Lease, dated, for reference purposes only, June 30, 1993 is
made by and between Upland Technology Associates, a California general
partnership (herein called "Lessor") and J. K. MOLDS, a California corporation
and AMERICAN TECHNICAL MOLDING, a California corporation (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 San Bernardino, State of
California, commonly known as Upland Technology Center ("Industrial Center")
and described as 2022 - 2066 W. 11th Street, Upland, California 91786 (See
Addendum Paragraph 2.1 PREMISES, and Exhibit "A").

Said real property including the land and all improvements thereon, is herein
called "the Premises".

3. TERM.

     3.1 TERM. The term of this lease shall be for Ten (10) years commencing on
November 1, 1993 (or upon completion of Landlord's Tenant Improvements) and
ending on whichever is later unless sooner terminated pursuant to any provision
hereof.

   3.2 DELAY IN COMMENCEMENT. 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. 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 equal monthly
payments of (See Addendum Paragraph 4.1), in advance, on the 1st day of each
month of the term hereof. Lessee shall pay Lessor upon the execution hereof
$10,114.30 as rent for the third (3rd) month's rent.

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
$10,114.30 (See Addendum Paragraph 5.1) 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. 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.

6. USE.

   6.1 USE. The Premises shall be used and occupied only for General office and
warehouse for mold making and injection molding or any other legal business and
for no other purpose.

   6.2 COMPLIANCE WITH LAW.
       (a) Lessor warrants to Lessee that the Premises, in its existing state,
but without regard to the use for which Lessee will use the Premises, does not
violate any applicable building code, regulation or ordinance at the time this
Lease is executed. 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 1 year from the commencement of the term of
this Lease, it shall be conclusively deemed that such violation did not exist
and the correction of the same shall be the obligation of the Lessee.
       (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, 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. Except as provided in paragraph 6.2(a) Lessee
hereby accepts the Premises in their condition existing as of the date of the
execution hereof; subject to all applicable zoning, municipal, county and state
laws, ordinances and regulations governing and regulating the use of the
Premises, 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
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 6.2(a) and
(b) 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 does not waive 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 or
repair.

   7.2 LESSEE'S OBLIGATIONS.
       (a) Subject to the provisions of Paragraphs 6.2(a), 7 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 reasonably or readily accessible to Lessee)
including, without limiting the generality of the foregoing, all plumbing,
heating, air conditioning, 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 Lessee's signs located in the Premises and all
sidewalks and parkways adjacent to the Premises. Lessee does not waive 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.

                                     Initials: /s/ JCK   /s/ AUTHORIZED INITIALS

                                                         /s/ AUTHORIZED INITIALS

                                     GROSS
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          (b) If Lessee fails to perform Lessee's obligations under this
Paragraph 7.2, Lessor may at Lessor's option enter upon the Premises after 10
days' prior written notice to Lessee, and put the same in good order, condition
and repair, and the cost thereof together with interest thereon at the rate of
10% per annum shall 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,
broom clean, ordinary wear and tear excepted. Lessee shall repair any damage to
the Premises occasioned by the removal of its trade fixtures, furnishings and
equipment pursuant to Paragraph 7.3(d), which repair shall include the patching
and filling of holes and repair of structural damage.

     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 $5,000 in
cost. As used in this Paragraph 7.3 the term "Utility Installation" shall mean
bus dueling, power panels, wiring, fluorescent fixtures, space heaters,
conduits, air conditioning and plumbing. 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 such.

          (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.

          (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 not 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 shall, at Lessee's expense 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 and Lessee against
any liability arising out of the ownership, use, occupancy or maintenance of
the Premises and all areas appurtenant thereto. Such insurance shall be a
combined single limit policy in an amount not less than $500,000. The policy
shall contain cross liability endorsements and 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 the
event that the Premises constitute a part of a larger property said insurance
shall have a Lessor's Protective Liability endorsement attached thereto. If
Lessee shall fail to procure and maintain said insurance Lessor may, but shall
not be required to, procure and maintain the same, but at the expense of
Lessee. Not more frequently than each 5 years, if, in the reasonable opinion of
Lessor, the amount of liability insurance required hereunder is not adequate,
Lessee shall increase said insurance coverage as required by Lessor. Provided,
however that in no event shall the amount of the liability insurance increase
be more than fifty percent greater than the amount thereof during the preceding
five years of the term of this lease. However, the failure of Lessor to require
any additional insurance coverage shall not be deemed to relieve Lessee from
any obligations under this Lease.

     8.2 PROPERTY INSURANCE.

          (a) 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 the amount of the
full replacement value thereof, providing protection against all perils included
within the classification of fire, extended coverage, vandalism, malicious
mischief, special extended perils (all risk) 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 income insurance covering a period of six months, with
loss payable to Lessor which insurance shall also cover all real estate taxes
and insurance costs for said period. In the event that the Premises contains
sprinklers then the insurance coverage shall include sprinkler leakage
insurance.

          (b) [Intentionally Deleted]

          (c) If the Premises being leased herein are part of a larger
property, then Lessee shall be responsible for paying any increase in the
property insurance caused by the acts or omissions of any other tenant of the
building of which the Premises are a part.

          (d) [Intentionally Deleted]

     8.3 INSURANCE POLICIES. Insurance required hereunder shall be in companies
holding a "General Policyholders Rating" of B plus or better 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 with loss
payable clauses satisfactory to Lessor. No such policy shall be cancellable or
subject to reduction of coverage or other modification except after ten (10)
days' prior written notice to Lessor. Lessee shall, within ten (10) 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
referred to in Paragraph 8.2.

     8.4 WAIVER OF SUBROGATION. Lessee and Lessor each hereby waives any and
all rights of recovery against the other, or against the officers, employees,
agents and representatives of the other, for loss of or damage to such waiving
party or its property or the property of others under its control, where such
loss or damage is insured against under any insurance policy in force at the
time of such loss or damage. 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.

     8.5 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 in 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.

     8.6 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 of 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
located. In the event of another Tenant causing a shut down, no rent shall be
paid during the period of Lessee's inability to operate or conduct business.

9. DAMAGE OR DESTRUCTION.

     9.1 PARTIAL DAMAGE-INSURED. Subject to the provisions of Paragraphs 8.3
and 8.4, if the Premises are damaged and such damage was caused by a casualty
covered under an insurance policy required to be maintained pursuant to
Paragraph 8.2, Lessor shall at Lessor's expense repair such damage as soon as
reasonably possible and this Lease shall continue in full force and effect but
Lessor shall not repair or replace Lessee's fixtures, equipment or tenant
improvements.

     9.2 PARTIAL DAMAGE-UNINSURED. Subject to the provisions of Paragraphs 8.3
and 8.4, if at any time during the term hereof the Premises are damaged, except
by a negligent or willful act of Lessee (in which event Lessee shall make the
repairs, at its expense) and such damage was caused by a casualty not covered
under an insurance policy required to be maintained by Lessor pursuant to
Paragraph 8.2, 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.

                                              Initials:  /s/ AUTHORIZED INITIALS
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     9.3  TOTAL DESTRUCTION. If at any time during the term hereof the Premises
are totally destroyed from any cause whether or not covered by the insurance
required to be maintained by Lessor pursuant to Paragraph 8.2 (including any
total destruction required by any authorized public authority) this Lease shall
automatically terminate as of the date of such total destruction.

     9.4  DAMAGE NEAR END OF TERM. If the Premises are partially destroyed or
damaged during the last six months of the term of this Lease, 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 action to do so
within 30 days after the date of occurrence of such damage.

     9.5  ABATEMENT OF RENT: LESSEE'S REMEDIES.

          (a)  If the Premises are partially destroyed or damaged and Lessor or
Lessee repairs or restores them 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.

     9.6  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.

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

10.  REAL PROPERTY TAXES.

     10.1 PAYMENT OF TAX INCREASE. Lessor shall pay all real property taxes
applicable to the Premises; provided, however, that Lessee shall not pay, in
addition to rent, the amount, if any, by which real property taxes applicable to
the Premises increase over the fiscal tax year 19  . Such payment shall be made
by Lessee within thirty (30) days after receipt of Lessor's written statement
setting forth the amount of such increase and the computation thereof. If the
term of this Lease shall not expire concurrently with the expiration of the tax
fiscal year, Lessee's liability for increased taxes for the last partial lease
year shall be prorated on an annual basis. See Addendum Section 8.2.

     10.2 DEFINITION OF "REAL PROPERTY" TAX. As used herein, the term "real
property tax" shall include any form of assessment, license fee, commercial
rental tax, levy, penalty, or tax (other than inheritance or estate taxes),
imposed by any authority having the direct or indirect power to tax, including
any city, county, state or federal government, or any school, agricultural,
lighting, drainage or other improvement district thereof, as against 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, or as against Lessor's business of leasing the Premises or any tax
imposed in substitution, partially or totally, of any tax previously included
within the definition of real property tax, or any additional tax the nature of
which was previously included within the definition of real property tax.

     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 determination thereof, in good faith,
shall be conclusive.

     10.4 PERSONAL PROPERTY TAXES.

          (a)  Lessee shall not 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.  UTILITIES. Lessee shall pay for all water, gas, heat, light, power,
telephone 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. Lessee shall not voluntarily or by
operation of law assign, transfer, mortgage, sublet, or otherwise transfer or
encumber all 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. Any attempted assignment, transfer mortgage, encumbrance or
subletting without such consent shall be void, and shall constitute a breach of
this Lease. Upon Lessee giving notice to Lessor, Lessor shall object in
writing within thirty (30) days.

     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.

     12.3 ATTORNEY'S FEE. 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 $250.00 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 made 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.

          (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 for the
benefit of creditors; (ii) the filing by or against Lessee of a petition to have
Lessee adjudged a bankrupt or a petition for reorganization or arrangement under
any law relating  to bankruptcy (unless, in the case of a petition filed against
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.

          (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.

     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 from 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 Lesse proves could be reasonably 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 of California.

     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,
Lessee shall pay to Lessor a late charge equal to 6% of such overdue amount. The
<PAGE>   4
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.

14. CONDEMNATION. If the premises or any portion thereof are taken under the
power of eminent domain, or sold under the threat of the exercise of said power
(all of which are herein called "condemnation"), this Lease shall terminate as
to the part so taken as of the date the condemning authority takes title or
possession, whichever first occurs. If more than 10% of the floor area of the
improvements on the premises, or more than 25% of the land area of the Premises
which is not occupied by any improvements, is taken by condemnation. 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 taken bears to the total floor
area of the building situated on the Premises. Any award for the taking of all
or any part of the Premises under the power of eminent domain or any payment
made under threat of the exercise of such power shall be the property of
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.  Upon execution of this Lease by both parties. Lessor shall
pay to Pacific Inland Commercial Real Estate, a licensed real estate brokers a
fee as set forth in a separate agreement between Lessor and said broker, or in
the event there is no separate agreement between Lessor and said broker, the
sum of $ as per agreed, for brokerage services rendered by said broker to
Lessor in this transaction. Lessor further agrees that if Lessee exercises any
option granted herein or any option substantially similar thereto, either to
extend the term of this Lease, to renew this Lease, to purchase said Premises
or any part thereof and/or any adjacent property which Lessor may own or in
which Lessor has an interest, or any other option granted herein, or if said
broker is 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, than as to any of said transactions. Lessor shall pay
said broker a fee in accordance with the schedule of said broker in effect at
the time of execution of this Lease. 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, by accepting an assignment of such interest, 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.

16. GENERAL PROVISIONS.

         16.1 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) Lessee's failure to deliver such statement within such time
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.

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

         16.2 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 the then 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.

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

         16.4 INTEREST ON PAST-DUE OBLIGATIONS. Except as expressly herein
provided, any amount due to Lessor not paid when due shall bear interest at 10%
per annum 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.

         16.5 TIME OF ESSENCE. Time is of the essence.

         16.6 CAPTIONS. Article and paragraph captions are not a part hereof.

         16.7 INCORPORATION OF PRIOR AGREEMENTS; AMENDMENTS. This Lease contains
all agreements of the parties with respect to any matter mentioned herein. No
prior agreement or understanding pertaining to any such matter shall be
effective. This Lease may be modified in writing only, signed by the parties in
interest at the time of the modification. Except as otherwise stated in this
Lease. 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.

         16.8 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 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.

         16.9 WAIVERS. No waiver by Lessor of 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.

         16.10 RECORDING. Lessee shall not record this Lease without Lessor's
prior written consent, and such recordation shall, at the option of Lessor,
constitute a non-curable default of Lessee hereunder. Either party shall, upon
request of the other, execute, acknowledge and deliver to the other a "short
form" memorandum of this Lease for recording purposes.

         16.11 HOLDING OVER. If Lessee remains in possession of the Premises or
any part thereof after the expiration of the term hereof without the express
written consent of Lessor, such occupancy shall be a tenancy from month to
month at a rental in the amount of the last monthly rental plus CPI if Lessee
is in Option Period.

         16.12 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.

         16.13 COVENANTS AND CONDITIONS. Each provision of this Lease
performable by Lessee shall be deemed both a covenant and a condition.

         16.14 BINDING EFFECT CHOICE OF LAW. Subject to any provisions hereof
restricting assignment or subletting by Lessee and subject to the provisions of
Paragraph 16.2, this Lease shall bind the parties, their personal
representatives, successors and assigns. This Lease shall be governed by the
laws of the State of California.

         16.15 SUBORDINATION.

            (a) This Lease, at Lessor's option, shall be subordinate to any
ground lease, mortgage, deed of trust, or any other hypothecation for 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 rights 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 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
such subordination or to make this Lease prior to the lien of any mortgage, deed
of trust or ground lease, as the case may be, and failing to do so within ten
(10) days after written demand, does hereby make, constitute and irrevocably
appoint Lessor as Lessee's attorney in fact and in Lessee's name, place and
stead, to do so.

         16.16 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.

         16.17 LESSOR'S ACCESS. Lessor and Lessor's agents 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.


                                      -4-
<PAGE>   5
     16.18 SIGNS AND AUCTIONS. Lessee shall be allowed signage by city and
county code with Lessor 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.

     16.19 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.

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

     16.21 CONSENTS. 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.

     16.23 QUIET POSSESSION. Upon Lessee paying the fixed rent reserved
hereunder 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.

     16.24 OPTIONS. In the event that the Lessee, under the terms of this Lease,
has any option to extend the term of this Lease, or any option to purchase the
premises or any right of first refusal to purchase the premises or other
property of Lessor, then each of such options and rights are personal to Lessee
and may be exercised or be assigned, voluntarily except as provided in Addendum.
or to any one Lessee does not need the consent of Lessor to assign this Lease.
In the event that Lessee hereunder has any multiple options to extend this Lease
a later option to extend the lease cannot be exercised unless the prior option
has been so exercised. No option may be exercised at a time when the Lessee is
in default under its obligations under this Lease.

     16.25 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. Further, Lessee will promptly pay its prorata share, as reasonably
determined by Lessor, of any maintenance or repair of such portion of the
Premises or such portion of the property of which the Premises are a part, which
are common areas or used by Lessee and other occupants thereof. The violations
of any such rules and regulations, or the failure to pay such prorata share of
costs, shall be deemed a material breach of this Lease by Lessee.

     16.26 ADDITIONAL PROVISIONS. If there are no additional provisions draw a
line from this point to the next printed word after the space left here. If
there are additional provisions place the same here.


Addendum -- dated June 30, 1993 and consisting of 10 pages.
Exhibits(s) -- A, B, C and D (letter of July 9, 1993).








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

     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.

                                            Upland Technology Associates, a
Executed at Upland                          California general partnership
            ---------------------           -------------------------------

on July 9, 1993                             By /s/ STEPHEN J. MULLER
   ------------------------------              ----------------------------
                                               General Partner

Address                                     By
        -------------------------              ----------------------------

---------------------------------

                                                 "LESSOR" (Corporate seal)

                                            JK MOLDS, a California Corporation
                                                           and
                                              AMERICAN TECHNICAL MOLDING, a
Executed at                                     California Corporation
            ---------------------           ----------------------------------

on                                          By /s/ JACK KELLEY
   ------------------------------              ----------------------------
                                               Jack Kelley, President (JK MOLDS)

Address                                     By /s/ ROCKY MORRISON 7-9-93
        -------------------------              ----------------------------
                                               Rocky Morrison, President (ATM)
---------------------------------
                                                 "LESSEE" (Corporate seal)


<PAGE>   6
                  ADDENDUM TO STANDARD INDUSTRIAL LEASE-GROSS


This Addendum is made as of June 30, 1993 by and between Upland Technology
Associates, a California general partnership ("Lessor") and JK Molds, a
California corporation, and American Technology Molding, a California
corporation ("Lessee"), with respect to the Standard Industrial Lease-Gross
between Lessor and Lessee dated concurrently herewith ("AIREA Lease"). The AIREA
Lease, as amended hereby is hereafter referred to as the "Lease". To the extent
that the provisions of this Addendum are inconsistent with the terms and
conditions of the AIREA Lease, such inconsistencies shall take priority as
follows:(i) printed or written inserts to this Addendum, (ii) typed, printed or
written inserts to the AIREA Lease, (iii) this Addendum, and (iv) the printed
form AIREA Lease. The term "Paragraph" means a paragraph in the AIREA Lease.
The term "Section" means a section in this Addendum, and the actual Section
references are numbered to correspond to the paragraph references in the AIREA
Lease. All capitalized terms not otherwise defined herein shall have the
meaning set forth in the AIREA Lease.

2.1  Premises: The Premises consist of two spaces, as further shown on Exhibit
A attached hereto and incorporated herein by this reference. The total Premises
measure approximately 45,500 usable square feet.

2.2  Expansion Space:  The Lease Premises will be increased to include
approximately 10,300 square feet usable of adjacent space at the commencement
of the fifth year ("Expansion Space"). The rental rate for the Expansion Space
will be at the same unit price as set forth in Section 4.1 under "44,400
sq.ft.". The Lessee will be provided a right of first refusal before Lessor
leases the Expansion Space or renews any existing tenant within the Expansion
Space to lease the Expansion Space prior to the commencement of the fifth
initial lease year. Lessor will grant access to the restrooms which are
contained in the Expansion Space to the Lessee prior to the Lessor's installing
a demising wall or leasing the Expansion Space to a new tenant.

2.3  Tenant Access:  Tenant will be allowed permanent access to its Premises
from the most easterly portion of the building in which the Premises is
located, which will now be designated common area and will remain with JK Molds
space until they vacate at no cost. It is understood that upon leasing the
adjacent easterly space, such common area may be shared by the new tenant.

3.3  Option to Extend:  The Lessee will have two (2) five (5) year options.
Each extension option must be exercised, if at all, by irrevocable notice in
writing of such exercise delivered by Lessee to Lessor not later than 6 months
prior to the end of the term.

3.4  Lessee shall have the right of 1st refusal on adjoining property known as
2066 Suite B. Lessee shall have 20 days from the date of notice to give Lessor
written notice of their intent to Lessee said premises. The Lease of Suite "6"
to coincide with master Lease.



                                       1
<PAGE>   7

4.1      Rent Schedule:    44,400 sq. ft*    1,100 sq. ft.
         --------------    --------------    -------------

         Initial Term:
         Months 1-2        Abated            Abated
         Months 3-30       $.225/sq. ft.     $.113/sq. ft.
         Months 31-60      $.290/sq. ft.     $.145/sq. ft.
         Months 61-120     $.355/sq. ft.     $.178/sq. ft.

               The first five (5) year option will be calculated on the Lease
         Option Terms: cumulative increase in the CPI over the previous five
         Months 121-180 year period not to exceed twenty five percent (25%) .443
         per square foot price. Total price/mo-.443 this rate will then be fixed
         for years eleven (11) through fifteen (15).

               "CPI" means the Consumer Price Index for All Urban Consumers
         (base year 1982-1984 = 100) for Los Angeles-Anaheim-Riverside CMSA
         published by the United States Department of Labor, Bureau of Labor
         Statistics.

         Months 181-240 the fair rental value for the Premises in Month 180.

5.1      Security Deposit: Upon the end of the 60th month of the Lease term (or
         if any uncured defaults then exist, at such time as all defaults have
         thereafter been cured in full and Lessee is no longer in otherwise in
         default), the security deposit will be returned to Lessee.

8.1      Insurance: The reference to "$500,000" shall be changed to
         "$1,000,000".

8.2(b)   Lessee's Premiums: Lessee shall pay to Lessor during all extension
         terms as described in Section 3.3, as additional rental, the amount of
         any increase in premiums for the insurance required under Paragraph 8.2
         and 10.1 over and above such premiums paid during the Base Period, as
         herein defined, whether such premium increase shall be the result of
         Lessee's use and occupancy of the Premises, any act or omission of
         Lessee, requirements of a holder of a deed of trust or mortgage
         covering the Premises, or increased valuation of the Premises or
         general rate increases. The term "Base Period" means the last 12 months
         of the initial term. Any increase in such premiums and years combined
         shall be limited to the lesser of the actual increase or 3% per annum
         of the actual increase since the end of the Base Period. The fiscal
         tax year described in Paragraph 10.1 shall be 2002-2003.

12.3.1   Notwithstanding the foregoing, Lessor shall release Lessee from
         liability under this Lease arising after an assignment of the Lease
         provided that the following conditions

-------------
* Subject to change after the Architects measurement of interior walls.

                                       2

<PAGE>   8
         have been met to Lessor's satisfaction: (a) the assignee has executed a
         written assumption agreement in form and substance acceptable to
         Lessor; (b) the provisions of Section 17.9 have been satisfied; and (c)
         Lessor has been provided evidence that the net worth of the assignee is
         not less than the greater of two million $2,000,000.00, escalated 5%
         per annum commencing on the Commencement Date.

16.16    Dispute Resolution. Except as specified below, all disputes and
         controversies relating to or arising out of the interpretation,
         construction, performance, or breach of this Lease (including without
         limitation actions sounding in tort, fraud or contract) shall be
         settled by arbitration pursuant to the Commercial Arbitration Rules of
         the American Arbitration Association ("AAA") as amended from time to
         time, except as specified to the contrary in this Section.
         Notwithstanding this Section, unlawful detainer actions under
         California Code of Civil Procedure Section 1161 and prejudgment
         provisional remedies (other than writs of attachment) shall not be
         subject to arbitration and shall be filed with the California Superior
         Court for San Bernardino County (the "County"), and the parties submit
         to personal jurisdiction of such Court. Either party requesting
         arbitration under this Lease shall make a demand on the other party by
         registered or certified mail with a copy to the AAA. The arbitration
         shall take place at a location selected by the AAA in the County as
         noticed by the AAA, whether or not one of the parties fails or refuses
         to participate. The arbitrators shall be empowered to order attachments
         as a provisional remedy. Judgment upon the arbitrators' award shall be
         binding, and the award and enforcement remedies may be entered in any
         court having jurisdiction. The arbitrator(s) shall submit a written
         decision, including findings of facts. The AAA shall select the
         arbitrator pursuant to its rules, provided that the arbitrator shall be
         a licensed California real estate attorney with not less than (5) years
         of experience. Prior to the arbitration, Lessor and Lessee shall each
         advance one half of the arbitration fees of the AAA. If either party
         fails to advance the arbitration fees, then the paying party shall
         advance the entire fee, but the non-paying party's claim, answer and
         cross-claims (as the case may be) shall be stricken and the non-paying
         party shall not be entitled to submit any evidence on its behalf or
         deny any claims or contentions of the other party. It is the intention
         of the parties that any dispute submitted to the procedures prescribed
         herein be resolved expeditiously. Accordingly, the following procedures


                                       3
<PAGE>   9
          shall be followed in lieu of those otherwise prescribed by the AAA:
          witness lists and documents to be submitted as evidence shall be
          exchanged at least ten days prior to the arbitration; no discovery
          shall be permitted except that Lessor and Lessee shall each be
          entitled to one deposition to be held in the County. This arbitration
          provision shall be construed broadly so as to mandate arbitration of
          the widest range of claims, excepting only those excluded above. Any
          dispute regarding whether a matter is subject to arbitration shall be
          arbitrated. Should the AAA decline to accept an arbitration pursuant
          to this Section, such provisions of this Section as may be
          unacceptable to the AAA shall be stricken, with the remainder
          continuing in full force and effect, and if AAA still declines to
          accept the claim, then the arbitration shall be submitted to the
          Judicial Arbitration & Mediation Services, Inc.

16.16.1   Attorney's Fees. Should any party institute any action, proceeding,
          suit, arbitration, appeal and other similar proceeding or other
          non-judicial dispute resolution mechanism ("Action") to enforce or
          interpret this Lease or any provision hereof, for damages by reason of
          any alleged breach of this Lease or of any provision hereof, or for
          fraud or other torts in connection with the Lease such as fraud in the
          inducement, or for a declaration of rights hereunder, the prevailing
          party in such Action shall be entitled to receive from the other party
          all costs and fees ("Fees"), incurred by the prevailing party in
          connection with such Action, including without limitation reasonable
          attorneys' fees, accountants' fees, expert witness fees, and any and
          all other similar fees, costs and expenses incurred in connection with
          the action or proceeding and preparations therefor.

16.16.2   Bankruptcy. If any party files for protection under, or voluntarily or
          involuntarily becomes subject to, any chapter of the United States
          Bankruptcy Code or similar state insolvency laws, the other party
          shall be entitled to any and all Fees incurred to protect such party's
          interest and other rights under this Lease, whether or not such action
          results in a discharge.

17.       Hazardous Materials Provisions

17.1      Definitions. As used in this Section the following terms shall have
          the meanings set forth below:

          Consultant: a registered environmental consultant.

          Environmental Activities: the use, generation, storage,
          transportation, handling or disposal of Hazardous Materials in or
          about the Premises or Industrial Center.

          Environmental Assessment: an investigation of the Premises and/or
          Industrial Center for (i) Hazardous Materials contamination in, about
          or beneath the Premises or Industrial Center, and (ii) to assess all
          Environmental Activities on the Premises or Industrial Center for
          compliance with all applicable laws, ordinances and regulations



                                       4
<PAGE>   10
     and for the use of procedures intended to reasonably reduce the risk of a
     release of Hazardous Materials.

     Hazardous Materials: asbestos, any petroleum fuel and any hazardous or
     toxic substance, material or waste which is or becomes regulated by any
     local governmental authority, the State of California or the United States
     Government, including, but not limited to, any material or substance
     defined as a "hazardous substance," "hazardous material" or "toxic
     pollutant" under the California Health and Safety Code and/or under the
     Comprehensive Environmental Response, Compensation and Liability Act, 42
     U.S.C. Section 9601, et seq.

     Laws: any federal, state and local laws, ordinances and regulations and all
     rules, licenses, permits, orders, decrees and judgments relating to
     Environmental Activities.

     Lessee's Agents: any of Lessee's employees, agents, contractors,
     sublessees, assignees, licensees, concessionaires and invitees.

17.2 Use, Storage, Handling and Disposal. Lessee covenants to comply with all
     laws and other terms and conditions as set forth by all state and federal
     and local regulatory agencies regarding the use, storage and disposal of
     Hazardous Materials. Lessee shall not possess or use on the Premises any
     Hazardous Materials for which Lessee does not have all appropriate licenses
     and permits. Lessee shall, upon accepting occupancy, provide Lessor with a
     complete list of all Hazardous Materials that Lessee intends to have on
     the Premises ("Hazardous Materials List"). Further Lessee agrees to update
     the Hazardous Materials List with any new or different Hazardous Materials
     immediately upon bringing them on the Premises subsequent to the submission
     of the original Hazardous Materials List throughout the term of the Lease.

     Notwithstanding the foregoing, Lessee shall not install, operate or
     maintain any above or below grade tank, sump, pit, pond, lagoon or other
     storage or treatment vessel or device (collectively "tank") on the
     Industrial Center; provided that above grade tanks may be installed with
     Lessor's prior written approval which shall not be unreasonably withheld;
     and further provided that above grade water tanks and water chillers may be
     installed.

17.3 Compliance with Laws. Lessee, at its sole cost and expense, shall comply
     and shall cause Lessee's Agents to comply, with all Laws. Lessee's breach
     of any of its covenants or obligations under this Section 17 shall
     constitute a material default under the Lease. The obligations of the
     Lessee under this Section 17 shall survive the expiration or earlier
     termination of the Lease without any limitation, and shall constitute
     obligations that are independent and severable from Lessee's covenants and
     obligations to pay rent under the Lease.

17.4 Exculpation of Lessor. Other tenants of the Industrial Center may be using,
     handling

                                       5
<PAGE>   11
     or storing certain Hazardous Materials in connection with such tenants' use
     of their premises. The failure of another tenant to comply with applicable
     laws and procedures could result in a release of Hazardous Materials and
     contamination to improvements within the Industrial Center or the soil and
     ground water thereunder. In the event of such release, the tenant which is
     responsible for the release, and not Lessor, shall be solely responsible
     for any claim, damage or expense incurred by Lessee by reason of such
     contamination.

17.5 Disclosure and Notification. Lessee hereby agrees to, within a reasonable
     time notify the Lessor of any violations that Lessee is cited for by any
     federal, state, local or other regulatory agency concerning Lessee's
     operation in regard to any condition resulting from Lessee's use of
     Hazardous Materials.

17.6 Inspection of Premises. From time to time during the Term and on or within
     a 60 days period after the expiration or termination of the Term, Lessor
     may retain a Consultant to perform an Environmental Assessment, at Lessor's
     expense, except as provided below. The Environmental Assessment shall be
     performed in a manner reasonably calculated to discover the presence of
     Hazardous Materials contamination and shall be of a scope and intensity
     reflective of the general standards of professional environmental
     consultants who regularly provide environmental assessment services in
     connection with the transfer or leasing of real property. Additionally, the
     Environmental Assessment shall take into full consideration the past and
     present uses of the Industrial Center and other factors unique to the
     Industrial Center. If the Environmental Assessment discloses either (i)
     Hazardous Material contamination in, about or beneath the Premises or
     Industrial Center resulting from Lessee's or its Agents' Environmental
     Activities, or(ii) Lessee's or Lessee's Agents' non-compliance with any
     Laws or other applicable laws, ordinances and regulations or Lessee's or
     Lessee's Agents' non-use of procedures intended to reasonably reduce the
     risk of a release of Hazardous Materials, Lessee shall pay Lessor on demand
     the cost of the Environmental Assessment as additional rent. Lessor shall
     have 60 days after the expiration or termination of the Lease to retain a
     Consultant and complete an Environmental Assessment.

     Lessee covenants to reasonably cooperate with the Consultant to allow entry
     and reasonable access to all


                                       6
<PAGE>   12
          portions of the Premises for the purpose of Consultant's
          investigation. Notwithstanding the above, and except for "Mandatory
          Recommendations" below, Lessee need not comply with Recommendations to
          the extend the cost thereof would exceed $1,000 per year. "Mandatory
          Recommendations" are those which (i) are made of remediate or prevent
          existing or immanent contamination or violation of Laws, (ii) mandated
          by Laws or a governmental agency, or (iii) relate to or arise from
          Hazardous Materials not permitted pursuant to the original Hazardous
          Materials List or changes in the use of processes with permitted
          Hazardous Materials.


               Prior to surrendering possession of the Premises, Lessee shall
          remove any personal property, equipment, fixture (except for any
          fixture installed by Lessor) and/or storage device or vessel on or
          about the Premises which is contaminated by or which contains
          Hazardous Materials.

17.7      Indemnification. Lessee shall indemnify, protect, defend (with counsel
          satisfactory to Lessor) and hold harmless Lessor, its partners,
          shareholders, affiliates, directors, officers, employees, agents,
          contractors, assigns and any successors to Lessor's interest in the
          Premises or Industrial Center from and against any and all loss,
          cost, damage, expense (including reasonable attorney's fees and
          costs), claim, cause of action, judgment, penalty, fine or liability
          directly or indirectly relating to or arising from (i) any
          Environmental Activity by Lessee or Lessee's Agents, (ii) any
          investigative, remedial or clean-up work undertaken by or for Lessee
          in connection with Lessee's or Lessee's Agents' Environmental
          Activities or its compliance with Laws, or (iii) the breach by Lessee
          of any of its obligations and covenants set forth in this Section 17.
          Lessor shall have the right but not the obligation to join and
          participate in, if it so elects, any legal proceedings or actions
          initiated in connection with Lessee's Environmental Activities. Lessor
          in conjunction with Lessee may also negotiate, defend and appeal any
          action taken or issued by any applicable governmental authority with
          regard to contamination of the Premises or Industrial Center by
          Hazardous Materials. Any costs or expenses incurred by Lessor for
          which Lessee is responsible under this Section 17 or for which Lessee
          has indemnified Lessor shall be reimbursed by Lessee on demand as
          additional rent.

17.8      Remediation. If any Environmental Activities undertaken by Lessee or
          Lessee's Agents result in contamination of the Premises or Industrial
          Center or the soil or ground water thereunder, subject to Lessor's
          prior written approval and any conditions imposed by Lessor, Lessee
          shall promptly take all actions, at its sole expense and without
          abatement of rent, as are necessary (i) to remediate the affected
          property as required by applicable Laws and federal, state, or local
          governmental authorities, (ii) to mitigate reasonably such
          environmental damages, and (iii) to return the affected portion of the
          Premises or Industrial Center and the soil and ground water to such
          condition which restores to Lessor the full economic use and value
          thereof. Lessor's approval of such remedial work shall not be
          unreasonably withheld so long as such actions will not cause a
          material adverse effect on the Premises or


<PAGE>   13
     Industrial Center. Lessee shall only hire contractors who are qualified and
     licensed to do such remedial work as deemed necessary. All such remedial
     work shall be performed in compliance with all applicable laws, ordinances
     and regulations and in such a manner as to minimize any interference with
     the use and enjoyment of the Industrial Center. Appearance of a Hazardous
     Material in or about the Premises or Industrial Center which is either the
     result of the Environmental Activities of Lessee or Lessee's Agent, or
     which does not substantially impair Lessee's ability to transact its
     business from the Premises, shall not be deemed an occurrence of damage or
     destruction subject to the terms of the Lease respecting damage or
     destruction caused by an act of God, force of nature, fire, flood,
     earthquake or other casualty. Appearance of Hazardous Material in or about
     the Premises or Industrial Center which is the result of activities other
     than Lessee's or Lessee's Agents' Environmental Activities, and the
     presence of which substantially impairs Lessee's ability to transact it
     business from the Premises, shall be deemed an occurrence of damage or
     destruction subject to the terms of the Lease respecting damage or
     destruction caused by an act of God, force of nature, fire, flood,
     earthquake or other casualty.

17.9 Assignment and Subletting. In the event the Lease provides that Lessee may
     assign or sublet the Lease subject to Lessor's consent and/or certain
     other conditions, and if the proposed assignee's or sublessee's activities
     in or about the Premises or Industrial Center involve the use, handling,
     storage or disposal of any Hazardous Materials other than those used by
     Lessee and in quantities and processes similar to Lessee and in quantities
     and processes similar to Lessee's uses in compliance with this Section 17,
     then it shall be reasonable for Lessor to withhold its consent to such
     assignment or sublease if Lessor determines in its sole discretion that
     there may be a risk of contamination posed by such proposed activities.
     Lessor will approve or disapprove of a proposed assignment or sublease
     within 30 days of receipt of such information concerning the assignee or
     subtenant and its proposed Hazardous Materials and Environmental
     Activities as Lessor may reasonably request.

18.  Parking: Lessee shall be entitled to parking spaces equal to the greater
     of (i) 100, or (ii) the number of parking spaces required by applicable
     law for the Premises (whichever is more). Lessor shall have no obligation
     to police use of such spaces, and no liability if others use such spaces.
     Lessor shall have the right to provide reserved parking for other tenants
     in the Industrial Center. Lessor may designate and stripe up to 25% of
     Lessee's parking spaces for compact vehicles and 75% for full sized
     vehicles. Forty (40) of Lessee's parking spaces will be located in the
     parking lot in front of the building in which the Premises are located.

19.  ADA: Lessor and Lessee hereby agree to allocate and be responsible for
     duties and liabilities under the Americans With Disabilities Act, as
     amended from time to time ("ADA") with respect to the Premises and the
     Industrial Center as set forth in this Section. All quoted terms shall have
     the meaning set forth in the ADA. Lessee shall immediately notify Lessor at
     such time as Lessee is or becomes a "public accommodator" with respect to
     the Premises ("Notice"). Upon receipt of Notice, Lessor shall comply with
     the Subchapter III of the ADA with respect to providing access to, but not
     within, the Premises and within the common areas of the Industrial Center
     to the extent such compliance is "readily achievable", and except for Major
     Accommodations (defined below). Lessee shall comply with the all other
     obligations and aspects of the ADA, including without limitation: (i) the
     interior of the Premises, (ii) the exterior of the Premises as a result of
     changes from Lessee's initial use of the Premises, (iii) all provisions of
     the ADA not relating to the facilities of public accommodation, including
     without limitation, ADA Subchapters I and II, and (iv) any improvements or
     alterations costing in the aggregate in excess of $5,000 ("Major
     Accommodation"). Lessor and Lessee each indemnifies, defends, protects and
     holds harmless the other party and its owners, agents, employees and
     affiliates from any cost, loss or liability arising out of a breach of the
     indemnitor's obligations in this Section.

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

21.  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, employees and invitees from acts of third parties.

22.  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.

23.  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 of the Lease, the party against whom the obligation to pay the
     money is asserted shall have the right to make the 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 arbitration
     pursuant to Section 16.16 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 entitled to pay under the
     provisions of this Lease.

24.  Joint and Several Liability: JK Molds and America Technical Molding shall
     each be liable for that portion of the premises that each occupy for the
     obligations and duties of Lessee under the Lease.

     IN WITNESS WHEREOF, the undersigned have executed this Addendum on July 9,
1993 and made effective as of the date set forth above.


                               Lessee:       JK Molds, a California corporation

                                             By: /s/ JACK KELLEY
                                             ----------------------------------
                                                 Jack Kelley, President

                                             America Technical Molding,
                                             a California corporation

                                             By: /s/ ROCKY MORRISON
                                             ----------------------------------
                                                 Rocky Morrison, President

                               Lessor:       Upland Technology Associates,
                                             a California general partnership

                                             By: /s/ STEPHEN J. MULLER
                                             ----------------------------------
                                                 General Partner



                                       8
<PAGE>   14

               FIRST AMENDMENT TO STANDARD INDUSTRIAL LEASE-GROSS


This AMENDMENT TO STANDARD INDUSTRIAL LEASE - GROSS ("Amendment") is made and
entered into as of this 1st day of September, 1994 by and between UPLAND
TECHNOLOGY ASSOCIATES, a California general partnership ("Lessor") and J. K.
MOLDS, a California corporation and AMERICAN TECHNICAL MOLDING, a California
corporation ("Lessee"), with reference to that certain Standard Industrial
Lease-Gross dated as of June 30, 1993, by and between Lessor and Lessee
("Lease"). The promises, covenants, agreements and declarations made and set
forth herein are intended to and shall have the same force and effect as is set
forth at length in the body of the Lease. To the extent that any terms or
provisions of this Amendment are inconsistent with any terms or provisions of
the Lease, the terms and provisions of this Amendment shall prevail and control
for all purposes. Unless otherwise defined herein, all terms used in this
Amendment and defined in the Lease shall have the same meaning as is ascribed to
such terms in this Lease.

     2,2.1.  PREMISES:  The total Premises shall be expanded by 4,785 square
feet (hereafter referred to as the J. K. Molds Expansion Space), further shown
on Exhibit "A" attached hereto. The total premises now measures approximately
60,158 rentable square feet. The breakdown of the square footage's are J. K.
Molds 19,610 square feet and American Technical Molding 40,547 square feet.

     4,4.1. RENT (J. K. MOLDS EXPANSION SPACE): Effective September 1, 1994
Lessee will pay an additional $370.13 per month for 3,290 square feet of its
J.K. Molds Expansion Space. Upon completion of the landlord improvements to the
J.K. Molds expansion space, (described in paragraph, Exhibit C (E) herein),
Lessee will pay full rent on the J.K. Molds expansion space (4,785 square feet)
in the amount of $1,076.63 ($.225 per square foot) monthly. Expansion Space is
subject to rent adjustments provided in original lease. All other rent
adjustments per square foot shall remain the same as provided in original lease.



                                      -1-
<PAGE>   15

Exhibit C, (E). ADDITIONAL LANDLORD IMPROVEMENTS: In addition to improvements
specified in the original Lease Agreement Landlord will provide the following.
At such time as Landlord obtains a tenant for the adjacent premises,commonly
known as 2044 West 11th Street, Landlord will be obligated to complete
improvements to the J.K. Molds Expansion space (4,785 square feet) which will
include demolition of interior office and demising walls, painting of interior
walls and either, one rear loading dock with mechanical dock leveler or
widening of the front roll-up door. Any repairs or replacement to the existing
HVAC unit and reconditioning of the flooring will be the responsibility of J.K.
Molds.

     FULL FORCE AND EFFECT. Except as modified herein, the Lease shall remain
in full force and effect.

     IN WITNESS WHEREOF, Lessor and Lessee have executed this Amendment as of
the date set forth above.

"LESSOR"                                    "LESSEE"

UPLAND TECHNOLOGY ASSOCIATES,               J.K. MOLDS, a California corporation
a California general partnership            and AMERICAN TECHNICAL MOLDING,
                                            a California corporation


By: AUTHORIZED SIGNATURE                By: /s/ AUTHORIZED SIGNATURE
   --------------------------------         ------------------------------------
   Occidental Financial Group, Inc.
   Its General Partner

By: /s/ STEPHEN J. MULLER               By: /s/ AUTHORIZED SIGNATURE
   --------------------------------         ------------------------------------
   Stephen J. Muller
   General Partner
<PAGE>   16

              SECOND AMENDMENT TO STANDARD INDUSTRIAL LEASE-GROSS

     This AMENDMENT TO STANDARD INDUSTRIAL LEASE - GROSS ("Amendment") is made
and entered into as of this 12th day of November, 1997 by and between UPLAND
TECHNOLOGY CENTER, LLC, a limited liability company, successor in interest to
UPLAND TECHNOLOGY ASSOCIATES, a California general partnership ("Lessor") and J.
K. MOLDS, a California corporation and AMERICAN TECHNICAL MOLDING, a California
corporation  ("Lessee"), with reference to that certain Standard Industrial
Lease-Gross dated as of June 30, 1993 and First Amendment To Standard Industrial
Lease-Gross dated as of September 1, 1994, by and between Lessor and Lessee
("Lease"). The promises, covenants, agreements and declarations made and set
forth herein are intended to and shall have the same force and effect as is set
forth at length in the body of the Lease. To the extent that any terms or
provisions of this Amendment are inconsistent with any terms or provisions of
the Lease, the terms and provisions of this Amendment shall prevail and control
for all purposes. Unless otherwise defined herein, all terms used in this
Amendment and defined in the Lease shall have the same meaning as is ascribed to
such terms in this Lease.

     1. PREMISES. 2, 2.1: The total Premises shall be expanded by 9,375 square
        feet to include premises known as 2056 (hereafter referred to as the ATM
        Second Expansion Space), further shown on Exhibit "A" attached hereto.
        The total premises now measures approximately 69,533 useable square
        feet. The breakdown of the square footage is J. K. Molds 19,610 square
        feet and American Technical Molding 49,922 square feet.

     2. RENT 4, 4.1 (ATM SECOND EXPANSION SPACE): Effective January 1, 1998 or
        substantial completion of Lessor improvements as described in Paragraph
        3 herein, whichever is later, Lessee will pay an additional $3,375.00
        per month for 9,375 square feet. Upon execution of this Second Amendment
        Lessee shall prepay the first twelve- (12) months of rent for the ATM
        Second Expansion Space equaling $40,500.00. May pay $20,000.00 down and
        remaining as construction is completed.

        ATM Second Expansion Space is subject to a rent adjustment effective
        June 1, 1999 when the rent shall increase to $4,117.00 per month. All
        other rent adjustments for the existing square footage (excluding the
        ATM Second Expansion space consisting of 9,375 square feet) shall be
        adjusted as provided in original lease and First Amendment to Lease.

     3. ADDITIONAL LESSOR IMPROVEMENTS: In addition to improvements specified in
        the original Lease Agreement and First Amendment to Lease Lessor will
        provide the following improvements to 2056:

        I.   Connect electrical to an existing ATM panel. Will include only
             lighting in the warehouse, lunchroom and bathroom and exhaust fans
             in the bathrooms.

        II.  Provide a double wide access door from the lunchroom to the
             warehouse.


                                       1
<PAGE>   17
     4.   ACKNOWLEDGMENT: Lessee acknowledges that in order for 2056 to be made
          contiguous with Lessee's existing premises, Lessor must first
          relocate bathroom and lunchroom facilities for UVP (Tenant in 2066
          currently occupying the most Southerly portion of 2056). UVP has
          provisionally agreed to relocate their bathrooms and lunchroom to the
          most Northerly portion of 2056 and thus relinquish possession of the
          most Southerly portion of 2056 subject to final approval of
          construction drawings for the new bathrooms and lunchroom. Upon
          execution of this Second Amendment final construction drawings will
          be prepared for the new UVP bathrooms and lunchroom to be presented
          to UVP for final approval.

     5.   FULL FORCE AND EFFECT. Except as modified herein, the Lease shall
          remain in full force and effect.

       IN WITNESS WHEREOF, Lessor and Lessee have executed this Amendment as of
     the date set forth above.


     "LESSEE"
     J.K. MOLDS, a California corporation and
     AMERICAN TECHNICAL MOLDING, a
     California corporation

     By:  /s/ JACK KELLEY
          -------------------------
     Its: CEO
          -------------------------

     By:  /s/ ROCKY MORRISON
          -------------------------
     Its: President         1/18/98
          -------------------------


     "LESSOR"
     UPLAND TECHNOLOGY CENTER, LLC
     a California general partnership

     By:  /s/ AUTHORIZED SIGNATURE
          -------------------------
     Its:
          -------------------------

     By:  /s/ STEPHEN J. MULLER
          -------------------------
     Its: Managing Member  2-5-1998
          -------------------------

     By:  /s/ AUTHORIZED SIGNATURE
          -------------------------
     Its: Managing Member 2-10-1998
          -------------------------


                                       2