EXHIBIT 10.40


                            AMB PROPERTY CORPORATION
                                INDUSTRIAL LEASE

1. Basic Provisions ["Basic Provisions").

      1.1 PARTIES: This Lease ("Lease") dated December 6, 1999, is made by and
between AMB Property, L.P., a Delaware limited partnership, ("Landlord") and FMI
Int'l (West) LLC, a Delaware limited liability company ("Tenant") (collectively,
the "Parties" or individually, a "Party").

      1.2 PREMISES: The premises ("Premises"), which are the subject of this
Lease, are located in the industrial center commonly known as WILMINGTON AVENUE
DISTRIBUTION (the "Industrial Center") and are more commonly known as 22351
Wilmington Avenue, Carson, California 90745. The Premises are:

            [X] Approximately 315,000 square feet of space, plus the parking
area as depicted on Exhibit A. This space is a part of the building ("Building")
which is also identified on Exhibit A.

                                       or

            [ ] All of the building ("Building") identified on Exhibit A,
consisting of approximately ____________ square feet.

If the Premises are all of the Building, there shall, for purposes of this
Lease, be no distinction between the words "Premises" or "Building." Tenant
shall have nonexclusive rights to the Common Areas (as defined in Paragraph 2.2
below) but shall not have any rights to the roof, exterior walls, or utility
raceways of the Building or to any other buildings in the Industrial Center. The
Industrial Center consists of the Premises, the Building, the Common Areas, the
land upon which they are located, and all other buildings and improvements
within the boundaries of the Industrial Center.

      1.3 TERM: Seven (7) years and one (1) month ("Term") commencing the later
of April 1, 2000 or substantial completion of tenant improvements by Landlord
("Commencement Date") and ending seven (7) years and one (1) month after the
Commencement Date ("Expiration Date").

      1.4 BASE RENT: $141,750.00 per month ("Base Rent"), $141,750.00 is
payable on March 1, 2000 for the second month of the Lease term, the first month
of the Lease term being free of Base Rent.

      1.5 TENANT'S SHARE OF OPERATING EXPENSES ("Tenant's Share"):

          (a)   Common Area Operating Expenses           100%
          (b)   Building Operating Expenses              100%

      1.6 TENANT'S ESTIMATED MONTHLY RENT PAYMENT: Following is the estimated
monthly Rent payment to Landlord pursuant to the provisions of this Lease. This
estimate is made at the inception of the Lease and is subject to adjustment
pursuant to the provisions of this Lease:

          (a)    Base Rent (Paragraph 4.1)              $ 141,750.00
          (b)    Operating Expenses (Paragraph 4.2,
                 Excluding Real Property Taxes,
                 Landlord Insurance, and HVAC)          $   2,375.00

          (c)    Landlord Insurance (Paragraph 8.3)     $  1, 102.00
          (d)    Real Property Taxes (Paragraph 10)     $  14,018.00
          (e)    HVAC maintenance (Paragraph 4.2)       $     125.00

                 Estimated Monthly Payment                           $159,370.00

      1.7 SECURITY DEPOSIT: $600,000.00 by an irrevocable letter of credit
("LC") in Landlord's favor in form and substance and from a financial
institution acceptable to Landlord ("Security Deposit"). Notwithstanding the
foregoing, if Tenant has not been in default beyond any applicable cure period
in any prior period of the term of the Lease, the amount of the LC shall be
reduced to $450,000.00 for months 31-60 of the term of the Lease and reduced to
$300,000.00 for months 61-84 of the term of the Lease.

      l.8 PERMITTED USE ("Permitted Use"): GENERAL OFFICE, WAREHOUSE,
DISTRIBUTION AND STORAGE OF OCEAN CONTAINERS, STORAGE CONTAINERS, TRUCK DRIVERS'
PERSONAL VEHICLES AND TRACTORS OUTSIDE OF THE BUILDING, PROVIDED SUCH USES ARE
IN COMPLIANCE WITH ALL LAWS AND FOR NO OTHER USE.

      1.9 GUARANTOR: FASHION MARKETING INC., A NEW JERSEY CORPORATION, AND
FASHION MARKETING LLC, A DELAWARE LIMITED LIABILITY COMPANY

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      1.10 ADDENDA: Attached hereto are the following Addenda, all of which
constitute a part of this Lease:

           (a)   Addendum:   TENANT IMPROVEMENT ADDENDUM
           (b)   Addendum:   RENT ADJUSTMENT ADDENDUM
           (c)   Addendum:   OPTION TO EXTEND
           (d)   Addendum:   EARLY POSSESSION AND INDUCEMENT RECAPTURE ADDENDUM
           (e)   Addendum:   RENT ABATEMENT ADDENDUM

      l.11 EXHIBITS: Attached hereto are the following Exhibits, all of which
constitute a part of this Lease:

           Exhibit A:   Description of Premises.
           Exhibit B:   Commencement Date Certificate.
           Exhibit C:   Estoppel Certificate
           Exhibit D:   Hazardous Substances Questionnaire

      1.12 ADDRESS FOR RENT PAYMENTS: All amounts payable by Tenant to Landlord
shall, until further notice from Landlord, be paid to AMB Property Corporation
at the following address:

           AMB Property, L.P.
           Box 842524
           Dallas Texas 75284-2524


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                                TABLE OF CONTENTS

                                                                            PAGE

1.  BASIC PROVISIONS                                                         1
    1.1     Parties                                                          1
    1.2     Premises                                                         1
    1.3     Term                                                             1
    1.4     Base Rent                                                        1
    1.5     Tenant's Share of Operating Expenses                             1
    1.6     Tenant's Estimated Monthly Rent Payment                          1
    1.7     Security Deposit                                                 1
    1.8     Permitted Use                                                    1
    1.9     Guarantor                                                        1
    1.10    Addenda                                                          1
    1.11    Exhibits                                                         2
    1.12    Address for Rent Payments                                        2
2.  PREMISES AND COMMON AREAS                                                3
    2.1     Letting                                                          3
    2.2     Common Areas - Definition                                        3
    2.3     Common Areas - Tenant's Rights                                   3
    2.4     Common Areas - Rules and Regulations                             3
    2.5     Common Area Changes                                              3
3.  TERM                                                                     3
    3.1     Term                                                             3
    3.2     Delay in Possession                                              3
    3.3     Commencement Date Certificate                                    3
4.  RENT                                                                     3
    4.1     Base Rent                                                        3
    4.2     Operating Expenses                                               4
5.  SECURITY DEPOSIT                                                         5
6.  USE                                                                      5
    6.1     Permitted Use                                                    5
    6.2     Hazardous Substances                                             5
    6.3     Tenant's Compliance with Requirements                            6
    6.4     Inspection: Compliance with Law                                  6
7.  MAINTENANCE, REPAIRS, TRADE FIXTURES, AND ALTERATIONS                    6
    7.1     Tenant's Obligations                                             6
    7.2     Landlord's Obligations                                           7
    7.3     Alterations                                                      7
    7.4     Surrender/Restoration                                            7
8.  INSURANCE; INDEMNITY                                                     7
    8.1     Payment of Premiums                                              7
    8.2     Tenant's Insurance                                               7
    8.3     Landlord's Insurance                                             7
    8.4     Waiver of Subrogation                                            7
    8.5     Indemnity                                                        8
    8.6     Exemption of Landlord from Liability                             8
9.  DAMAGE OR DESTRUCTION                                                    8
    9.1     Termination Right                                                8
    9.2     Damage Caused by Tenant                                          8
10. REAL PROPERTY TAXES                                                      8
    10.1    Payment of Real Property Taxes                                   8
    10.2    Real Property Tax Definition                                     8
    10.3    Additional Improvements                                          9
    10.4    Joint Assessment                                                 9
    10.5    Tenant's Property Taxes                                          9
11. UTILITIES                                                                9
12. ASSIGNMENT AND SUBLETTING                                                9
    12.1    Landlord's Consent Required                                      9
    12.2    Rent Adjustment                                                  9
13. DEFAULT; REMEDIES                                                        9
    13.1    Default                                                          9

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                                TABLE OF CONTENTS

                                                                            PAGE

    13.2    Remedies                                                         10
    13.3    Late Charges                                                     10
14. CONDEMNATION                                                             10
15. ESTOPPEL CERTIFICATE AND FINANCIAL STATEMENTS                            10
    15.1    Estoppel Certificate                                             10
    15.2    Financial Statement                                              11
16. ADDITIONAL COVENANTS AND PROVISIONS                                      11
    16.1    Severability                                                     11
    16.2    Interest on Past-Due Obligations                                 11
    16.3    Time of Essence                                                  11
    16.4    Landlord Liability                                               11
    16.5    No Prior or Other Agreements                                     11
    16.6    Notice Requirements                                              11
    16.7    Date of Notice                                                   11
    16.8    Waivers                                                          11
    16.9    Holdover                                                         11
    16.10   Cumulative Remedies                                              12
    16.11   Binding Effect; Choice of Law                                    12
    16.12   Landlord                                                         12
    16.13   Attorneys' Fees and Other Costs                                  12
    16.14   Landlord's Access; Showing Premises; Repairs                     12
    16.15   Signs                                                            12
    16.16   Termination; Merger                                              12
    16.17   Quiet Possession                                                 12
    16.18   Subordination; Attornment; Non-Disturbance                       12
    16.19   Rules and Regulations                                            13
    16.20   Security Measures                                                13
    16.21   Reservations                                                     13
    16.22   Conflict                                                         13
    16.23   Offer                                                            13
    16.24   Amendments                                                       13
    16.25   Multiple Parties                                                 13
    16.26   Authority                                                        13

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2. Premises and Common Areas.

      2.1 LETTING. Landlord hereby leases to Tenant and Tenant hereby leases
from Landlord the Premises upon all of the terms, covenants, and conditions, set
forth in this Lease. Any statement of square footage set forth in this Lease or
that may have been used in calculating Base Rent and/or Operating Expenses is an
approximation which Landlord and Tenant agree is reasonable, and the Base Rent
and Tenant's Share based thereon is not subject to revision whether or not the
actual square footage is more or less.

      2.2 COMMON AREAS - DEFINITION. "Common Areas" are all areas and facilities
outside the Premises and within the exterior boundary line of the Industrial
Center and interior utility raceways within the Premises that are provided and
designated by the Landlord from time to time for the general nonexclusive use of
Landlord, Tenant, and other tenants of the Industrial Center and their
respective employees, suppliers, shippers, tenants, contractors, and invitees.

      2.3 COMMON AREAS - TENANT'S RIGHTS. Landlord hereby grants to Tenant, for
the benefit of Tenant and its employees, suppliers, shippers, contractors,
customers, and invitees, during the term of this Lease, the nonexclusive right
to use, in common with others entitled to such use, the Common Areas as they
exist from time to time, subject to any rights, powers, and privileges reserved
by Landlord under the terms hereof or under the terms of any rules and
regulations or covenants, conditions, and restrictions governing the use of the
Industrial Center.

      2.4 COMMON AREAS - RULES AND REGULATIONS. Landlord shall have the
exclusive control and management of the Common Areas and shall have the right,
from time to time, to establish, modify, amend, and enforce reasonable Rules and
Regulations with respect thereto in accordance with Paragraph 16.19.

      2.5 COMMON AREA CHANGES. Landlord shall have the right, in Landlord's sole
discretion, from time to time:

            (a) To make changes to the Common Areas, including, without
limitation, changes in the locations, size, shape, and number of driveways,
entrances, parking spaces, parking areas, loading and unloading areas, ingress,
egress, direction of traffic, landscaped areas, walkways, and utility raceways;

            (b) To close temporarily any of the Common Areas for maintenance
purposes so long as reasonable access to the Premises remains available;

            (c) To designate other land outside the boundaries of the Industrial
Center to be a part of the Common Areas;

            (d) To add additional buildings and improvements to the Common
Areas;

            (e) To use the Common Areas while engaged in making additional
improvements, repairs, or alterations to the Industrial Center, or any portion
thereof; and

            (f) To do and perform such other acts and make such other changes
in, to, or with respect to the Common Areas and Industrial Center as Landlord
may, in the exercise of sound business judgment, deem to be appropriate.

      Notwithstanding the foregoing or anything to the contrary contained in
this Lease, Landlord represents and warrants that there is no Common Area to
which this Lease is subject.

3. Term.

      3.1 TERM. The Commencement Date, Expiration Date, and Term of this Lease
are as specified in Paragraph 1.3.

      3.2 DELAY IN POSSESSION. If for any reason Landlord cannot deliver
possession of the Premises to Tenant by the Commencement Date, Landlord shall
not be subject to any liability therefor, nor shall such failure affect the
validity of this Lease or the obligations of Tenant hereunder. In such case,
Tenant shall not, except as otherwise provided herein, be obligated to pay Rent
or perform any other obligation of Tenant under the terms of this Lease until
Landlord delivers possession of the Premises to Tenant. The term of the Lease
shall commence on the earlier of (a) the date Tenant takes possession of the
Premises or (b) 10 days following notice to Tenant that Landlord is prepared to
tender possession of the Premises to Tenant. If possession of the Premises is
not delivered to Tenant within 60 days after the Commencement Date and such
delay is not due to Tenant's acts, failure to act, or omissions, Tenant may by
notice in writing to Landlord within 10 days after the end of said 60-day period
cancel this Lease and the parties shall be discharged from all obligations
hereunder. If such written notice of Tenant is not received by Landlord within
said 10-day period, Tenant's right to cancel this Lease shall terminate. The
term "possession" as used in this Paragraph 3.2 shall mean possession by Tenant
other than for the performance of any inspections and any work performed by
Tenant as provided herein prior to the Commencement Date.

      3.3 COMMENCEMENT DATE CERTIFICATE. At the request of Landlord, Tenant
shall execute and deliver to Landlord a completed certificate ("Commencement
Date Certificate") in the form attached hereto as Exhibit B.

4. Rent.

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      4.1 BASE RENT. Tenant shall pay to Landlord Base Rent and other monetary
obligations of Tenant to Landlord under the terms of this Lease (such other
monetary obligations are herein referred to as "Additional Rent") in lawful
money of the United States, without offset or deduction, in advance on or before
the first day of each month. Base Rent and Additional Rent for any period during
the term hereof which is for less than one full month shall be prorated based
upon the actual number of days of the month involved. Payment of Base Rent and
Additional Rent shall be made to Landlord at its address stated herein or to
such other persons or at such other addresses as Landlord may from time to time
designate in writing to Tenant. Base Rent and Additional Rent are collectively
referred to as "Rent." All monetary obligations of Tenant to Landlord under the
terms of this Lease are deemed to be Rent.

      4.2 OPERATING EXPENSES. Tenant shall pay to Landlord on the first day of
each month during the term hereof, in addition to the Base Rent, Tenant's Share
of all Operating Expenses in accordance with the following provisions:

            (a) "Operating Expenses" are all costs incurred by Landlord in
accordance with the provisions of this Lease relating to the ownership and
operation of the Industrial Center, Building, and Premises including, but not
limited to, the following:

                  (i) The operation, repair, maintenance, and replacement in
neat, clean, good order, and condition of the Common Areas, including parking
areas, loading and unloading areas, trash areas, roadways, sidewalks, walkways,
parkways, driveways, landscaped areas, striping, bumpers, irrigation systems,
drainage systems, lighting facilities, fences and gates, exterior signs, and
tenant directories; however, Operating Expenses shall exclude the costs of
improvements and/or replacements, as well as the removal of asbestos or other
Hazardous Substances and the purchase or leasing of any machinery, equipment,
vehicles, supplies, or the like, that, under generally accepted accounting
principles consistently applied, are required to be capitalized on the books and
records of Landlord (collectively, "Capital Items"), and excluding the costs of
rendering the Common Areas in compliance with the Americans with Disabilities
Act ("ADA"), to the extent that same shall not be in compliance therewith as of
the Commencement Date.

                  (ii) Water, gas, electricity, telephone, and other utilities
servicing the Common Areas; however, the rates charged by Landlord to Tenant
shall not exceed those that would have been payable by Tenant to the public
utility company furnishing such services, if such services were instead
furnished directly to Tenant.

                  (iii) Trash disposal, janitorial services, snow removal,
property management, and security services.

                  (iv) Reserves set aside for maintenance, repair, and
replacement of the Common Areas and Building, except that notwithstanding
Paragraph 6.4 herein reserves for environmental monitoring and/or insurance
programs, not caused by or arising out of Tenant's use of the Premises shall not
be included in reserves.

                  (v) Real Property Taxes.

                  (vi) Premiums for the insurance policies maintained by
Landlord under Paragraph 8 hereof.

                  (vii) Monthly amortization of capital improvements or Capital
Item to the Common Areas and the Building. The monthly amortization of any given
capital improvement or Capital Item shall be the sum of the (a) quotient
obtained by dividing the cost of the capital improvement by the number of months
of useful life of such improvement as determined by generally accepted
accounting principles consistently applied plus (b) an amount equal to the cost
of the capital improvement times 1/12 of the lesser of 12% or the maximum annual
interest rate permitted by law.

                  (viii) Maintenance of the Building including, but not limited
to, painting, caulking and repair of Building components, including, but not
limited to, roof, elevators, and fire detection and sprinkler systems.

                  (ix) Maintenance and repair of heating, ventilating, and air
conditioning systems ("HVAC").

                  (x) If Tenant fails to maintain the Premises in accordance
with the terms of the Lease, any expense incurred by Landlord for such
maintenance.

            (b) Tenant's Share of Operating Expenses that are not specifically
attributed to the Premises or Building ("Common Area Operating Expenses") shall
be that percentage shown in Paragraph 1.5(a). Tenant's Share of Operating
Expenses that are attributable to the Building ("Building Operating Expenses")
shall be that percentage shown in Paragraph 1.5(b). Landlord in its sole
discretion shall determine which Operating Expenses are Common Area Operating
Expenses, Building Operating Expenses, or expenses to be entirely borne by
Tenant.

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            (c) Unless costs for such items are included in calculating
Operating Expenses, the inclusion of the improvements, facilities, and services
set forth in Subparagraph 4.2(a) shall not impose any obligation upon Landlord
either to have said improvements or facilities or to provide those services.

            (d) Tenant shall pay monthly in advance, on the same day that the
Base Rent is due, Tenant's Share of estimated Operating Expenses and HVAC
maintenance costs in the amount set forth in Paragraph 1.6. Landlord shall
deliver to Tenant within 90 days after the expiration of each calendar year a
reasonably detailed statement showing Tenant's Share of the actual Operating
Expenses incurred during the preceding year. Within thirty (30) days of receipt
by Landlord of Tenant's written request for the following, Landlord shall supply
to Tenant a statement showing (i) the actual amount of Building Operating
Expenses, Common Area Operating Expenses and Real Property Taxes (collectively
"Expenses") for the past calendar year, (ii) a reasonably detailed breakdown of
such Expenses; (iii) the amount of any overpayment to be credited to Tenant (if
the sum of the Estimated Operating Expenses made during such calendar year
exceeded the actual Operating Expenses with respect to such calendar year) or
the amount of any deficiency payable by Tenant to Landlord (if the actual
Operating Expenses with respect to a calendar year shall exceed the sum of the
estimated Operating Expenses made during such calendar year). If Tenants
estimated payments under this Paragraph 4(d) during the preceding year exceed
Tenant's Share as indicated on said statement, Tenant shall be credited the
amount of such overpayment against Tenant's Share of Operating Expenses next
becoming due. If Tenant's estimated payments under this Paragraph 4.2(d) during
said preceding year were less than Tenant's Share as indicated on said
statement, Tenant shall pay to Landlord the amount of the deficiency within 10
days after delivery by Landlord to Tenant of said statement. At any time
Landlord may adjust the amount of the estimated Tenant's Share of Operating
Expenses and HVAC maintenance costs to reflect Landlord's estimate of such
expenses for the year.

            (e) Notwithstanding the foregoing, Operating Expenses shall not
include (i) interest and amortization on mortgages and deeds of trust and other
debt costs on real estate or ground lease payments, if any; depreciation of
buildings and other improvements (except for amortization of capital
improvements or Capital Items as provided herein or any depreciation allowed by
generally accepted accounting principles consistently applied for the ownership
of industrial real property), or costs of any items to the extent Landlord
receives reimbursement from insurance proceeds or from a third party (such
proceeds to be deducted from Operating Costs in the year in which received);
(ii) corporation, inheritance, estate, succession, transfer, realty transfer
gains tax, gift, franchise, income or profit taxes (whether gross or net)
imposed upon Landlord to the extent such taxes are not in lieu of real property
taxes; penalties or interest on taxes caused by the failure of Landlord to make
timely payment, provided such failure to make timely payment was not a result of
Tenant's failure to make timely payment of Tenant's Share of Operating Costs or,
if assessed separately, real property taxes to Landlord; and mortgage lien
taxes, documentary stamp taxes, recording fees or the like; (iii) costs of
governmental compliance prior to Tenant's acceptance of possession of the
Premises (including, without limitation, with respect to the Americans with
Disabilities Act), remediation of hazardous materials not caused by Tenant or as
a result of Tenant's use or occupancy of the Premises. Further notwithstanding
the foregoing, Landlord shall, at its sole cost and expense, replace the roof
structure, the heating ventilating and air conditioning system and fire
sprinkler at such time as replacement is required in Landlord's reasonable
judgment and provided such replacement has not been primarily caused by Tenant's
failure to maintain such systems.

      4.3 BOOKS AND RECORDS; AUDIT. Landlord shall keep reasonably complete and
accurate books and records showing all Operating Expenses in accordance with
generally accepted accounting principles consistently applied, which books and
records shall be maintained and segregated on a year-to-year basis. Tenant shall
have the right to dispute in writing any specific item or items on any statement
of Operating Expenses submitted by Landlord to Tenant pursuant to Paragraph
4.2(d) above at any time during the period commencing upon the date upon which
such statement is submitted to Tenant and expiring, absent fraud, within one (1)
year thereafter ("Dispute Period"). Upon submission of a written dispute by
Tenant, if Landlord and Tenant cannot resolve such dispute within fifteen (15)
days of submission of such dispute to Landlord, Tenant may audit or have audited
Landlord's books and records relating to the disputed item(s). Such audit shall
take place within sixty (60) days of submission of such dispute to Landlord at
the place where Landlord's books and records are maintained upon at least ten
(10) business days' notice ("Audit Notice") to Landlord by Tenant. Such audit
shall take place during Landlord's normal business hours. The Audit Notice shall
include a detailed list of those items of Operating Expenses which Tenant is
disputing and

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wishes to audit. In the event Tenant's audit discloses discrepancies, the
appropriate adjustments shall be made in Tenant's or Landlord's favor, as the
case may be. If such discrepancies are in excess of three (3%) percent in
Tenant's favor, Landlord shall reimburse Tenant for the cost of such audit and
pay Tenant interest at the maximum legal rate on the amount of such discrepancy.
If such discrepancies are in Landlord's favor, Tenant shall reimburse Landlord
for its costs in complying with Tenant's audit request. If Tenant fails to
dispute in writing, any item(s) within the Dispute Period, the statement for
that period shall be deemed final and conclusive and not subject to dispute or
audit. Landlord's and Tenant's obligations under this Paragraph 4.3 shall
survive the expiration or termination of the term.

5. Security Deposit. Tenant shall deposit with Landlord upon Tenant's execution
hereof the Security Deposit set forth in Paragraph 1.7 as security for Tenant's
faithful performance of Tenant's obligations under this Lease. If Tenant fails
to pay Base Rent or Additional Rent or otherwise defaults under this Lease (as
defined in Paragraph 13.1), Landlord may use the Security Deposit for the
payment of any amount due Landlord or to reimburse or compensate Landlord for
any liability, cost, expense, loss, or damage (including attorneys' fees) which
Landlord may suffer or incur by reason thereof. Tenant shall on demand pay
Landlord the amount so used or applied so as to restore the Security Deposit to
the amount set forth in Paragraph 1.7. Landlord shall not be required to keep
all or any part of the Security Deposit separate from its general accounts.
Landlord shall, at the expiration or earlier termination of the term hereof and
after Tenant has vacated the Premises, return to Tenant that portion of the
Security Deposit not used or applied by Landlord. No part of the Security
Deposit shall be considered to be held in trust, to bear interest, or to be
prepayment for any monies to be paid by Tenant under this Lease.

6. Use.

      6.1 PERMITTED USE. Tenant shall use and occupy the Premises only for the
Permitted Use set forth in Paragraph 1.8. Tenant shall not commit any nuisance,
permit the emission of any objectionable noise or odor, suffer any waste, make
any use of the Premises which is contrary to any law or ordinance, or which will
invalidate or increase the premiums for any of Landlord's insurance. Tenant
shall not service, maintain, or repair vehicles on the Premises, Building, or
Common Areas. Tenant shall not store foods, pallets, drums, or any other
materials outside the Premises. Notwithstanding the foregoing, Tenant may
perform basic preventative maintenance ("Maintenance") of tractors, trailers and
warehouse equipment. Maintenance shall be deemed to mean tractor, trailer and
forklift oil changes and grease maintenance, tire and brake replacement and
light repairs which shall in no event include engine, transmission or drivetrain
overhauls or rebuilding. All maintenance shall be performed by Tenant in the
area of the Premises which has been cross-hatcheted and identified as
"Maintenance Area" on Exhibit A which is attached to this Lease.

      6.2 HAZARDOUS SUBSTANCES.

            (a) REPORTABLE USES REQUIRE CONSENT. The term, "Hazardous
Substance," as used in this Lease, shall mean any product, substance, chemical,
material, or waste (including, without limitation, asbestos in any of its forms)
whose presence, nature, quantity, and/or intensity of existence, use,
manufacture, disposal, transportation, spill, release, or effect, either by
itself or in combination with other materials expected to be on the Premises,
the Common Areas and the Building is either: (i) potentially injurious to the
public health, safety or welfare, the environment, or the Premises; (ii)
regulated or monitored by any governmental authority or any substance defined as
a "hazardous substance" under the Comprehensive Environmental Response
Compensation and Liability Act, 41 U.S.C. 9601 ET. SEQ., as amended ("CERCLA");
or (iii) a basis for potential liability of Landlord to any governmental agency
or third party under any applicable statute or common law theory. Hazardous
Substance shall include, but not be limited to, hydrocarbons, petroleum,
gasoline, crude oil, or any products or by-products thereof. Tenant shall not
engage in any activity in or about the Premises which constitutes a Reportable
Use (as hereinafter defined) of Hazardous Substances without the express prior
written consent of Landlord and compliance in a timely manner (at Tenant's sole
cost and expense) with all Applicable Requirements (as defined in Paragraph
6.3). "Reportable Use" shall mean (i) the installation or use of any above or
below ground storage tank, (ii) the generation, possession, storage, use,
transportation, or disposal of a Hazardous Substance that requires a permit
from, or with respect to which a report, notice, registration, or business plan
is required to be filed with, any governmental authority, and (iii) the presence
in, on, or about the Premises of a Hazardous Substance with respect to which any
Applicable Requirements require that a notice be given to persons entering or
occupying the Premises or neighboring properties. Notwithstanding the foregoing,
Tenant may, without Landlord's prior consent, but upon notice to Landlord and in

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compliance with all Applicable Requirements, use any ordinary and customary
materials reasonably required to be used by Tenant in the normal course of the
Permitted Use, so long as such use is not a Reportable Use and does not expose
the Premises or neighboring properties to any meaningful risk of contamination
or damage, or expose Landlord to any liability therefor. In addition, Landlord
may (but without any obligation to do so) condition its consent to any
Reportable Use of any Hazardous Substance by Tenant upon Tenant's giving
Landlord such additional assurances as Landlord, in its reasonable discretion,
deems necessary to protect itself, the public, the Premises, and the environment
against damage, contamination, injury, and/or liability therefor, including but
not limited to the installation (and, at Landlord's option, removal on or before
Lease expiration or earlier termination) of reasonably necessary protective
modifications to the Premises (such as concrete encasements) and/or the deposit
of an additional Security Deposit.

            (b) DUTY TO INFORM LANDLORD. Except as disclosed herein, if Tenant
knows, or has reasonable cause to believe, that a Hazardous Substance is located
in, under, or about the Premises or the Building, Tenant shall immediately give
Landlord written notice thereof, together with a copy of any statement, report,
notice, registration, application, permit, business plan, license, claim,
action, or proceeding given to, or received from, any governmental authority or
private party concerning the presence, spill, release, discharge of, or exposure
to such Hazardous Substance. Tenant shall not cause or permit any Hazardous
Substance to be spilled or released in, on, under, or about the Premises
(including, without limitation, through the plumbing or sanitary sewer system).

            (c) INDEMNIFICATION. Tenant shall indemnify, protect, defend, and
hold Landlord, Landlord's affiliates, Lenders, and the officers, directors,
shareholders, partners, employees, managers, independent contractors, attorneys,
and agents of the foregoing ("Landlord Entities") and the Premises harmless from
and against any and all damages, liabilities, judgments, costs, claims, liens,
expenses, penalties, loss of permits, and reasonable attorneys' and consultants'
fees arising out of or involving any Hazardous Substance on or brought onto the
Premises by or for Tenant or by any of Tenant's employees, agents, contractors,
servants, visitors, suppliers, or invitees (such employees, agents, contractors,
servants, visitors, suppliers, and invitees as herein collectively referred to
as "Tenant Entities"). Tenant's obligations under this Paragraph 6.2(c) shall
include, but not be limited to, the effects of any contamination or injury to
person, property, or the environment created or suffered by Tenant, and the cost
of investigation (including consultants' and reasonable attorneys' fees and
testing), removal, remediation, restoration and/or abatement thereof, or of any
contamination therein involved. Tenant's obligations under this Paragraph 6.2(c)
shall survive the Expiration Date or earlier termination of this Lease.

      6.3 TENANT'S COMPLIANCE WITH REQUIREMENTS. Except as otherwise provided in
this Lease, Tenant shall, at Tenant's sole cost and expense, fully, diligently,
and in a timely manner comply with all "Applicable Requirements," which term is
used in this Lease to mean all laws, rules, regulations, ordinances, directives,
covenants, easements, and restrictions of record and other requirements of the
various governmental departments and subdivisions having jurisdiction over the
operations of Tenant's business at the Premises, permits, the requirements of
any applicable fire insurance underwriter or rating bureau licensed by the State
of California, and the recommendations of Landlord's engineers and/or
consultants, relating in any manner to Tenant's use and/or occupancy of the
Premises (including but not limited to matters pertaining to (a) industrial
hygiene, (b) environmental conditions on, in, under, or about the Premises,
including soil and groundwater conditions, and (c) the use, generation,
manufacture, production, installation, maintenance, removal, transportation,
storage, spill, or release of any Hazardous Substance), now in effect or which
may hereafter come into effect. Tenant shall, within 5 days after receipt of
Landlord's written request, provide Landlord with copies of all documents and
information evidencing Tenant's compliance with any Applicable Requirements,
and shall immediately upon receipt notify Landlord in writing (with copies of
any documents involved) of any threatened or actual claim, notice, citation,
warning, complaint, or report pertaining to or involving failure by Tenant or
the Premises to comply with any Applicable Requirements.

      6.4 INSPECTION; COMPLIANCE WITH LAW. In addition to Landlord's
environmental monitoring and insurance program, the cost of which is included in
Operating Expenses, Landlord and the holders of any mortgages, deeds of trust,
or ground leases on the Premises ("Lenders") shall have the right to enter the
Premises at any time in the case of an emergency, and otherwise at reasonable
times, upon reasonable prior notice, for the purpose of inspecting the condition
of the Premises and for verifying compliance by Tenant with this Lease and all
Applicable Requirements. Landlord shall be entitled to employ experts and/or
consultants in connection therewith to advise Landlord with respect to Tenant's
installation, operation, use,

                                      - 7 -

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monitoring, maintenance, or removal of any Hazardous Substance on or from the
Premises. The cost and expenses of any such inspections shall be paid by the
party requesting same unless a violation of Applicable Requirements exists or is
imminent, or the inspection is requested or ordered by a governmental authority.
If such inspection has been requested by Tenant or by Landlord because of some
action of Tenant regarding Tenant's use or storage of any Hazardous Substance,
Tenant shall upon request reimburse Landlord or Landlord's Lender, as the case
may be, for the costs and expenses of such inspections.

7. Maintenance, Repairs, Trade Fixtures and Alterations.

      7.1 TENANT'S OBLIGATIONS. Subject to the provisions of Paragraph 7.2
(Landlord's Obligations), Paragraph 9 (Damage or Destruction), and Paragraph 14
(Condemnation), Tenant shall, at Tenant's sole cost and expense and at all
times, keep the Premises and every part thereof in good order, condition, and
repair (whether or not such portion of the Premises requiring repair, or the
means of repairing the same, are reasonable or readily accessible to Tenant and
whether or not the need for such repairs occurs as a result of Tenant's use, any
prior use, the elements, or the age of such portion of the Premises) including,
without limiting the generality of the foregoing, all equipment or facilities
specifically serving the Premises, such as plumbing, heating, ventilating,
electrical, lighting facilities, boilers, fired or unfired pressure vessels,
fire hose connectors if within the Premises, fixtures, interior walls, interior
surfaces of exterior walls, ceilings, floors, windows, doors, plate glass, and
skylights, but excluding any items which are the responsibility of Landlord
pursuant to Paragraph 7.2 below. Tenant's obligations shall include
restorations, replacements, or renewals when necessary to keep the Premises and
all improvements thereon or a part thereof in good order, condition, and state
of repair.

      7.2 LANDLORD'S OBLIGATIONS. Subject to the provisions of Paragraph 6
(Use), Paragraph 7.1 (Tenant's Obligations), Paragraph 9 (Damage or
Destruction), and Paragraph 14 (Condemnation), Landlord, at its expense and not
subject to the reimbursement requirements of Paragraph 4.2, shall keep in good
order, condition, and repair the roof structure, foundations and exterior walls
of the Building and utility systems within the Industrial Center. Landlord,
subject to reimbursement pursuant to Paragraph 4.2, shall keep in good order,
condition, and repair the air conditioning systems servicing the Premises,
Building roof membrane, and Common Areas.

      7.3 ALTERATIONS. Tenant shall not make nor cause to be made any
alterations or installations in, on, under, or about the Premises.

      7.4 SURRENDER/RESTORATION. Tenant shall surrender the Premises by the end
of the last day of the Lease term or any earlier termination date, clean and
free of debris and in good operating order, condition, and state of repair,
ordinary wear and tear excepted. Without limiting the generality of the above,
Tenant shall remove all personal property, trade fixtures, and floor bolts,
patch all floors, and cause all lights to be in good operating condition.

8. Insurance; Indemnity.

      8.1 PAYMENT OF PREMIUMS. The cost of the premiums for the insurance
policies maintained by Landlord under this Paragraph 8 shall be a Common Area
Operating Expense reimbursable pursuant to Paragraph 4.2 hereof. Premiums for
policy periods commencing prior to, or extending beyond, the term of this Lease
shall be prorated to coincide with the corresponding Commencement Date and
Expiration Date.

      8.2 TENANT'S INSURANCE.

            (a) At its sole cost and expense, Tenant shall maintain in full
force and effect during the Term of the Lease the following insurance coverages
insuring against claims which may arise from or in connection with the Tenant's
operation and use of the Premises.

                  (i) Commercial General Liability insurance with minimum limits
of $1,000,000 per occurrence and $3,000,000 general aggregate for bodily injury,
personal injury, and property damage. If required by Landlord, liquor liability
coverage will be included. Such insurance shall be endorsed to include Landlord
and Landlord Entities as additional insureds, shall be primary and
noncontributory with any Landlord insurance, and shall provide severability of
interests between or among insureds.

                  (ii) Workers' Compensation insurance with statutory limits and
Employers Liability with a $1,000,000 per accident limit for bodily injury or
disease.

                  (iii) Automobile Liability insurance covering all owned,
nonowned, and hired vehicles with a $1,000,000 per accident limit for bodily
injury and property damage.

                  (iv) Property insurance against "all risks" at least as broad
as the current ISO Special Form policy, including earthquake and flood, for loss
to any tenant improvements or betterments, floor and wall coverings, and
business personal property on a full insurable replacement cost basis with no
coinsurance clause, and Business Income insurance covering at least six months
of loss of income and continuing expense.

                                      - 8 -

<PAGE>

            (b) Tenant shall deliver to Landlord certificates of all insurance
reflecting evidence of required coverages prior to initial occupancy, and
annually thereafter.

            (c) If, in the reasonable opinion of Landlord's insurance advisor,
the amount or scope of such coverage is deemed inadequate at any time during the
Term, Tenant shall increase such coverage to such reasonable amounts or scope as
Landlord's advisor deems adequate.

            (d) All insurance required under Paragraph 8.2 (i) shall be issued
by insurers licensed to do business in the state in which the Premises are
located and which are rated A:VII or better by Best's Key Rating Guide and (ii)
shall be endorsed to provide at least 30-days prior notification of cancellation
or material change in coverage to said additional insureds.

      8.3 LANDLORD'S INSURANCE. Landlord may, but shall not be obligated to,
maintain "all risks" coverage as broad as the current ISO Special Form policy,
including earthquake and flood, covering the buildings within the Industrial
Center, the Common Areas and the Building, Commercial General Liability
insurance, and such other insurance in such amounts and covering such other
liability or hazards as deemed appropriate by Landlord. The amount and scope of
coverage of Landlord's insurance shall be determined by Landlord from time to
time in its sole but commercially reasonable discretion and shall be subject to
such deductible amounts as Landlord may reasonably elect. Landlord shall have
the right to reduce or terminate any insurance or coverage.

      8.4 WAIVER OF SUBROGATION. To the extent permitted by law and with
permission of their insurance carriers, Landlord and Tenant each waive any right
to recover against the other on account of any and all claims Landlord or Tenant
may have against the other with respect to property insurance actually carried,
or required to be carried hereunder, to the extent of the proceeds realized from
such insurance coverage.

      8.5 INDEMNITY. Tenant shall protect, defend, indemnify, and hold Landlord
and Landlord Entities harmless from and against any and all loss, claims,
liability, or costs (including court costs and attorneys' fees) incurred by
reason of:

            (a) any damage to any property (including but not limited to
property of any Landlord Entity) or death, bodily, or personal injury to any
person occurring in or about the Premises, the Building, or the Industrial
Center to the extent that such injury or damage shall be caused by or arise from
any actual or alleged act, neglect, fault, or omission by or of Tenant, its
agents, servants, employees, invitees, contractors, suppliers, subtenants, or
visitors;

            (b) the conduct or management of any work or anything whatsoever
done by the Tenant on or about the Premises or from transactions of the Tenant
concerning the Premises;

            (c) Tenant's failure to comply with any and all governmental laws,
ordinances, and regulations applicable to the condition or use of the Premises
or its occupancy; or

            (d) any breach or default on the part of Tenant in the performance
of any covenant or agreement to be performed pursuant to this Lease.

            The provisions of this Paragraph 8.5 shall, with respect to any
claims or liability accruing prior to such termination, survive the Expiration
Date or earlier termination of this Lease.

      8.6 EXEMPTION OF LANDLORD FROM LIABILITY. Except to the extent caused by
the gross negligence or willful misconduct of Landlord, Landlord shall not be
liable for and Tenant waives any claims against Landlord for injury or damage to
the person or the property of Tenant, Tenant Entities, or any other person in or
about the Premises, Building, or Industrial Center from any cause whatsoever,
including, but not limited to, damage or injury which is caused by or results
from (a) fire, steam, electricity, gas, water, or rain, or from the breakage,
leakage, seepage, back up of sewers or drains, obstruction, or other defects of
pipes, fire sprinklers, wires, appliances, plumbing, air conditioning, or
lighting fixtures or (b) from the condition of the Premises, other portions of
the Building, or Industrial Center. Landlord shall not be liable for any damages
arising from any act or neglect of any other tenant of Landlord nor from the
failure by Landlord to enforce the provisions of any other lease in the
Industrial Center. Notwithstanding Landlord's negligence or breach of this
Lease, Landlord shall under no circumstances be liable for injury to Tenant's
business, for any loss of income or profit therefrom, or any indirect,
consequential, or punitive damages.

      8.7 EXEMPTION OF TENANT FROM LIABILITY. Except to the extent caused by
the use of the railroad spur located at the Industrial Center by Tenant or
Tenant's Entities, Tenant shall not be liable for and Landlord waives any claims
against Tenant for injury or damage to the person or property of Landlord, or
any other person in or about the Premises, Building or Industrial Center from
any cause whatsoever arising out of or related to the use, maintenance, repair,
replacement or presence of such railroad spur at the Industrial Center.
Landlord's

                                      - 9 -

<PAGE>

obligations under this Paragraph 8.7 shall survive the Expiration Date or
earlier termination of the Lease

9. Damage or Destruction.

      9.1 TERMINATION RIGHT. Tenant shall give Landlord immediate written notice
of any damage to the Premises. Subject to the provisions of Paragraph 9.2, if
the Premises or the Building shall be damaged to such an extent that there is
substantial interference for a period exceeding 90 consecutive days with the
conduct by Tenant of its business at the Premises, Tenant, at any time prior to
commencement of repair of the Premises and following 10 days written notice to
Landlord, may terminate this Lease effective 30 days after delivery of such
notice to Landlord. Such termination shall not excuse the performance by Tenant
of those covenants which under the terms hereof survive termination. Rent shall
be abated in proportion to the degree of interference during the period that
there is such substantial interference with the conduct of Tenant's business at
the Premises. Abatement of rent and Tenant's right of termination pursuant to
this provision shall be Tenant's sole remedy for failure of Landlord to keep in
good order, condition, and repair the foundations and exterior walls of the
Building, Building roof, utility systems outside the Building, the Common Areas,
and HVAC.

      9.2 DAMAGE, CAUSED BY TENANT. Tenant's termination rights under Paragraph
9.1 shall not apply if the damage to the Premises or Building is the result of
any act or omission of Tenant or of any of Tenant's agents, employees,
customers, invitees, or contractors ("Tenant Acts"). Any damage resulting from a
Tenant Act shall be promptly repaired by Tenant. Landlord at its option may at
Tenant's expense repair any damage caused by Tenant Acts. Tenant shall continue
to pay all rent and other sums due hereunder and shall be liable to Landlord for
all damages that Landlord may sustain resulting from a Tenant Act.

10. Real Property Taxes.

      10.1 PAYMENT OF REAL PROPERTY TAXES. Landlord shall pay the Real
Property Taxes due and payable during the term of this Lease on the entire
assessor's parcel on which the Premises are located and, except as otherwise
provided in Paragraph 10.3, such payments shall be a Common Area Operating
Expense reimbursable pursuant to Paragraph 4.2.

      10.2 REAL PROPERTY TAX DEFINITION. As used herein, the term "Real Property
Taxes" is any form of tax or assessment, general, special, ordinary, or
extraordinary, imposed or levied upon (a) the Industrial Center or Building, (b)
any interest of Landlord in the Industrial Center or Building, (c) Landlord's
right to rent or other income from the Industrial Center or Building, and/or (d)
Landlord's business of leasing the Premises, Real Property Taxes include (a) any
license fee, commercial rental tax, excise tax, improvement bond or bonds, levy,
or tax; (b) any tax or charge which replaces or is in addition to any of such
above-described "Real Property Taxes," and (c) any fees, expenses, or costs
(including attorneys' fees, expert fees, and the like) incurred by Landlord in
protesting or contesting any assessments levied or any tax rate. Real Property
Taxes for tax years commencing prior to, or extending beyond, the term of this
Lease shall be prorated to coincide with the corresponding Commencement Date and
Expiration Date.

      10.3 ADDITIONAL IMPROVEMENTS. Operating Expenses shall not include Real
Property Taxes attributable to improvements placed upon the Industrial Center by
other tenants or by Landlord for the exclusive enjoyment of such other tenants.
Tenant shall, however, pay to Landlord at the time Operating Expenses are
payable under Paragraph 4.2, the entirety of any increase in Real Property Taxes
if assessed by reason of improvements placed upon the Premises by Tenant or at
Tenant's request.

      10.4 JOINT ASSESSMENT. If the Building is not separately assessed, Real
Property Taxes allocated to the Building shall be an equitable proportion of the
Real Property Taxes for all of the land and improvements included within the tax
parcel assessed.

      10.5 TENANT'S PROPERTY TAXES. Tenant shall pay prior to delinquency all
taxes assessed against and levied upon Tenant's improvements, fixtures,
furnishings, equipment, and all personal property of Tenant contained in the
Premises or stored within the Industrial Center.

11. Utilities. Tenant shall pay directly for all utilities and services supplied
to the Premises, including but not limited to electricity, telephone, security,
gas, and cleaning of the Premises, together with any taxes thereon.

12. Assignment and Subletting.

      12.1 LANDLORD'S CONSENT REQUIRED.

            (a) Tenant shall not assign, transfer, mortgage, or otherwise
transfer or encumber (collectively, "assign") or sublet all or any part of
Tenant's interest in this Lease or in the Premises without Landlord's prior
written consent, which consent shall not be unreasonably withheld. Relevant
criteria in determining reasonability of consent include, but are not limited
to, credit history of a proposed assignee or sublessee, references from prior
landlords, any change or intensification of use of the Premises or the Common
Areas, and any limitations

                                     - 10 -

<PAGE>

imposed by the Internal Revenue Code and the Regulations promulgated thereunder
relating to Real Estate Investment Trusts. Assignment or sublet shall not
release Tenant from its obligations hereunder. Tenant shall not (i) sublet,
assign, or enter into other arrangements in which the amounts to be paid by the
sublessee or assignee thereunder would be based, in whole or in part, on the
income or profits derived by the business activities of the sublessee or
assignee; (ii) sublet the Premises or assign this Lease to any person or entity
in which Landlord owns an interest, directly or indirectly (by applying
constructive ownership rules set forth in Section 856(d)(5) of the Internal
Revenue Code (the "Code"); or (iii) sublet the Premises or assign this Lease in
any other manner which could cause any portion of the amounts received by
Landlord pursuant to this Lease or any sublease to fail to qualify as "rents
from real property" within the meaning of Section 856(d) of the Code, or which
could cause any other income received by Landlord to fail to qualify as income
described in Section 856(c)(2) of the Code. The requirements of this Section
12.1 shall apply to any further subleasing by any subtenant. Notwithstanding the
foregoing, in the event of any assignment or subletting to which Landlord
consents, Landlord shall receive fifty percent (50%), the event of a sublease,
of any rent received by Tenant above the rent then being paid by Tenant to
Landlord less any commissions or marketing expense paid by Tenant for such
sublease. In addition, Landlord shall receive fifty percent (50%), in the event
of an assignment, of any profit derived by Tenant from such assignment less any
commissions or marketing expense paid by Tenant for such assignment.

            (b) A change in the control of Tenant shall constitute an assignment
requiring Landlord's consent. The transfer, on a cumulative basis, of 25% or
more of the voting or management control of Tenant shall constitute a change in
control for this purpose.

            (c) Notwithstanding the foregoing or anything to the contrary
contained in the Lease, without Landlord's consent, at any time, Tenant may
sublease or assign all or any portion of the Premises to an affiliate
("Affiliate") that either is controlled by, directly controls, or is under
common control with, Tenant.

      12.2 RENT ADJUSTMENT. If, as of the effective date of any permitted
assignment or subletting, the then remaining term of this Lease is less than 3
years, Landlord may, as a condition to its consent; (a) require that the amount
of the Rent payable under this Lease be adjusted to what is then the market
value for property similar to the Premises as then constituted, as determined by
Landlord; or (b) terminate the Lease as of the date of assignment or subletting,
subject to the performance by Tenant of those covenants which under the terms
hereof survive termination.

13. Default; Remedies.

      13.1 DEFAULT. The occurrence of any one of the following events shall
constitute an event of default on the part of Tenant ("Default"):

            (a) The abandonment of the Premises by Tenant;

            (b) Failure to pay any installment of Base Rent, Additional Rent, or
any other monies due and payable hereunder, said failure continuing for a period
of 3 days after the same is due;

            (c) A general assignment by Tenant or any guarantor for the benefit
of creditors;

            (d) The filing of a voluntary petition of bankruptcy by Tenant or
any guarantor; the filing of a voluntary petition for an arrangement; the filing
of a petition, voluntary or involuntary, for reorganization; or the filing of an
involuntary petition by Tenant's creditors or guarantors;

            (e) Receivership, attachment, or other judicial seizure of the
Premises or all or substantially all of Tenant's assets on the Premises;

            (f) Failure of Tenant to maintain insurance as required by Paragraph
8.2;

            (g) Any breach by Tenant of its covenants under Paragraph 6.2;

            (h) Failure in the performance of any of Tenant's covenants,
agreements, or obligations hereunder (except those failures specified as events
of Default in other Paragraphs of this Paragraph 13.1 which shall be governed by
such other Paragraphs), which failure continues for 10 days after written notice
thereof from Landlord to Tenant; provided that, if Tenant has exercised
reasonable diligence to cure such failure and such failure cannot be cured
within such 10-day period despite reasonable diligence, Tenant shall not be in
default under this subparagraph unless Tenant fails thereafter diligently and
continuously to prosecute the cure to completion;

            (i) Any transfer of a substantial portion of the assets of Tenant,
or any incurrence of a material obligation by Tenant, unless such transfer or
obligation is undertaken or incurred in the ordinary course of Tenant's
business, or in good faith for equivalent consideration, or with Landlord's
consent; and

                                     - 11 -

<PAGE>

            (j) The default of any guarantors of Tenant's obligations hereunder
under any guaranty of this Lease, or the attempted repudiation or revocation of
any such guaranty.

      13.2 REMEDIES. In the event of any Default by Tenant, Landlord shall have
any or all of the following remedies:

            (a) TERMINATION. In the event of any Default by Tenant, then in
addition to any other remedies available to Landlord at law or in equity and
under this Lease, Landlord shall have the immediate option to terminate this
Lease and all rights of Tenant hereunder by giving written notice of such
intention to terminate. In the event that Landlord shall elect to so terminate
this Lease then Landlord may recover from Tenant:

                  (1) the worth at the time of award of any unpaid Rent and any
other sums due and payable which have been earned at the time of such
termination; plus

                  (2) the worth at the time of award of the amount by which the
unpaid Rent and any other sums due and payable which would have been earned
after termination until the time of award exceeds the amount of such rental
loss Tenant proves could have been reasonably avoided; plus

                  (3) the worth at the time of award of the amount by which the
unpaid Rent and any other sums due and payable for the balance of the term of
this Lease after the time of award exceeds the amount of such rental loss that
Tenant proves could be reasonably avoided; plus

                  (4) any other amount necessary to compensate Landlord for all
the detriment proximately caused by Tenant's failure to perform its obligations
under this Lease or which in the ordinary course would be likely to result
therefrom, including, without limitation, any costs or expenses incurred by
Landlord (i) in retaking possession of the Premises; (ii) in maintaining,
repairing, preserving, restoring, replacing, cleaning, the Premises or any
portion thereof, including such acts for relating to a new lessee or lessees;
(iii) for leasing commissions; or (iv) for any other costs necessary or
appropriate to relet the Premises; plus

                  (5) such reasonable attorneys' fees incurred by Landlord as a
result of a Default, and costs in the event suit is filed by Landlord to enforce
such remedy; and plus

                  (6) at Landlord's election, such other amounts in addition to
or in lieu of the foregoing as may be permitted from time to time by applicable
law. As used in subparagraphs (1) and (2) above, the "worth at the time of
award" is computed by allowing interest at an annual rate equal to twelve
percent (12%) per annum or the maximum rate permitted by law, whichever is less.
As used in subparagraph (3) above, the "worth at the time of award" is computed
by discounting such amount at the discount rate of the Federal Reserve Bank of
San Francisco at the time of award, plus one percent (1%). Tenant waives
redemption or relief from forfeiture under California Code of Civil Procedure
Sections 1174 and 1179, or under any other present or future law, in the event
Tenant is evicted or Landlord takes possession of the Premises by reason of any
Default of Tenant hereunder.

            (b) CONTINUATION OF LEASE. In the event of any Default by Tenant,
then in addition to any other remedies available to Landlord at law or in equity
and under this Lease, Landlord shall have the remedy described in California
Civil Code Section 1951.4 (Landlord may continue this Lease in effect after
Tenant's Default and abandonment and recover Rent as it becomes due, provided
tenant has the right to sublet or assign, subject only to reasonable
limitations).

            (c) RE-ENTRY. In the event of any Default by Tenant, Landlord shall
also have the right, with or without terminating this Lease, in compliance with
applicable law, to re-enter the Premises and remove all persons and property
from the Premises; such property may be removed and stored in a public warehouse
or elsewhere at the cost of and for the account of Tenant.

            (d) RELETTING. In the event of the abandonment of the Premises by
Tenant or in the event that Landlord shall elect to re-enter or shall take
possession of the Premises pursuant to legal proceeding or pursuant to any
notice provided by law, then if Landlord does not elect to terminate this Lease
as provided in Paragraph a, Landlord may from time to time, without terminating
this Lease, relet the Premises or any part thereof for such term or terms and at
such rental or rentals and upon such other terms and conditions as Landlord in
its sole discretion may deem advisable with the right to make alterations and
repairs to the Premises. In the event that Landlord shall elect to so relet,
then rentals received by Landlord from such reletting shall be applied in the
following order: (1) to reasonable attorneys' fees incurred by Landlord as a
result of a Default and costs in the event suit is filed by Landlord to enforce
such remedies; (2) to the payment of any indebtedness other than Rent due
hereunder from Tenant to Landlord; (3) to the payment of any costs of such
reletting; (4) to the payment of the costs of any alterations and repairs to the
Premises; (5) to the payment of Rent due and unpaid hereunder; and (6) the
residue, if any, shall be held by Landlord and applied in payment of future Rent
and other sums payable by Tenant hereunder as the same may become due and
payable hereunder. Should that portion of such rentals received from such
reletting during any month, which is applied to the payment of Rent hereunder,
be less than the Rent payable during the month by Tenant hereunder, then Tenant
shall pay such deficiency to Landlord. Such deficiency shall be calculated and
paid monthly. Tenant shall also pay to Landlord, as soon as ascertained, any
costs and expenses incurred by Landlord in such reletting or in making such
alterations and repairs not covered by the rentals received from such reletting.

                                     - 12 -

<PAGE>

            (e) TERMINATION. No re-entry or taking of possession of the Premises
by Landlord pursuant to this Addendum shall be construed as an election to
terminate this Lease unless a written notice of such intention is given to
Tenant or unless the termination thereof is decreed by a court of competent
jurisdiction. Notwithstanding any reletting without termination by Landlord
because of any Default by Tenant, Landlord may at any time after such reletting
elect to terminate this Lease for any such Default.

            (f) CUMULATIVE REMEDIES. The remedies herein provided are not
exclusive and Landlord shall have any and all other remedies provided herein or
by law or in equity.

            (g) NO SURRENDER. No act or conduct of Landlord, whether consisting
of the acceptance of the keys to the Premises, or otherwise, shall be deemed to
be or constitute an acceptance of the surrender of the Premises by Tenant prior
to the expiration of the Term, and such acceptance by Landlord of surrender by
Tenant shall only flow from and must be evidenced by a written acknowledgment of
acceptance of surrender signed by Landlord. The surrender of this Lease by
Tenant, voluntarily or otherwise, shall not work a merger unless Landlord elects
in writing that such merger take place, but shall operate as an assignment to
Landlord of any and all existing subleases, or Landlord may, at its option,
elect in writing to treat such surrender as a merger terminating Tenant's estate
under this Lease, and thereupon Landlord may terminate any or all such subleases
by notifying the sublessee of its election so to do within five (5) days after
such surrender.

            (h) NOTICE PROVISIONS. Tenant agrees that any notice given by
Landlord pursuant to Paragraph 13.1 of the Lease shall satisfy the requirements
for notice under California Code of Civil Procedure Section 1161, and Landlord
shall not be required to give any additional notice in order to be entitled to
commence an unlawful detainer proceeding.

      13.3 LATE CHARGES. Tenant hereby acknowledges that late payment by Tenant
to Landlord of Rent and other sums due hereunder will cause Landlord 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. Accordingly, if any installment of Rent or
other sum due from Tenant shall not be received by Landlord or Landlord's
designee within 10 days after such amount shall be due, then, without any
requirement for notice to Tenant, Tenant shall pay to Landlord a late charge
equal to 5% of such overdue amount. The parties hereby agree that such late
charge represents a fair and reasonable estimate of the costs Landlord will
incur by reason of late payment by Tenant. Acceptance of such late charge by
Landlord shall in no event constitute a waiver of Tenant's Default with respect
to such overdue amount, nor prevent Landlord 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 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 Premises, or
more than 25% of the portion of the Common Areas designated for Tenant's
parking, is taken by condemnation, Tenant may, at Tenant's option, to be
exercised in writing within 10 days after Landlord shall have given Tenant
written notice of such taking (or in the absence of such notice, within 10 days
after the condemning authority shall have taken possession), terminate this
Lease as of the date the condemning authority takes such possession. If Tenant
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 Base Rent shall be reduced in the same proportion as the
rentable floor area of the Premises taken bears to the total rentable floor area
of the Premises. No reduction of Base Rent shall occur if the condemnation does
not apply to any portion of 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 Landlord;
provided, however, that Tenant shall be entitled to any compensation, separately
awarded to Tenant, for Tenant's relocation expenses and/or loss of Tenant's
trade fixtures. In the event that this Lease is not terminated by reason of such
condemnation, Landlord shall to the extent of its net severance damages in the
condemnation matter, repair any damage to the Premises caused by such
condemnation authority. Tenant shall be responsible for the payment of any
amount in excess of such net severance damages required to complete such repair.

15. Estoppel Certificate and Financial Statements.

      15.1 ESTOPPEL CERTIFICATE. Each party (herein referred to as "Responding
Party") shall within 15 calendar days after written notice from the other Party
(the "Requesting Party") execute, acknowledge, and deliver to the Requesting
Party, to the extent it can truthfully do so, an estoppel certificate in the
form attached hereto as Exhibit C, plus such additional information,
confirmation, and statements as be reasonably requested by the Requesting
Party.

                                     - 13 -

<PAGE>

      15.2 FINANCIAL STATEMENT. If Landlord desires to finance, refinance, or
sell the Building, Industrial Center, or any part thereof, Tenant and all
Guarantors shall deliver to any potential lender or purchaser designated by
Landlord such financial statements of Tenant and such Guarantors as may be
reasonably required by such lender or purchaser, including but not limited to
Tenant's financial statements for the past 3 years. All such financial
statements shall be received by Landlord and such lender or purchaser in
confidence and shall be used only for the purposes herein set forth.

16. Additional Covenants and Provisions.

      16.1 SEVERABILITY. The invalidity of any provision of this Lease, as
determined by a court of competent jurisdiction, shall not affect the validity
of any other provision hereof.

      16.2 INTEREST ON PAST-DUE OBLIGATIONS. Any monetary payment due Landlord
hereunder not received by Landlord within 10 days following the date on which it
was due shall bear interest from the date due at 12% per annum, but not
exceeding the maximum rate allowed by law in addition to the late charge
provided for in Paragraph 13.3.

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

      16.4 LANDLORD LIABILITY. Tenant, its successors, and assigns shall not
assert nor seek to enforce any claim for breach of this Lease against any of
Landlord's assets other than Landlord's interest in the Industrial Center.
Tenant agrees to look solely to such interest for the satisfaction of any
liability or claim against Landlord under this Lease. In no event whatsoever
shall Landlord (which term shall include, without limitation, any general or
limited partner, trustees, beneficiaries, officers, directors, or stockholders
of Landlord) ever be personally liable for any such liability.

      16.5 NO PRIOR OR OTHER AGREEMENTS. This Lease contains all agreements
between the Parties with respect to any matter mentioned herein, and supersedes
all prior or contemporaneous oral or written agreements or understandings.

      16.6 NOTICE REQUIREMENTS. All notices required or permitted by this Lease
shall be in writing and may be delivered in person (by hand, messenger, or
courier service) or may be sent by regular, certified, or registered mail or
U.S. Postal Service Express Mail, with postage prepaid, or by facsimile
transmission during normal business hours, and shall be deemed sufficiently
given if served in a manner specified in this Paragraph 16.6. The addresses
noted adjacent to a Party's signature on this Lease shall be that Party's
address for delivery or mailing of notice purposes. Either Party may by written
notice to the other specify a different address for notice purposes, except that
upon Tenant's taking possessing of the Premises, the Premises shall constitute
Tenant's address for the purpose of mailing or delivering notices to Tenant. A
copy of all notices required or permitted to be given to Landlord hereunder
shall be concurrently transmitted to such party or parties at such addresses as
Landlord may from time to time hereafter designate by written notice to Tenant.

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

      16.8 WAIVERS. No waiver by Landlord of a Default by Tenant shall be deemed
a waiver of any other term, covenant, or condition hereof, or of any subsequent
Default by Tenant of the same or any other term, covenant, or condition hereof.

      16.9 HOLDOVER. Tenant has no right to retain possession of the Premises or
any part thereof beyond the expiration or earlier termination of this Lease. If
Tenant holds over with the consent of Landlord: (a) the Base Rent payable shall
be increased to 175% of the Base Rent applicable during the month immediately
preceding such expiration or earlier termination; (b) Tenant's right to
possession shall terminate on 30 days notice from Landlord; and (c) all other
terms and conditions of this Lease shall continue to apply. Nothing contained
herein shall be construed as a consent by Landlord to any holding over by
Tenant. Tenant shall indemnify, defend, and hold Landlord harmless from and
against any and all claims, demands, actions, losses, damages, obligations,
costs, and expenses, including, without limitation, attorneys' fees

                                     - 14 -

<PAGE>

incurred or suffered by Landlord by reason of Tenant's failure to surrender the
Premises on the expiration or earlier termination of this Lease in accordance
with the provisions of this Lease.

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

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

      16.12 LANDLORD. The covenants and obligations contained in this Lease on
the part of Landlord are binding on Landlord, its successors, and assigns only
during their respective period of ownership of an interest in the Building. In
the event of any transfer or transfers of such title to the Building, Landlord
(and, in the case of any subsequent transfers or conveyances, the then grantor)
shall be concurrently freed and relieved from and after the date of such
transfer or conveyance, without any further instrument or agreement, of all
liability with respect to the performance of any covenants or obligations on the
part of Landlord contained in this Lease thereafter to be performed.

      16.13 ATTORNEYS' FEES AND OTHER COSTS. If any Party brings an action or
proceeding to enforce the terms hereof or declare rights hereunder, the
Prevailing Party (as hereafter defined) in any such proceeding shall be entitled
to reasonable attorneys' fees. The term "Prevailing Party" shall include,
without limitation, a Party who substantially obtains or defeats the relief
sought. Landlord shall be entitled to attorneys' fees, costs, and expenses
incurred in the preparation and service of notices of Default and consultations
in connection therewith, whether or not a legal action is subsequently commenced
in connection with such Default or resulting breach. Tenant shall reimburse
Landlord on demand for all reasonable legal, engineering, and other professional
services expenses incurred by Landlord in connection with all requests by Tenant
for consent or approval hereunder.

      16.14 LANDLORD'S ACCESS; SHOWING PREMISES; REPAIRS. Landlord and
Landlord's agents shall have the right to enter the Premises at any time, in the
case of an emergency, and otherwise at reasonable times upon reasonable notice
for the purpose of showing the same to prospective purchasers, lenders, or
tenants, and making such alterations, repairs, improvements, or additions to the
Premises or to the Building, as Landlord may reasonably deem necessary. Landlord
may at any time place on or about the Premises or Building any ordinary "For
Sale" signs, and Landlord may at any time during the last 180 days of the term
hereof place on or about the Premises any ordinary "For Lease" signs. All such
activities of Landlord shall be without abatement of rent or liability to
Tenant.

      16.15 SIGNS. Tenant shall not place any signs at or upon the exterior of
the Premises or the Building, except that Tenant may, with Landlord's prior
written consent, install (but not on the roof) such signs as are reasonably
required to advertise Tenant's own business so long as such signs are in a
location designated by Landlord and comply with sign ordinances and the signage
criteria established for the Industrial Center by Landlord.

      16.16 TERMINATION; MERGER. Unless specifically stated otherwise in writing
by Landlord, the voluntary or other surrender of this Lease by Tenant, the
mutual termination or cancellation hereof, or a termination hereof by Landlord
for Default by Tenant, shall automatically terminate any sublease or lesser
estate in the Premises; provided, however, Landlord shall, in the event of any
such surrender, termination, or cancellation, have the option to continue any
one or all of any existing subtenancies. Landlord's failure within 10 days
following any such event to make a written election to the contrary by written
notice to the holder of any such lesser interest shall constitute Landlord's
election to have such event constitute the termination of such interest.

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

      16.18 SUBORDINATION: ATTORNMENT; NON-DISTURBANCE.

            (a) SUBORDINATION. This Lease shall be subject and subordinate to
any ground lease, mortgage, deed of trust, or other hypothecation or mortgage
(collectively, "Mortgage") now or hereafter placed by Landlord upon the real
property of which the Premises are a part, to any and all advances made on the
security thereof, and to all renewals, modifications, consolidations,
replacements, and extensions thereof. Tenant agrees that any person holding any
Mortgage shall have no duty, liability, or obligation to perform any of the
obligations of Landlord under this Lease. In the event of Landlord's default
with respect to any such obligation, Tenant will give any Lender, whose name and
address have previously been

                                     - 15 -

<PAGE>

furnished in writing to Tenant, notice of a default by Landlord. Tenant may not
exercise any remedies for default by Landlord unless and until Landlord and the
Lender shall have received written notice of such default and a reasonable time
(not less than 90 days) shall thereafter have elapsed without the default having
been cured. If any Lender shall elect to have this Lease superior to the lien of
its Mortgage and shall give written notice thereof to Tenant, this Lease shall
be deemed prior to such Mortgage. The provisions of a Mortgage relating to the
disposition of condemnation and insurance proceeds shall prevail over any
contrary provisions contained in this Lease.

            (b) ATTORNMENT. Subject to the nondisturbance provisions of
subparagraph (c) of this Paragraph 16.18, Tenant agrees to attorn to a Lender or
any other party who acquires ownership of the Premises by reason of a
foreclosure of a Mortgage. In the event of such foreclosure, such new owner
shall not: (i) be liable for any act or omission of any prior landlord or with
respect to events occurring prior to acquisition of ownership, (ii) be subject
to any offsets or defenses which Tenant might have against any prior Landlord,
or (iii) be liable for security deposits or be bound by prepayment of more than
one month's rent.

            (c) NON-DISTURBANCE. With respect to a Mortgage entered into by
Landlord after the execution of this Lease, Tenant's subordination of this Lease
shall be subject to receiving assurance (a "nondisturbance agreement") from the
Mortgage holder that Tenant's possession and this Lease will not be disturbed so
long as Tenant is not in default and attorns to the record owner of the
Premises.

            (d) SELF-EXECUTING. The agreements contained in this Paragraph 16.18
shall be effective without the execution of any further documents; provided,
however, that upon written request from Landlord or a Lender in connection with
a sale, financing, or refinancing of Premises, Tenant and Landlord shall execute
such further writings as may be reasonably required to separately document any
such subordination or nonsubordination, attornment, and/or nondisturbance
agreement, as is provided for herein. Landlord is hereby irrevocably vested with
full power to subordinate this Lease to a Mortgage.

      16.19 RULES AND REGULATIONS. Tenant agrees that it will abide by, and to
cause its employees, suppliers, shippers, customers, tenants, contractors, and
invitees to abide by, all reasonable rules and regulations ("Rules and
Regulations"), applied in a non-discriminatory manner which Landlord may make
from time to time for the management, safety, care, and cleanliness of the
Common Areas, the parking and unloading of vehicles, and the preservation of
good order, as well as for the convenience of other occupants or tenants of the
Building and the Industrial Center and their invitees. Landlord shall not be
responsible to Tenant for the noncompliance with said Rules and Regulations by
other tenants of the Industrial Center.

      Notwithstanding the foregoing or anything to the contrary contained in
this Lease, Landlord represents and warrants that there is no Common Area to
which this Lease is subject.

      16.20 SECURITY MEASURES. Tenant acknowledges that the rental payable to
Landlord hereunder does not include the cost of guard service or other security
measures. Landlord has no obligations to provide same. Tenant assumes all
responsibility for the protection of the Premises, Tenant, its agents, and
invitees and their property from the acts of third parties.

      16.21 RESERVATIONS. Landlord reserves the right to grant such easements
that Landlord deems necessary and to cause the recordation of parcel maps, so
long as such easements and maps do not unreasonably interfere with the use of
the Premises by Tenant. Tenant agrees to sign any documents reasonably requested
by Landlord to effectuate any such easements or maps.

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

      16.23 OFFER. Preparation of this Lease by either Landlord or Tenant or
Landlord's agent or Tenant's agent and submission of same to Tenant or Landlord
shall not be deemed an offer to lease. This Lease is not intended to be binding
until executed and delivered by all Parties hereto.

      16.24 AMENDMENTS. This Lease may be modified only in writing, signed by
the parties in interest at the time of the modification.

      16.25 MULTIPLE PARTIES. Except as otherwise expressly provided herein, if
more than one person or entity is named herein as Tenant, the obligations of
such persons shall be the joint and several responsibility of all persons or
entities named herein as such Tenant.

      16.26 AUTHORITY. Each person signing on behalf of Landlord or Tenant
warrants and represents that she or he is authorized to execute and deliver this
Lease and to make it a binding obligation of Landlord or Tenant.

                                     - 16 -

<PAGE>

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

Landlord:                               Tenant:
AMB Property, L.P.                      FMI Int'l (West) LLC,
                                        a Delaware limited liability company

a Delaware limited partnership
By: AMB Property Corporation,           By: /s/ [ILLEGIBLE]
    a Maryland corporation                  ------------------------------------

                                        Its: VICE PRESIDENT

                                                          AND

   By: ______________________________   By: /s/ [ILLEGIBLE]
   Its: _____________________________       ------------------------------------
                                        Its: CHIEF FINANCIAL OFFICER

Telephone: (415) 394-9000               Telephone: (732) 750-9000

Facsimile: (415) 394-9001               Facsimile: (732) 750-4338

Executed at: San Francisco, CA          Executed at: CARTERET, NJ

on: _________________________________   on: DECEMBER 16, 1999

ADDRESS                                 ADDRESS

505 Montgomery Street                       800 FEDERAL BLVD.
San Francisco, CA 94111                     CARTERET, NJ 07008

                                      - 17 -

<PAGE>

                                    GLOSSARY

The following terms in the Lease are defined in the paragraphs opposite the
terms.

                            TERM DEFINED IN PARAGRAPH

Additional Rent                                           4.1
Applicable Requirements                                   6.3
Assign                                                    12.1
Base Rent                                                 1.4
Basic Provisions                                          1
Building                                                  1.2
Building Operating Expenses                               4.2(b)
Code                                                      12.1(a)
Commencement Date                                         1.3
Commencement Date Certificate                             3.3
Common Areas                                              2.2
Common Area Operating Expenses                            4.2(b)
Condemnation                                              14
Default                                                   13.1
Expiration Date                                           1.3
HVAC                                                      4.2(a)(x)
Hazardous Substance                                       6.2
Indemnity                                                 8.5
Industrial Center                                         1.2
Landlord                                                  1.1
Landlord Entities                                         6.2(c)
Lease                                                     1.1
Lenders                                                   6.4
Mortgage                                                  16.18
Operating Expenses                                        4.2
Party/Parties                                             1.1
Permitted Use                                             l.8
Premises                                                  1.2
Prevailing Party                                          16.13
Real Property Taxes                                       10.2
Rent                                                      4.1
Reportable Use                                            6.2
Requesting Party                                          15
Responding Party                                          15
Rules and Regulations                                     2.4, 16.19
Security Deposit                                          1.7,5
Taxes                                                     10.2
Tenant                                                    1.1
Tenant Acts                                               9.2
Tenant's Entity                                           6.2(c)
Tenant's Share                                            1.5
Term                                                      1.3
Use                                                       6.1

                                     - 18 -

<PAGE>

                            FIRST AMENDMENT TO LEASE

      This First Amendment to Lease ("Amendment") is made and entered into as of
December 30, 1999, by and between AMB PROPERTY L.P., a Delaware limited
partnership ("Landlord") and FMI Int'l (West) LLC, a Delaware limited liability
company ("Tenant").

                                    RECITALS

      Tenant and Landlord are parties to that certain AMB Property Corporation
Industrial Lease dated December 6, 1999 ("Lease"). Pursuant to the terms and
conditions of the Lease, Tenant has leased the premises commonly known as 22351
Wilmington Avenue, Carson, California 90745 ("Premises").

                                   AGREEMENTS

      NOW, THEREFORE, in consideration of the foregoing and the mutual
covenants, conditions and agreements contained herein, and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Landlord and Tenant hereby agree as follows:

      1. COMMENCEMENT DATE. Section 1.3 of the Lease is hereby deleted and
replaced by the following: "1.3 TERM. Seven (7) years and one (1) month ("Term")
commencing the later of June 15, 2000 or substantial completion of tenant
improvements by Landlord ("Commencement Date") and ending seven (7) years and
one (1) month after the Commencement Date ("Expiration Date")."

      2. INITIAL MONTH'S BASE RENT. Section 1.4 of the Lease is hereby deleted
and replaced by the following: "1.4 BASE RENT. $141,750.00 per month base rent
is payable on May 15, 2000 for the second month of the lease term, the first
month of the lease term being free of base rent."

      3. CITY OF CARSON REQUIREMENTS. Landlord and Tenant acknowledge and agree
that Landlord has been informed by the City of Carson Planning Department and
has so informed Tenant that modifications to the Premises may be required ("City
Requirements") including, but not limited to the expansion of the landscape
buffer along Wilmington Avenue ("Landscape Buffer") further into the Premises by
approximately six (6) feet and the placement of a wall or other screening device
(collectively "Wall") along Wilmington Avenue and the Landscape Buffer. Landlord
and Tenant agree that Landlord will use its reasonable best efforts to minimize
the effect of the City Requirements, but that Landlord has no control over the
City Requirements. Landlord shall, at its sole cost and expense, construct the
Wall, modify or expand the Landscape Buffer, and re-stripe the parking area of
the Premises as necessary to comply with the City Requirements. In no event
shall the City Requirements otherwise modify the obligations of the parties
under the Lease.

      4. NO OTHER AMENDMENTS. Except as otherwise provided in this Amendment,
all other terms and conditions of the Lease shall remain the same and the Lease
shall remain in full force and effect.

      IN WITNESS WHEREOF, the parties hereto have signed this First Amendment as
of the date first written above.

LANDLORD                                  TENANT

AMB PROPERTY, L.P.                        FMI INT'L (WEST) LLC
a Delaware limited partnership            a Delaware limited liability company

By: AMB PROPERTY CORPORATION
    a Maryland corporation                By: /s/ Gregory DeSaye
                                              ------------------------------
    Its General Partner                       Gregory DeSaye, Vice President

By: /s/ Martin J. Coyne                   By: /s/ Joseph Cangelosi
    -------------------------------           -------------------------------
    Martin J. Coyne, Vice President           Joseph Cangelosi,
                                              Chief Financial Officer

<PAGE>

                           SECOND AMENDMENT TO LEASE

      This Second Amendment to Lease ("Amendment") is made and entered into as
of May 16, 2000, by and between AMB Property L.P., a Delaware limited
partnership ("Landlord") and FMI Int'l (West) LLC, a Delaware limited liability
company ("Tenant").

                                    RECITALS

      Tenant and Landlord are parties to that certain AMB Property Corporation
Industrial Lease dated December 6, 1999 ("Lease"), which was amended by a
written First Amendment to Lease dated December 30, 1999 ("First Amendment").
The Lease as modified by the First Amendment is sometimes referred to as the
"Amended Lease". Pursuant to the terms and conditions of the Amended Lease,
Tenant has leased the premises commonly known as 22351 Wilmington Avenue,
Carson, California 90745 ("Premises").

                                   AGREEMENTS

      NOW, THEREFORE, in consideration of the foregoing and the mutual
covenants, conditions and agreements contained herein, and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Landlord and Tenant hereby agree as follows:

      1. COMMENCEMENT DATE. Section 1.3 of the Amended Lease is hereby deleted
and replaced by the following: "1.3 TERM. Seven (7) years and one (1) month
("Term") commencing on June 1, 2000 ("Commencement Date") and ending on June 30,
2007 ("Expiration Date")."

      2. INITIAL MONTH'S BASE RENT. Section 1.4 of the Amended Lease is hereby
deleted and replaced by the following: "1.4 BASE RENT $141,750.00 per month base
rent is payable on June 1, 2000 for the period of July 1 through July 31, 2000,
the first month of the lease term being free of base rent."

      3. TENANT IMPROVEMENT ADDENDUM. The following items are hereby added to
"Landlord's Work" as set forth in the Tenant Improvement Addendum to the Amended
Lease:

            a.    create dock-high loading in front of all truck doors in Area C
                  as depicted on Exhibit "A" to this Second Amendment.

            b.    enlarge two (2) existing truck doors in Area B as depicted on
                  Exhibit "A" to this Second Amendment.

            c.    add two (2) new truck doors, each 18 feet by 10 feet, in Area
                  B as depicted on Exhibit "A" to this Second Amendment.

      4. COMMENCEMENT DATE MEMORANDUM. Upon completion by Landlord of
"Landlord's Work" as set forth in the Tenant Improvement Addendum to the Amended
Lease, Landlord and Tenant shall execute a new Commencement Date Memorandum in
form and substance identical to that attached hereto as Exhibit "B" to this
Second Amendment.

      5. NO OTHER AMENDMENT. Except as otherwise provided in this Second
Amendment, all other terms and conditions of the Amended Lease shall remain the
same and the Amended Lease shall remain in full force and effect.

      IN WITNESS WHEREOF, the parties hereto have signed this Second Amendment
as of the date first written above.

Landlord:                               Tenant:

AMB PROPERTY, L.P.                      FMI INT'L (WEST) LLC
a Delaware limited partnership          a Delaware limited liability company

By: AMB PROPERTY CORPORATION
    a Maryland corporation              By: /s/ Gregory DeSaye
                                            ------------------------------
    Its General Partner                     Gregory DeSaye, Vice President

By: /s/ Martin J. Coyne                 By: /s/ Joseph Cangelosi
    -------------------------------         ------------------------------
    Martin J. Coyne, Vice President         Joseph Cangelosi,
                                            Chief Financial Officer

<PAGE>

                          COMMENCEMENT DATE MEMORANDUM

      LANDLORD:                    AMB PROPERTY, L.P.

      TENANT:                      FMI Int'l (West) LLC

      LEASE DATE:                  December 6, 1999

      PREMISES:                    22351 Wilmington Ave.
                                   Carson, CA

      Tenant hereby accepts the Premises as being in the condition required
under the Lease.

      The Commencement Date of the Lease is June 1, 2000.

      The Expiration Date of the Lease is June 30, 2007.

Landlord:                                   Tenant:

AMB PROPERTY, L.P.                          FMI INT'L (WEST) LLC
a Delaware limited partnership              a Delaware limited liability company

By: AMB PROPERTY CORPORATION
    a Maryland corporation                  By:
    Its General Partner                        ------------------------------
                                               Gregory DeSaye, Vice President

By:                                         By:
   -------------------------------             ------------------------
   Martin J. Coyne, Vice President             Joseph Cangelosi,
                                               Chief Financial Officer

<PAGE>

                                GUARANTY OF LEASE

      WHEREAS, AMB Property, L.P., a Delaware limited partnership ("Landlord"),
and FMI Int'l (West) LLC, a Delaware limited liability company ("Tenant"), are
about to execute a lease ("Lease") dated December 6, 1999, for the premises
commonly known as 22351 Wilmington Avenue, Carson, California 90745;

      WHEREAS, Fashion Marketing, Inc., a New Jersey corporation and Fashion
Marketing LLC, a Delaware limited liability company (collectively "Guarantor")
are affiliates of Tenant; and

      WHEREAS, Landlord would not execute the Lease if Guarantor did not execute
and deliver to Landlord this Guaranty of Lease.

NOW THEREFORE, in consideration of the execution of the foregoing Lease by
Landlord and as a material inducement to Landlord to execute the Lease:

1. Guarantor hereby jointly, severally, unconditionally, and irrevocably
guarantees the prompt payment by Tenant of all rents and all other sums payable
by Tenant under the Lease and the faithful and prompt performance by Tenant of
each and every one of the terms, conditions, and covenants of the Lease to be
kept and performed by Tenant.

2. The terms of the Lease may, without the consent of or notice to Guarantor, be
modified by Landlord and Tenant or by a course of conduct, and this Guaranty
shall guarantee the performance of said Lease as so modified. The Lease may be
assigned by Landlord or any assignee of Landlord without consent or notice to
Guarantor.

3. This Guaranty shall not be released, modified, or affected by the failure or
delay on the part of Landlord to enforce any of the rights or remedies of the
Landlord under the Lease, whether pursuant to the terms thereof or at law or in
equity.

4. No notice of default need be given to Guarantor. The guaranty of the
undersigned is a continuing guaranty under which Landlord may proceed
immediately against Tenant and/or against Guarantor following any breach or
default by Tenant or for the enforcement of any rights which Landlord may have
against Tenant under the terms of the Lease or at law or in equity.

5. Landlord shall have the right to proceed against Guarantor hereunder
following any breach or default by Tenant without first proceeding against
Tenant and without previous notice to or demand upon either Tenant or Guarantor.

6. Guarantor hereby waives (a) notice of acceptance of this Guaranty, (b) demand
of payment, presentation, and protest, (c) all right to assert or plead any
statute of limitations relating to this Guaranty or the Lease, (d) any right to
require the Landlord to proceed against the Tenant or any other Guarantor or any
other person or entity liable to Landlord, (e) any right to require Landlord to
apply to any default any security deposit or other security it may hold under
the Lease, (f) any right to require Landlord to proceed under any other remedy
Landlord may have before proceeding against Guarantor, and (g) any right of
subrogation.

7. Guarantor does hereby subrogate all existing or future indebtedness of Tenant
to Guarantor to the obligations owed to Landlord under the Lease and this
Guaranty.

8. If a Guarantor is married, such Guarantor expressly agrees that recourse may
be had against his or her separate property for all of the obligations
hereunder.

9. The obligations of Tenant under the Lease to execute and deliver estoppel
certificates and financial statements shall be deemed to also require the
Guarantor hereunder to do and provide the same.

                                        1

<PAGE>

10. The term "Landlord" refers to and means the Landlord named in the Lease and
also Landlord's successors and assigns. So long as Landlord's interest in the
Lease, the leased premises, or the rents, issues, and profits therefrom, are
subject to any mortgage or deed of trust or assignment for security, no
acquisition by Guarantor of the Landlord's interest shall affect the continuing
obligation of Guarantor under this Guaranty which shall nevertheless continue in
full force and effect for the benefit of the mortgagee, beneficiary, trustee, or
assignee under such mortgage, deed of trust, or assignment, and their successors
and assigns.

11. The term "Tenant" refers to and means the Tenant named in the Lease and also
Tenant's successors and assigns.

12. In the event any action is brought by said Landlord against Guarantor
hereunder to enforce the obligation of Guarantor hereunder, the unsuccessful
party in such action shall pay to the prevailing party therein all court costs,
including costs of investigation, discovery and appeal (if any) and a reasonable
attorney's fee which shall be fixed by the court.

Fashion Marketing LLC,                           Fashion Marketing Inc.,
a Delaware limited liability company             a New Jersey corporation

By: /s/ [ILLEGIBLE]                             By: /s/ [ILLEGIBLE]
   ---------------------                           ---------------------
Its: VICE PRESIDENT                             Its: VICE PRESIDENT
     -------------------                             -------------------
     "Guarantor"                                     "Guarantor"

By: /s/ [ILLEGIBLE]                             By: /s/ [ILLEGIBLE]
   -------------------------                       -------------------------
Its: CHIEF FINANCIAL OFFICER                    Its: CHIEF FINANCIAL OFFICER
     -----------------------                         -----------------------
     "GUARANTOR"                                     "GUARANTOR"

                                        2

<PAGE>

                               AMB PROPERTY, L.P.,
                         A DELAWARE LIMITED PARTNERSHIP
                                INDUSTRIAL LEASE

                           Tenant Improvement Addendum

This Tenant Improvement Addendum is a part of the Lease dated December 6, 1999,
by and between AMB PROPERTY, L.P. ("Landlord") and, FMI Int'l (West) LLC
("Tenant") for the premises commonly known as 22351 Wilmington Ave., Carson,
California.

Should Tenant desire to construct any improvements ("Alterations") to the
Premises, prior to commencement of construction, Tenant shall obtain and deliver
to Landlord any building permit required by applicable law and a copy of the
executed construction contract(s). Tenant shall reimburse Landlord within 10
days after the rendition of a bill for all of Landlord's actual out-of-pocket
costs incurred in connection with the Alterations, including, without
limitation, all management, engineering, outside consulting, and construction
fees incurred by or on behalf of Landlord for the review and approval of
Tenant's plans and specifications and for the monitoring of construction of the
Alterations. Tenant shall require its contractor to maintain insurance in the
amounts and in the forms reasonably required by Landlord. The Alterations shall
be constructed by licensed contractors approved by Landlord and in accordance
with rules, such as hours of construction, imposed by Landlord. The Alterations
shall be completed lien free, in accordance with the plans and specifications
which have been previously approved by Landlord, in a good, workmanlike, and
prompt manner, with new materials of first-class quality and comply with all
applicable local, state, and federal regulations. The competed Alterations shall
be the property of Landlord and shall, subject to the provisions of the next
sentence, be surrendered with the Premises upon the expiration or sooner
termination of this Lease. However, prior to the expiration or sooner
termination of this Lease, Tenant shall, at Tenant's sole cost and expense,
remove the Alterations which are designated by Landlord to be removed and
following such removal, repair and restore the Premises in a good and
workmanlike manner to their original condition, reasonable wear and tear
excepted.

Prior to commencing construction of the Improvements, Tenant shall obtain from
its contractors and deliver to Landlord a waiver and release of any and all
claims against Landlord and liens against the Premises to which such contractor
might at any time be entitled and to provide such payment and performance bonds
as Landlord may require. The delivery of the waiver and release of claims and
liens and such bonds shall be a condition precedent to Tenant's ability to begin
its construction work at the Premises.

Tenant shall pay when due all claims for labor or materials furnished or alleged
to have been furnished to or for Tenant at or for use on the Premises. Tenant
shall give Landlord not less than 10 days notice prior to the commencement of
any work in, on, or about the Premises, and Landlord shall have the right to
post notices of non-responsibility in or on the Premises as provided by law.

Tenant agrees to indemnify, protect, and defend Landlord and hold Landlord
harmless against any loss, liability, or damage resulting from construction of
the Alterations.

Notwithstanding the foregoing or anything to the contrary contained in the
Lease, Landlord, at its sole cost and expense shall make the following repairs
("Landlord's Work") prior to the Rent Commencement Date:

OFFICE

      1.    Install new carpet, baseboard and v.c.t. tile in the office area.
            Repair or replace, at Landlord's option, all damaged or stained
            ceiling tiles and lenses. Paint office walls.

                                        1

<PAGE>

      2.    Repair or replace, at Landlord's option, all damaged restroom
            fixtures. Install new v.c.t. tile and baseboard in restrooms. Repair
            or replace, at Landlord's option, all stained or damaged lenses in
            restrooms and paint walls

      3.    Install new stairwell at the northeast corner of the Premises.

      4.    Install new glass "storefront" and entry at the northeast corner of
            the Premises.

WAREHOUSE

      1.    Replace all sliding, i.e., garage door type, truck doors with 26
            gauge roll-up doors.

      2.    Remove floor to ceiling wood and drywall demising walls in the
            southern two portions of the warehouse.

      3.    Remove existing strip fluorescent lighting and install new metal
            halide lighting throughout the warehouse, to specifications mutually
            agreed upon by Landlord and Tenant.

      4.    Install new carpet, baseboard and v.c.t. tile in warehouse/shop
            areas. Repair or replace, at Landlord's option, all damaged or
            stained ceiling tiles and lenses. Paint warehouse office walls.

      5.    Repair or replace, at Landlord's option, all damaged warehouse
            restroom fixtures. Install new v.c.t. tile and baseboard. Repair or
            replace, at Landlord's option, all stained or damaged lenses and
            paint walls.

      6.    Replace any damaged/rusted man doors with new steel doors.

      7.    Install, as mandated by the Los Angeles County Fire Department,
            panic hardware and alarms of man doors.

      8.    Remove "drop ceiling," HVAC ducting, electrical and plumbing
            fixtures under the mezzanine. Raise sprinklers and lighting.

      9.    Deliver all dock plates and load levelers in good condition and
            repair.

      10.   Install two double and one single truck doors at openings created by
            the removal of the eastern office pod.

      11.   Clean warehouse floors.

      12.   Paint interior walls and columns.

EXTERIOR

      1.    Paint exterior walls.

YARD

      1.    Install new pedestrian entrance and handicap access ramp at the
            northeast corner of the Premises adjacent to new "storefront."

      2.    Repair, slurry seal, and stripe the truck yard.

      3.    Repair all damaged fencing.

      4.    Install new 8 foot high chain link fence at north end of building
            demising truck and car parking areas.

      5.    Demolish eastern pod of office space.

      6.    Install a concrete apron of similar dimensions to the existing
            apron.

      7.    Install asphalt in area where office pod was removed.

      8.    Stripe for car parking near new office front.

In addition to the foregoing Landlord's Work, Landlord shall provide Tenant with
an allowance of $75,000.00 ("Allowance") to be used by Tenant solely for the
following improvements ("Allowance Improvements"):

      1.    Installation of windows in offices looking out over the warehouse
            area from mezzanine office space.

      2.    Installation of edge of dock plates at truck positions.

      3.    Installation of dock sealers at all loading positions.

Tenant shall deliver to Landlord copies of all paid invoices and bills
evidencing the completion of the Allowance Improvements. The Allowance
Improvements shall be

                                        2

<PAGE>

constructed and be subject to the provisions of this Addendum regarding
Alterations. Any portion of the Allowance which remains after completion of the
Allowance Improvements will be returned by Tenant to Landlord.

FIRE SAFETY SYSTEM

Landlord will deliver the Premises to Tenant with the fire sprinkler system in
good working order. Notwithstanding the foregoing, Tenant shall be responsible
for any upgrades to the fire safety system including, but not limited to, the
fire sprinkler system, required by any governmental or quasi-governmental entity
which is based upon Tenant's use of the Premises.

ADA

Landlord shall be responsible for all costs associated with modifying the
Premises to meet any requirements of the Americans with Disabilities Act as
mandated by the City of Carson. Notwithstanding the foregoing, Tenant shall be
responsible for any modification required by any governmental or
quasi-governmental entity which is based upon Tenant's use of the Premises.

SEISMIC

Landlord shall be responsible for all costs associated with modifying the
Premises to meet any seismic retrofit requirements as mandated by any
governmental entity. Notwithstanding the foregoing, Tenant shall be responsible
for any modification required by any governmental entity which is based upon
Tenant's use of the Premises.

ENVIRONMENTAL

Tenant shall not be responsible for any environmental matters, hazardous
substances or conditions existing at the Premises prior to Tenant's taking
possession of the Premises or caused by Landlord, its agents or employees.
Notwithstanding the foregoing or anything to the contrary contained in the
Lease, Tenant acknowledges and agrees that this Tenant Improvement Addendum
serves as written notice to Tenant that Landlord has disclosed to Tenant the
existence of hazardous substances that have become located on or beneath the
real property of which the Premises are a part, as set forth in Attachment 1 to
this Addendum.

Landlord:                                   Tenant:

AMB Property, L.P.                          FMI Int'l (West) LLC
a Delaware limited partnership              a Delaware limited liability company
By: AMB Property Corporation,
    a Maryland corporation

By: _____________________                   By:  /s/ [ILLEGIBLE]
                                                -------------------------
Its: ____________________                   Its: VICE PRESIDENT

                                                        AND

                                            By: /s/ [ILLEGIBLE]
                                                -------------------------
                                            It's: CHIEF FINANCIAL OFFICER

                                        3

<PAGE>

                               AMB PROPERTY, L.P.,
                         A DELAWARE LIMITED PARTNERSHIP
                                INDUSTRIAL LEASE

                            RENT ADJUSTMENT ADDENDUM

This Rent Adjustment Addendum is a part of the Lease dated December 6, 1999, by
and between AMB PROPERTY, L.P. ("Landlord") and FMI Int'l (West) LLC ("Tenant")
for the premises commonly known as 22351 Wilmington Ave, Carson, California.

Monthly Base Rent for the each of the periods designated in this Addendum
("Adjustment Periods") shall be the amount calculated in accordance with the
alternative selected below ("Rent Adjustment Alternative"), but in no event
shall the monthly Base Rent for an Adjustment Period be less than the highest
monthly rent payable during the term preceding the Adjustment Period.

1. ADJUSTMENT PERIODS;

      The rent shall be adjusted on the 31st and 61st months after the
Commencement Date.

2. RENT ADJUSTMENT ALTERNATIVES

            [X]         Cost of living adjustment ("CPI Adjustment")
            Monthly Base Rent shall be calculated using the following CPI index
            ("Index"):
                  [ ]   Urban Wage Earners and Clerical Workers
                  [X]   All Urban Consumers
                  [ ]   ____________________________________________________
            The Comparison Month is:
                  [X]   the first month of the term of this Lease; or
                  [ ]   ____________________________________________________

3. CALCULATION OF RENT ADJUSTMENT

      a. COST OF LIVING ADJUSTMENT. The CPI Adjustment shall be based upon the
Consumer Price Index of the Bureau of Labor Statistics of the United States
Department of Labor (1982 - 1984 - 100) for Los Angeles-Riverside-Orange County
using the Index selected in Paragraph 2. If the selected Rent Adjustment
Alternative is the CPI Adjustment, the monthly Base Rent payable during each
Adjustment Period shall be the product obtained by multiplying the highest
monthly Base Rent payable by Tenant during the term immediately preceding by a
fraction the numerator of which shall be the Index for the month that is three
(3) months prior to the first month of the Adjustment Period and the denominator
of which shall be the Index for the month that is three (3) months prior to the
Comparison Month selected above. Notwithstanding the foregoing or anything to
the contrary contained in the Lease, the increase shall not be less than three
(3%) percent nor more than six (6%) percent per annum of the Base Rent for the
immediately preceding month. In no event shall the Base Rent be reduced from the
Base Rent payable prior to the Adjustment Period.

4. NOTICE: Notice of Rent Adjustments shall be made as specified in paragraph
16.6 of the Lease.

Landlord:                                   Tenant:

AMB Property, L.P.                          FMI Int'l (West) LLC,
a Delaware limited partnership              a Delaware limited liability company
By: AMB Property Corporation,
    a Maryland corporation

    By: _______________________________     By: /s/ [ILLEGIBLE]
                                                -------------------------
    Its: ______________________________     Its: VICE PRESIDENT

                                                      AND

                                            By: /s/ [ILLEGIBLE]
                                                -------------------------
                                            It's: CHIEF FINANCIAL OFFICER

                                        I

<PAGE>

                               AMB PROPERTY, L.P.,
                         A DELAWARE LIMITED PARTNERSHIP
                                INDUSTRIAL LEASE

                                Option to Extend

This Option to Extend is a part of the Lease dated December 6, 1999, by and
between AMB PROPERTY, L.P. ("Landlord") and FMI Int'l (West) LLC, ("Tenant") for
the premises commonly known as 22351 Wilmington Ave., Carson, California.

1. OPTION TO EXTEND. Landlord hereby grants to Tenant the option to extend the
term of this Lease for an additional seven (7) years ("Option Period")
commencing when the initial term expires.

2. EXERCISE DATES: For purposes of Paragraph 5 of this Addendum,

      a.    the Earliest Exercise Date is 12 months prior to the date that the
            Option Period would commence, and

      b.    the Last Exercise Date is 9 months prior to the date that the Option
            Period would commence.

3. MONTHLY BASE RENT. The monthly Base Rent for each month of an Option Period
shall be the amount calculated by determining the fair market rental value of
the Premises as set forth below, but in no event shall the monthly Base Rent for
an Option Period be less than the highest monthly Base Rent payable during the
term immediately preceding the Option Period.

      MARKET RENT ADJUSTMENT. Six months prior to the commencement of the Option
Period, the Parties shall negotiate in good faith to determine the Base Rent for
the Option Period. If agreement cannot be reached within thirty days, then
Landlord and Tenant shall each, no later than 90 days prior to the commencement
of the Option Period, make a reasonable determination of the fair market rental
for the Premises for the Option Period and submit such determination, in
writing, to arbitration in accordance with the following provisions:

            (1) No later than 90 days prior to the commencement of the Option
period, Landlord and Tenant shall each select an industrial leasing broker to
act as an arbitrator. The two arbitrators so appointed shall, no later than 75
days prior to the commencement of the Option Period, select a third mutually
acceptable industrial leasing broker to act as a third arbitrator.

            (2) The three arbitrators, acting by a majority, shall no later than
75 days prior to the commencement of the Option Period, determine the actual
fair market rental for the Premises for the Option Period. The decision of a
majority of the arbitrators shall be binding on the Parties. The fair market
rental determination of Landlord or Tenant which is closest to the fair market
rental as determined by the arbitrators shall be the Base Rent for the Option
Period.

            (3) If either of the Parties fails to appoint an arbitrator within
the period required by this Addendum, the arbitrator timely appointed shall
determine the Base Rent for the Option Period.

            (4) The entire cost of such arbitration shall be paid by the party
whose fair market rental submission is not selected.

4. OTHER AMENDMENTS TO LEASE OPERATIVE DURING EACH OPTION PERIOD:

      a. ADJUSTMENT OF BASE RENT DURING OPTION PERIOD. Monthly Base Rent shall
be adjusted during the Option Period in the same manner as during the initial
term, except that the adjustments during the Option Period shall occur on the
31st and 61st months after the beginning of the Option Period, but in no event
shall the monthly Base Rent for an Adjustment Period be less than the highest
monthly rent payable during the term preceding the Adjustment Period.

5. CONDITIONS TO EXERCISE OF OPTION. Tenant's right to extend is conditioned
upon and subject to each of the following:

      a. In order to exercise an option to extend, Tenant must give written
notice of such election to Landlord and Landlord must receive the same by the
Last Exercise Date

                                        1

<PAGE>

but not prior to the Earliest Exercise Date. If proper notification of the
exercise of an option is not given and/or received, such option shall
automatically expire. Options (If there are more than one) may only be exercised
consecutively. Failure to exercise an option terminates that option and all
subsequent options. Tenant acknowledges that because of the importance to
Landlord of knowing no later than the Last Exercise Date whether or not Tenant
will exercise the option, the failure of Tenant to notify Landlord by the Last
Exercise Date will conclusively be presumed an election by Tenant not to
exercise the option.

      b. Tenant shall have no right to exercise an option (i) if Tenant is in
Default or (ii) in the event that Landlord has given to Tenant three or more
notices of separate Defaults during the 12-month period immediately preceding
the exercise of the option, whether or not the Defaults are cured. The period of
time within which an option may be exercised shall not be extended or enlarged
by reason of Tenant's inability to exercise an option because of the provisions
of this paragraph.

      c. All of the terms and conditions of this Lease, except where
specifically modified by this Addendum, shall apply.

      d. The options are personal to the Tenant, cannot be assigned or exercised
by anyone other than the Tenant, and only while the Tenant is in full
possession of the Premises and without the intention of thereafter assigning or
subletting.

Landlord:                                   Tenant:

AMB Property, L.P.                          FMI Int'l (West) LLC,
a Delaware limited partnership              a Delaware limited liability company
By: AMB Property Corporation,
    a Maryland corporation

  By: ___________________________________   By: /s/ [ILLEGIBLE]
                                                ------------------------
  Its: __________________________________   Its: VICE PRESIDENT

                                                      AND

                                            By: /s/ [ILLEGIBLE]
                                                ------------------------
                                            Its: CHIEF FINANCIAL OFFICER

                                        2

<PAGE>

                               AMB PROPERTY, L.P.,
                         A DELAWARE LIMITED PARTNERSHIP
                                INDUSTRIAL LEASE

               EARLY POSSESSION AND INDUCEMENT RECAPTURE ADDENDUM

This Early Possession and Inducement Recapture Addendum is a part of the Lease
dated December 6, 1999 by and between AMB PROPERTY, L.P. ("Landlord") and FMI
Int'l (West) LLC ("Tenant") for the premises commonly known as 22351 Wilmington
Ave., Carson, California.

1. EARLY POSSESSION.

Tenant may occupy the office portion of the Premises for the purpose of allowing
its telephone contractors access for installation of equipment after full
execution of the Lease and delivery of same by Landlord to Tenant and on and
after the date that Landlord gives Tenant notice of substantial completion of
Landlord's Work, pursuant to the Tenant Improvement Addendum hereto, Tenant may
occupy the warehouse and yard portions of the Premises ("Early Possession
Date"), even though the Early Possession Date is prior to the Commencement Date
of the Lease ("Early Possession"). The obligation to pay Base Rent and Operating
Expenses, Real Property Taxes, Landlord Insurance, and HVAC maintenance shall be
shared for the Early Possession Period. All other terms of this Lease, however,
including, but not limited to, the obligations to pay Tenant's Share of
Operating Expenses and to carry the insurance required by Paragraph 8, shall
be in effect during the Early Possession period. Such Early Possession shall not
change the Expiration Date of the Original Term.

2. INDUCEMENT RECAPTURE IN EVENT OF BREACH. Any agreement by Landlord for
possession of the Premises without the payment or reduced payment of rent or
other charges or for the giving or paying by Landlord to or for Tenant of any
cash or other bonus, inducement, or consideration for Tenant's entering into
this Lease, all of which concessions are hereinafter referred to as "Inducement
Provisions," are conditioned upon Tenant's full and faithful performance of all
of the terms, covenants, and conditions of this Lease to be performed or
observed by Tenant during the terms of this Lease. Upon the occurrence of a
Default by Tenant, any rent, other charge, bonus, inducement, or consideration
abated, given, or paid by Landlord under such an Inducement Provision shall be
immediately due and payable by Tenant to Landlord and recoverable by Landlord as
additional rent due under this Lease, notwithstanding and subsequent cure by
Tenant.

Landlord:                                   Tenant:

AMB Property, L.P.                          FMI Int'l (West) LLC
a Delaware limited partnership              a Delaware limited liability company
By: AMB Property Corporation
    a Maryland corporation

By:                                         By:  /s/ [ILLEGIBLE]
     _________________________                   -------------------------------
Its:                                        Its: VICE PRESIDENT
     _________________________

                                                               AND

                                            By: /s/ [ILLEGIBLE]
                                                --------------------------------
                                            Its: CHIEF FINANCIAL OFFICER

<PAGE>

                               AMB PROPERTY, L.P.,
                         A DELAWARE LIMITED PARTNERSHIP
                                INDUSTRIAL LEASE

                             RENT ABATEMENT ADDENDUM

This Rent Abatement Addendum is a part of the Lease dated December 6, 1999 by
and between AMB PROPERTY, L.P. ("Landlord") and FMI Int'l (West) LLC,
("Tenant") for the premises commonly known as 22351 Wilmington Ave., Carson,
California.

1. RENT ABATEMENT. The Base Rent only shall be abated ("Abated Rent") for the
first month of the term of the Lease.

2. RECAPTURE OF ABATED RENT. Any agreement by Landlord for Abated Rent is
conditioned upon Tenant's full and faithful performance of all of the terms,
covenants, and conditions of this Lease to be performed or observed by Tenant
during the term of this Lease. Upon the occurrence of a Default by Tenant, in
addition to any Inducement Recapture set forth elsewhere in this Lease, all
Abated Rent be immediately due and payable by Tenant to Landlord and recoverable
by Landlord as additional rent due under this Lease, notwithstanding any
subsequent cure by Tenant.

Landlord:                                 Tenant:

AMB Property, L.P.                        FMI Int'l (West) LLC,
a Delaware limited partnership            a Delaware limited liability company
By: AMB Property Corporation,
    a Maryland corporation

By:  ________________________________     By:  /s/ [ILLEGIBLE]
                                               --------------------------------
Its: ________________________________     Its: VICE PRESIDENT

                                                           AND

                                          By:  /s/ [ILLEGIBLE]
                                               --------------------------------
                                          Its: CHIEF FINANCIAL OFFICER

<PAGE>

                               AMB PROPERTY, L.P.,
                         A DELAWARE LIMITED PARTNERSHIP
                                INDUSTRIAL LEASE

                             RENT ABATEMENT ADDENDUM

This Rent Abatement Addendum is a part of the Lease dated December 6, 1999 by
and between AMB PROPERTY, L.P. ("Landlord") and FMI Int'l (West) LLC. ("Tenant")
for the premises commonly known as 22351 Wilmington Ave., Carson, California.

1. RENT ABATEMENT. The Base Rent only shall be abated ("Abated Rent") for the
first month of the term of the Lease.

2. RECAPTURE OF ABATED RENT. Any agreement by Landlord for Abated Rent is
conditioned upon Tenant's full and faithful performance of all of the terms,
covenants, and conditions of this Lease to be performed or observed by Tenant
during the term of this Lease. Upon the occurrence of a Default by Tenant, in
addition to any Inducement Recapture Set forth elsewhere in this Lease, all
Abated Rent be immediately due and payable by Tenant to Landlord and recoverable
by Landlord as additional rent due under this Lease, notwithstanding any
subsequent cure by Tenant.

Landlord:                               Tenant:

AMB Property, L.P.                      FMI Int'l (West) LLC,
a Delaware limited partnership          a Delaware limited liability company
By: AMB Property Corporation,
    a Maryland corporation

  By: ________________________           By: /s/ [ILLEGIBLE]
                                             --------------------------
  Its: _______________________           Its: VICE PRESIDENT

                                                 AND

                                        By: /s/ [ILLEGIBLE]
                                            ---------------------------
                                        Its: CHIEF FINANCIAL OFFICER

<PAGE>

    [LOGO]                     STANDARD SUBLEASE
              (SHORT-FORM TO BE USED WITH POST 1995 AIREA LEASES)
(NOTE: DO NOT USE IF LESS THAN ENTIRE PREMISES ARE BEING SUBLET. FOR SITUATIONS
 WHERE THE PREMISES ARE TO BE OCCUPIED BY MORE THAN ONE TENANT OR SUBTENANT USE
                   THE "STANDARD SUBLEASE-MULTI-TENANT" FORM)

1     BASIC PROVISIONS ("BASIC PROVISIONS").

      1.1 PARTIES: This Sublease ("Sublease"), dated for reference purposes only
March 8, 2005, is made by and between FMI Int'l (West) LLC. a Delaware limited
liability company ______________________________________________________
________________________________________________________________________________
______________________________________________________________ ("Sublessor") and
American Port Services, Inc. a Georgia Corporation ___________
________________________________________________________________________________
_________________________________________________________________ ("Sublessee"),
(collectively the "PARTIES" or individually a "PARTY").

      1.2 PREMISES: That certain real property, including all improvements
therein, and commonly known by the street address of 22351 Wilmington Avenue,
Carson
located in the County of Los Angeles, State of California
and generally described as (describes briefly the nature of the property) an
approximate 315,000 square feet industrial building located an approximately
706,913 square feet of land ("PREMISES").

      1.3 TERM: two (2) years and three (3) months commencing April 1, 2005
("COMMENCEMENT DATE") and ending June 30, 2007 ("EXPIRATION DATE").

      1.5 BASE RENT: $ 148,050.00 per month ("BASE RENT"), payable on the first
day of each month commencing June 1, 2005.

      1.6 BASE RENT AND OTHER MONIES PAID UPON EXECUTION:

            (a) BASE RENT: $ 148,050.00 for the period June 1-30, 2005.

            (b) SECURITY DEPOSIT: $150,000.00 ("SECURITY DEPOSIT").

            (c) ASSOCIATION FEES: $ N/A for the period __________________

            (d) OTHER OPERATING EXPENSES: $33,100.00 for the month of June 2005.
See attached breakdown of the approximate 2005 Operating Expenses. The
Operating Expenses may increase in 2006 and 2007. Sublessee shall pay the full
amount, the Operating Expenses as determined by Master Lessor.

            (e) TOTAL DUE UPON EXECUTION OF THIS LEASE: $331,150.00.

      1.7 AGREED USE: general office, warehouse, distribution and storage of
ocean containers, storage containers, truck drivers' personal vehicles and
tractors outside of the Building provided such uses are in compliance with all
laws and for no other use.

      1.8 REAL ESTATE BROKERS:

            (a) REPRESENTATION: The following real estate brokers (the
"BROKERS") and brokerage relationships exist in this transaction (check
applicable boxes)

[X]   Los Angeles Real Estate Management, Inc. represents Sublessor exclusively
      ("SUBLESSOR'S BROKER").

[X]   CB Richard Ellis represents Sublessee exclusively ("SUBLESSEE'S BROKER"),
      or

[ ]   ___________________ represents both Sublessor and Sublessee ("DUAL
      AGENCY").

            (b) PAYMENT TO BROKERS: Upon execution and delivery of this Sublease
by both Parties, Sublessor shall pay to the Brokers the brokerage fee agreed to
in a separate written agreement.

      1.9 GUARANTOR. The obligations of the Sublessee under this Sublease shall
be guaranteed by ______________________________________________________________
_________________________________________________________________ ("GUARANTOR").

      1.10 ATTACHMENTS. Attached hereto are the following, all of which
constitute a part of this Sublease:

[ ] an Addendum consisting of Paragraphs ______________ through
__________________.

[X] a plot plan depicting the Premises.

[ ] a Work Letter.

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[X] a copy of the Master Lease;

[ ] other (specify): ___________________________________________________________
________________________________________________________________________________
_______________________________________________________________________________.

2. PREMISES.

      2.1 LETTING. Sublessor hereby subleases to Sublessee, and Sublessee hereby
subleases from Sublessor, the Premises for the term, at the rental, and upon
all of the terms, covenants and conditions set forth in this Sublease. Unless
otherwise provided herein, any statement of size set forth in this Sublease, or
that may have been used in calculating Rent, is an approximation which the
Parties agree is reasonable and any payments based thereon are not subject to
revision whether or not the actual size is more or less. NOTE: SUBLESSEE IS
ADVISED TO VERIFY THE ACTUAL SIZE PRIOR TO EXECUTING THIS SUBLEASE.

      2.2 CONDITION. Sublessor shall deliver the Premises to Sublessee broom
clean and free of debris on the Commencement Date or the Early Possession Date,
whichever first occurs ("START DATE"), and warrants that the existing
electrical, plumbing, fire sprinkler, lighting, heating, ventilating and air
conditioning systems ("HVAC"), and any items which the Sublessor is obligated to
construct pursuant to the Work Letter attached hereto, if any, other than those
constructed by Sublessee, shall be in good operating condition on said date. If
a non-compliance with such warranty exists as of the Start Date, or if one of
such systems or elements should malfunction or fail within the appropriate
warranty period, Sublessor shall, as Sublessor's sole obligation with respect to
such matter, except as otherwise provided in this Sublease, promptly after
receipt of written notice from Sublessee setting forth with specificity the
nature and extent of such non-compliance, malfunction or failure, rectify same
at Sublessor's expense. The warranty periods shall be as follows: (i) 6 months
as to the HVAC systems, and (ii) 30 days as to the remaining systems and other
elements. If Sublessee does not give Sublessor the required notice within the
appropriate warranty period, correction of any such non-compliance, malfunction
or failure shall be the obligation of Sublessee at Sublessee's sole cost and
expense.

      2.3 COMPLIANCE. Sublessor warrants that any improvements, alterations or
utility installations made or installed by or on behalf of Sublessor to or on
the Premises comply with all applicable covenants or restrictions of record and
applicable building codes, regulations and ordinances ("APPLICABLE
REQUIREMENTS") in effect on the date that they were made or installed. Sublessor
makes no warranty as to the use to which Sublessee will put the Premises or to
modifications which may be required by the Americans with Disabilities Act or
any similar laws as a result of Sublessee's use. NOTE: SUBLESSEE IS RESPONSIBLE
FOR DETERMINING WHETHER OR NOT THE ZONING AND OTHER APPLICABLE REQUIREMENTS ARE
APPROPRIATE FOR SUBLESSEE'S INTENDED USE, AND ACKNOWLEDGES THAT PAST USES OF THE
PREMISES MAY NO LONGER BE ALLOWED. If the Premises do not comply with said
warranty, Sublessor shall, except as otherwise provided, promptly after receipt
of written notice from Sublessee setting forth with specificity the nature and
extent of such non-compliance, rectify the same.

      2.4 ACKNOWLEDGEMENTS. Sublessee acknowledges that: (a) it has been advised
by Sublessor and/or Brokers to satisfy itself with respect to the condition of
the Premises (including but not limited to the electrical, HVAC and fire
sprinkler systems, security, environmental aspects, and compliance with
Applicable Requirements and the Americans with Disabilities Act), and their
suitability for Sublessee's intended use, (b) Sublessee has made such
investigation as it deems necessary with reference to such matters and assumes
all responsibility therefor as the same relate to its occupancy of the Premises,
and (c) neither Sublessor, Sublessor's agents, nor Brokers have made any oral or
written representations or warranties with respect to said matters other than as
set forth in this Sublease. In addition, Sublessor acknowledges that: (i)
Brokers have made no representations, promises or warranties concerning
Sublessee's ability to honor the Sublease or suitability to occupy the Premises,
and (ii) it is Sublessor's sole responsibility to investigate the financial
capability and/or suitability of all proposed tenants.

      2.5 AMERICANS WITH DISABILITIES ACT. In the event that as a result of
Sublessee's use, or intended use, of the Premises the Americans with
Disabilities Act or any similar law requires modifications or the construction
or installation of improvements in or to the Premises, Building, Project and/or
Common Areas, the Parties agree that such modifications, construction or
improvements shall be made at [ ] Sublessor's expense [X] Sublessee's expense.

3. POSSESSION.

      3.1 EARLY POSSESSION. If Sublessee totally or partially occupies the
Premises prior to the Commencement Date, the obligation to pay Base Rent shall
be abated for the period of such early possession. All other terms of this
Sublease (including but not limited to the obligations to pay Sublessee's Share
of Common Area Operating Expenses, Real Property Taxes and insurance premiums
and to maintain the Premises) shall, however, be in effect during such period.
Any such early possession shall not affect the Expiration Date.

      3.2 DELAY IN COMMENCEMENT. Sublessor agrees to use its best commercially
reasonable efforts to deliver possession of the Premises by the Commencement
Date. If, despite said efforts, Sublessor is unable to deliver possession as
agreed, the rights and obligations or Sublessor and Sublessee shall be as set
forth in Paragraph 3.3 or the Master Lease (as modified by Paragraph 7.3 or this
Sublease).

      3.3 SUBLESSEE COMPLIANCE. Sublessor shall not be required to tender
possession of the Premises to Sublessee until Sublessee complies with its
obligation to provide evidence of insurance. Pending delivery of such evidence,
Sublessee shall be required to perform all of its obligations under this
Sublease from and after the Start Date, including the payment of Rent,
notwithstanding Sublessor's election to withhold possession pending receipt of
such evidence of insurance. Further, if Sublessee is required to perform any
other conditions prior to or concurrent with the Start Date, the Start Date
shall occur but Sublessor may elect to withhold possession until such conditions
are satisfied.

4. RENT AND OTHER CHARGES.

      4.1 RENT DEFINED. All monetary obligations of Sublessee to Sublessor under
the terms of this Sublease (except for this security deposit are deemed to be
rent ("Rent"). Rent shall be payable in lawful money of the United States to
Sublessor at the

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address stated herein or to such other persons or at such other places as
Sublessor may designate in writing.

      4.2 UTILITIES. Sublessee shall pay for all water, gas, heat, light, power,
telephone, trash disposal and other utilities and services supplied to the
Premises, together with any taxes thereon.

5. SECURITY DEPOSIT. The rights and obligations of Sublessor and Sublessee as to
said Security Deposit shall be as set forth in Paragraph 5 of the Master Lease
(as modified by Paragraph 7.3 of this Sublease).

6. AGREED USE. The Premises shall be used and occupied only for general office,
warehouse, distribution and storage of ocean containers, storage containers,
truck drivers' personal vehicles and tractors outside or the building, provided
such uses are in compliance with all laws and for no other purpose.

7. MASTER LEASE.

      7.1 Sublessor is the lessee of the Premises by virtue of a lease,
hereinafter the "MASTER LEASE", wherein AME PROPERTY, L.P., A DELAWARE LIMITED
PARTNERSHIP is the lessor, hereinafter the "MASTER LESSOR".

      7.2 This Sublease is and shall be at all times subject and subordinate to
the Master Lease.

      7.3 The terms, conditions and respective obligations of Sublessor and
Sublessee to each other under this Sublease shall be the terms and conditions of
the Master Lease except for those provisions of the Master Lease which are
directly contradicted by this Sublease in which event the terms of this Sublease
document shall control over the Master Lease. Therefore, for the purposes of
this Sublease, wherever in the Master Lease the word "Lessor" is used it shall
be deemed to mean the Sublessor herein and wherever in the Master Lease the word
"Lessee" is used it shall be deemed to mean the Sublessee herein.

      7.4 During the term of this Sublease and for all periods subsequent for
obligations which have arisen prior to the termination of this Sublease,
Sublessee does hereby expressly assume and agree to perform and comply with, for
the benefit of Sublessor and Master Lessor, each and every obligation of
Sublessor under the Master Lease except for the following paragraphs which are
excluded therefrom: [ILLEGIBLE]. Tenant Improvement Addendum (excluding the Fire
Safety System, ADA, Seismic and Environmental paragraphs which shall remain a
part of this Sublease) Guaranty of Sublease, Rent Adjustment Addendum
[ILLEGIBLE].

      7.5 The obligations that Sublessee has assumed under paragraph 7.4 hereof
are hereinafter referred to as the "SUBLESSEE'S ASSUMED OBLIGATIONS". The
obligations that sublessee has not assumed under paragraph 7.4 hereof are
hereinafter referred to as the "SUBLESSOR'S REMAINING OBLIGATIONS".

      7.6 Sublessee shall hold Sublessor free and harmless from all liability,
judgments, costs, damages, claims or demands, including reasonable attorneys
fees, arising out of Sublessee's failure to comply with or perform Sublessee's
Assumed Obligations.

      7.7 Sublessor agrees to maintain the Master Lease during the entire term
of this Sublease, subject, however, to any earlier termination of the Master
Lease without the fault of the Sublessor, and to comply with or perform
Sublessor's Remaining Obligations and to hold Sublessee free and harmless from
all liability, judgments, costs, damages, claims or demands arising out of
Sublessor's failure to comply with or perform Sublessor's Remaining Obligations.

      7.8 Sublessor represents to Sublessee that the Master Lease is in full
force and effect and that no default exists on the part of any Party to the
Master Lease.

8. ASSIGNMENT OF SUBLEASE AND DEFAULT.

      8.1 Sublessor hereby assigns and transfers to Master Lessor Sublessor's
interest in this Sublease, subject however to the provisions of Paragraph 8.2
hereof.

      8.2 Master Lessor, by executing this document, agrees that until a Default
shall occur in the performance of Sublessor's Obligations under the Master
Lease, that Sublessor may receive, collect and enjoy the Rent accruing under
this Sublease. However, if Sublessor shall Default in the performance of its
obligations to Master Lessor then Master Lessor may, at its option, receive and
collect, directly from Sublessee, all Rent owing and to be owed under this
Sublease. In the event, however, that the amount collected by Master Lessor
exceeds Sublessor's obligations any such excess shall be refunded to Sublessor.
Master Lessor shall not, by reason of this assignment of the Sublease nor by
reason of the collection of the Rent from the Sublessee, be deemed liable to
Sublessee for any failure of the Sublessor to perform and comply with
Sublessor's Remaining Obligations.

      8.3 Sublessor hereby irrevocably authorizes and directs Sublessee upon
receipt of any written notice from the Master Lessor stating that a Default
exists in the performance of Sublessor's obligations under the Master Lease, to
pay to Master Lessor the Rent due and to become due under the Sublease.
Sublessor agrees that Sublessee shall have the right to rely upon any such
statement and request from Master Lessor, and that Sublessee shall pay such Rent
to Master Lessor without any obligation or right to inquire as to whether such
Default exists and notwithstanding any notice from or claim from Sublessor to
the contrary and Sublessor shall have no right or claim against Sublessee for
any such Rent so paid by Sublessee.

      8.4 No changes or modifications shall be made to this Sublease without the
consent of Master Lessor.

9. CONSENT OF MASTER LESSOR.

      9.1 In the event that the Master Lease requires that Sublessor obtain the
consent of Master Lessor to any subletting by Sublessor then, this Sublease
shall not be effective unless, within 10 days of the date hereof, Master Lessor
signs this Sublease thereby giving its consent to this Subletting.

      9.2 In the event that the obligations of the Sublessor under the Master
Lease have been guaranteed by third parties then neither this Sublease, nor the
Master Lessor's consent, shall be effective unless, within 10 days of the date
hereof, said guarantors sign this Sublease thereby giving their consent to this
Sublease.

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      9.3 In the event that Master Lessor does give such consent then:

            (a) Such consent shall not release Sublessor of its obligations or
alter the primary liability of Sublessor to pay the Rent and perform and comply
with all of the obligations of Sublessor to be performed under the Master Lease.

            (b) The acceptance of Rent by Master Lessor from Sublessee or any
one else liable under the Master Lease shall not be deemed a waiver by Master
Lessor of any provisions of the Master Lease.

            (c) The consent to this Sublease shall not constitute a consent to
any subsequent subletting or assignment.

            (d) In the event of any Default of Sublessor under the Master Lease,
Master Lessor may proceed directly against Sublessor, any guarantors or any one
else liable under the Master Lease or this Sublease without first exhausting
Master Lessor's remedies against any other person or entity liable thereon to
Master Lessor.

            (e) Master Lessor may consent to subsequent sublettings and
assignments of the Master Lease or this Sublease or any amendments or
modifications thereto without notifying Sublessor or any one else liable under
the Master Lease and without obtaining their consent and such action shall not
relieve such persons from liability.

            (f) In the event that Sublessor shall Default in its obligations
under the Master Lease, then Master Lessor, at its option and without being
obligated to do so, may require Sublessee to attorn to Master Lessor in which
event Master Lessor shall undertake the obligations of Sublessor under this
Sublease from the time of the exercise of said option to termination of this
Sublease but Master Lessor shall not be liable for any prepaid Rent nor any
Security Deposit paid by Sublessee, nor shall Master Lessor be liable for any
other Defaults of the Sublessor under the Sublease.

            (g) Unless directly contradicted by other provisions of this
Sublease, the consent of Master Lessor to this Sublease shall not constitute an
agreement to allow Sublessee to exercise any options which may have been granted
to Sublessor in the Master Lease.

      9.4 The signatures of the Master Lessor and any Guarantors of Sublessor at
the end of this document shall constitute their consent to the terms of this
Sublease.

      9.5 Master Lessor acknowledges that, to the best of Master Lessor's
knowledge, no Default presently exists under the Master Lease of obligations to
be performed by Sublessor and that the Master Lease is in full force and effect.

      9.6 In the event that Sublessor Defaults under its obligations to be
performed under the Master Lease by Sublessor, Master Lessor agrees to deliver
to Sublessee a copy of any such notice of default. Sublessee shall have the
right to cure any Default of Sublessor described in any notice of default within
ten days after service of such notice of default on Sublessee. If such Default
is cured by Sublessee then Sublessee shall have the right of reimbursement and
offset from and against Sublessor.

10. ADDITIONAL BROKERS COMMISSIONS.

      10.1 Sublessor agrees that if Sublessee exercises any option or right of
first refusal as granted by Sublessor herein, or any option or right
substantially similar thereto, either to extend the term of this Sublease, to
renew this Sublease, to purchase the Premises, or to lease or purchase adjacent
property which Sublessor may own or in which Sublessor has an interest, then
Sublessor shall pay to Broker a fee in accordance with the schedule of Broker in
effect at the time of the execution of this Sublease. Notwithstanding the
foregoing, Sublessor's obligation under this Paragraph is limited to a
transaction in which Sublessor is acting as a Sublessor, lessor or seller.

      10.2 Master Lessor agrees that if Sublessee shall exercise any option or
right of first refusal granted to Sublessee by Master Lessor in connection with
this Sublease, or any option or right substantially similar thereto, either to
extend or renew the Master Lease, to purchase the Premises or any part thereof,
or to lease or purchase adjacent property which Master Lessor may own or in
which Master Lessor has an interest, or if Broker is the procuring cause of any
other lease or sale entered into between Sublessee and Master Lessor pertaining
to the Premises, any part thereof, or any adjacent property which Master Lessor
owns or in which it has an interest, then as to any of said transactions, Master
Lessor shall pay to Broker a fee, in cash, in accordance with the schedule of
Broker in effect at the time of the execution of this Sublease.

      10.3 Any fee due from Sublessor or Master Lessor hereunder shall be due
and payable upon the exercise of any option to extend or renew, upon the
execution of any new lease, or, in the event of a purchase, at the close of
escrow.

      10.4 Any transferee of Sublessor's interest in this Sublease, or of Master
Lessor's interest in the Master Lease, by accepting an assignment thereof, shall
be deemed to have assumed the respective obligations of Sublessor or Master
Lessor under this Paragraph 10. Broker shall be deemed to be a third-party
beneficiary of this paragraph 10.

11. REPRESENTATIONS AND INDEMNITIES OF BROKER RELATIONSHIPS. The Parties each
represent and warrant to the other that it has had no dealings with any person,
firm, broker or finder (other than the Brokers, if any) in connection with this
Sublease, and that no one other than said named Brokers is entitled to any
commission or finder's fee in connection herewith. Sublessee and Sublessor do
each hereby agree to indemnify, protect, defend and hold the other harmless from
and against liability for compensation or charges which may be claimed by any
such unnamed broker, finder or other similar party by reason of any dealings or
actions of the indemnifying Party, including any costs, expenses, attorneys'
fees reasonably incurred with respect thereto.

12. ATTORNEY'S FEES. If any Party or Broker brings an action or proceeding
involving the Premises whether founded in tort, contract or equity, or to
declare rights hereunder, the Prevailing Party (as hereafter defined) in any
such proceeding, action, or appeal thereon, shall be entitled to reasonable
attorneys' fees. Such fees may be awarded in the same suit or recovered in a
separate suit, whether or not such action or proceeding is pursued to decision
or judgment. The term, "Prevailing Party" shall include, without limitation, a
Party or Broker who substantially obtains or defeats the relief sought, as the
case may be, whether by compromise, settlement, judgment, or the abandonment by
the other Party or Broker of its claim or defense. The attorneys' fees award
shall not be computed in accordance with any court fee schedule, but shall be
such as to fully reimburse all attorneys' fees reasonably incurred. In addition,
Sublessor shall be entitled to attorneys' fees, costs and expenses incurred in
the preparation and service of notices of Default and consultations in
connection therewith, whether or not a legal action is subsequently commenced in
connection with such Default or

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resulting Breach ($200 is a reasonable minimum per occurrence for such services
and consultation).

13. NO PRIOR OR OTHER AGREEMENTS; BROKER DISCLAIMER. This Sublease contains all
agreements between the Parties with respect to any matter mentioned herein, and
no other prior or contemporaneous agreement or understanding shall be effective.
Sublessor and Sublessee each represents and warrants to the Brokers that it has
made, and is relying solely upon, its own investigation as to the nature,
quality, character and financial responsibility of the other party to this
Sublease and as to the use, nature, quality and character of the Premises.
Brokers have no responsibility with respect thereto or with respect to any
default or breach hereof by either Party. The liability (including court costs
and attorneys' fees), of any Broker with respect to negotiation, execution,
delivery or performance by either Sublessor or Sublessee under this Sublease or
any amendment or modification hereto shall be limited to an amount up to the fee
received by such Broker pursuant to this Sublease; provided, however, that the
foregoing limitation on each Broker's liability shall not be applicable to any
gross negligence or willful misconduct of such Broker.

14. Prior to the Commencement Date of the Sublease, Sublessor and Sublessee
shall conduct a walk through of the Premises Sublessor and Sublessee shall
document the condition of the Premises through video tape, photographs and a
written report. Sublessee shall not be responsible to repair, cure, fix or
otherwise pay for any delayed/deferred maintenance, damage or other condition
that exists at the Premises prior to the Commencement Date and is identified on
the video tape, photographs and written reports or that are identified as set
forth in 2.2 and 2.3 above. Sublessee shall be responsible to maintain the
Premises pursuant to the terms of the Master Lease attached hereto and pay for
the cost to repair, cure and/or fix all damage or other conditions that are
created by Sublessee at the Premises at anytime during the Sublease term.

15. Sublessor, at Sublessor's sole cost and expense, shall deliver the Premises
to Sublessee with the plumbing, sprayers, mechanical, lighting, loading doors,
all electrical, HVAC, electric gate [ILLEGIBLE] pump and all other building
operating systems and components in good working order, condition and state of
repair on the Commencement Date. Other than as previously stated, Sublessee
accepts the Premises in their existing "AS IS" condition. The roof shall be in
water tight condition.

16. Sublessor, at Sublessor's sole cost and expense shall remove the metal
building in south portion of the yard area at any time that is mutually
agreeable to Sublessor and Sublessee. Sublessee shall allow Sublessor access to
the yard area at said agreed upon time to remove said building.

ATTENTION: NO REPRESENTATION OR RECOMMENDATION IS MADE BY THE AIR COMMERCIAL
REAL ESTATE ASSOCIATION OR BY ANY REAL ESTATE BROKER AS TO THE LEGAL
SUFFICIENCY, LEGAL EFFECT, OR TAX CONSEQUENCES OF THIS SUBLEASE OR THE
TRANSACTION TO WHICH IT RELATES. THE PARTIES ARE URGED TO:

1. SEEK ADVICE OF COUNSEL AS TO THE LEGAL AND TAX CONSEQUENCES OF THIS SUBLEASE.

2. RETAIN APPROPRIATE CONSULTANTS TO REVIEW AND INVESTIGATE THE CONDITION OF THE
PREMISES. SAID INVESTIGATION SHOULD INCLUDE BUT NOT BE LIMITED TO: THE POSSIBLE
PRESENCE OF HAZARDOUS SUBSTANCES, THE ZONING OF THE PROPERTY, THE STRUCTURAL
INTEGRITY, THE CONDITION OF THE ROOF AND OPERATING SYSTEMS, AND THE SUITABILITY
OF THE PREMISES FOR SUBLESSEE'S INTENDED USE.

WARNING: IF THE SUBJECT PROPERTY IS LOCATED IN A STATE OTHER THAN CALIFORNIA,
CERTAIN PROVISIONS OF THE SUBLEASE MAY NEED TO BE REVISED TO COMPLY WITH LAWS OF
THE STATE IN WHICH THE PROPERTY IS LOCATED

Executed at: ____________________________  Executed at: SAVANNAH, GA.
On: _____________________________________  On: 3/15/05

By Sublessor:                              By Sublessee:
FMI Int'l (West) LLC, a Delaware limited   American Port Services, Inc.,
liability company                          a Georgia corporation

By:                                        By: /s/ [ILLEGIBLE]
    ------------------------------------      ----------------------------------
Name Printed: Neil Devine                  Name Printed: George [ILLEGIBLE]
Title: Chief Financial Officer             Title: President

By:_____________________________________   By:__________________________________
Name Printed: Greg DeSaye                  Name Printed:________________________
Title: Chief Executive Officer             Title:_______________________________
Address: 800 Federal Boulevard             Address: 198 Gulfstream Road
Carteret, New Jersey 07008                 Savannah, GA 31408
Telephone:(732) 750-9000                   Telephone:(912) 966-2198

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Facsimile:(732) 750-4338                 Facsimile:(912) 966-2791
Federal ID No. _________________________ Federal ID No. ________________________

BROKER:                                  BROKER:

Los Angeles Real Estate Management, Inc. CB Richard Ellis
________________________________________ _______________________________________

Attn: Ed Whittemore                      Attn: Jeff Morgan
Title: Executive Vice President          Title: Senior Vice President
Address: 160 E. Selandia Lane            Address: 990 W. 190th Street
Carson, CA 90746                         Torrance, CA 90502
Telephone: (310) 719-1585                Telephone: (310) 616-2300
Facsimile: (310) 719-7272                Facsimile: (310) 616-2310
Federal ID No. _________________________ Federal ID No. ________________________

Consent to the above Sublease is hereby given.

Executed at: ___________________________ Executed at: __________________________
On: ____________________________________ On: ___________________________________

BY MASTER LESSOR:                        BY GUARANTOR(S):
AMB Property, L. P. a Delaware limited   By: ___________________________________
liability partnership                    Name Printed: _________________________
                                         Address: ______________________________
By: AMB Property Corporation, a          _______________________________________
    Maryland Corporation
Name Printed: __________________________
Title: _________________________________ By: ___________________________________
                                         Name Printed: _________________________
                                         Address: ______________________________
By: ____________________________________ _______________________________________
Name Printed: __________________________
Title: _________________________________
Address: Pier 1, Bay 1
         San Francisco, CA 94111
Telephone: (___) _______________________
Facsimile: (___) _______________________
Federal ID No. _________________________

NOTE: These forms are often modified to meet changing requirements of law and
needs of the industry. Always write or call to make sure you are utilizing the
most current form: AIR COMMERCIAL REAL ESTATE ASSOCIATION, 700 So. Flower St.,
Suite 600, Los Angeles, CA 90017.(213)687-8777.

(c)Copyright 1997 By AIR Commercial Real Estate Association. All rights
reserved. No part of these works may be reproduced in any form without
permission in writing.

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