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                                                                   EXHIBIT 10(i)

ARTICLE ONE: BASIC TERMS

      This Article One contains the Basic Terms of this Lease between the
Landlord and Tenant named below. Other Articles, Sections and Paragraphs of the
Lease referred to in this Article One explain and define the Basic Terms and are
to be read in conjunction with the Basic Terms.

      Section 1.01. Date of Lease: June 17, 1992.

      Section 1.02. Landlord (include legal entity): Pruco Life Insurance
Company, an Arizona corporation.

Address of Landlord: 2029 Century Park East, Suite 3600, Los Angeles,
California, 90067, Attention: Vice President, Property Management.

      Section 1.03. Tenant (include legal entity): Hansen's Juices, Inc.

Address of Tenant: 875 West Eighth Street, Azusa, California 91702.

      Section 1.04. Property: The Property is part of Landlord's multi-tenant
real property development known as Azusa Industrial Center and described or
depicted in Exhibit "A" (the "Project"). The Project includes the land, the
buildings and all other improvements located on the land, and the common areas
described in Paragraph 4.05(a). The Property is (include street address,
approximate square footage and description) 875 West Eighth Street, Azusa,
California 91702; approximately 34,560 square feet (part of a larger) industrial
warehouse facility; east side of the building.

      Section 1.05. Lease Term: 10 years 6 months beginning on December 1, 1992
or such other date as is specified in this Lease, and ending on May 31, 2003.

      Section 1.06. Permitted Uses: (See Article Five) Processing of fresh fruit
and vegetable juices, food processing and packaging, and other reasonably
related uses and no other use.

      Section 1.07. Tenant's Guarantor: (If none, so state) None.

      Section 1.08. Brokers: (See Article Fourteen) (If none, so state)

Landlord's Broker: CB Commercial Real Estate Group, Inc. 

Tenant's Broker: Grubb & Ellis

      Section 1.09. Commission Payable to Landlord's Broker: (See Article
Fourteen) $ per separate agreement.

      Section 1.10. Initial Security Deposit: (See Section 3.03) $11,899.00.

      Section 1.11. Vehicle Parking Spaces Allocated to Tenant: (See Section
4.05) in common with other tenants.

      Section 1.12. Rent and Other Charges Payable by Tenant: *See Insert 3.01
for schedule of Base Rent and amortized Tenant Improvement payments

      (a) BASE RENT: _____________________________________ Dollars ($_______)
per month as provided in Section 3.01, _________________________________________
________________________________________________________________________________
____________________________________

      (b) OTHER PERIODIC PAYMENTS: (i) Real Property Taxes (See Section 4.02);
(ii) Utilities (See Section 4.03); (iii) Insurance Premiums (See Section 4.04);
(iv) Tenant's Initial Pro Rata Share
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of Common Area Expenses 8% (See Section 4.05); (v) Impounds for Insurance
Premiums and Property Taxes (See Section 4.08); (vi) Maintenance, Repairs and
Alterations (See Article Six).

      Section 1.13. Landlord's Share of Profit on Assignment or Sublease: See
Paragraph 18 of Rider (See Section 9.05) One Hundred Percent (100%) of the
Profit (the "Landlord's Share").

      Section 1.14. Riders: The following Riders are attached to and made a part
of this Lease: (If none, so state) See Rider of Additional Terms, Paragraphs
15-20 attached hereto and made a part hereof.

ARTICLE TWO: LEASE TERM

      Section 2.01. Lease of Property For Lease Term. Landlord leases the
Property to Tenant and Tenant leases the Property from Landlord for the Lease
Term. The Lease Term is for the period stated in Section 1.05 above and shall
begin and end on the dates specified in Section 1.05 above, unless the beginning
or end of the Lease Term is changed under any provision of this Lease. The
"Commencement Date" shall be the date specified in Section 1.05 above for the
beginning of the Lease Term, unless advanced or delayed under any provision of
this Lease.

      Section 2.02. Delay in Commencement. Landlord shall not be liable to
Tenant if Landlord does not deliver possession of the Property to Tenant on the
Commencement Date. Landlord's non- delivery of the Property to Tenant on that
date shall not affect this Lease or the obligations of Tenant under this Lease
except that the Commencement Date shall be delayed until Landlord delivers
possession of the Property to Tenant and the Lease Term shall be extended for a
period equal to the delay in delivery of possession of the Property to Tenant,
plus the number of days necessary to end the Lease Term on the last day of a
month. If Landlord does not deliver possession of the Property to Tenant within
sixty (60) days after the Commencement Date, Tenant may elect to cancel this
Lease by giving written notice to Landlord within ten (10) days after the sixty
(60)-day period ends. If Tenant gives such notice, the Lease shall be cancelled
and neither Landlord nor Tenant shall have any further obligations to the other.
If Tenant does not give such notice, Tenant's right to cancel the Lease shall
expire and the Lease Term shall commence upon the delivery of possession of the
Property to Tenant. If delivery of possession of the Property to Tenant is
delayed, Landlord and Tenant shall, upon such delivery, execute an amendment to
this Lease setting forth the actual Commencement Date and expiration date of the
Lease. Failure to execute such amendment shall not affect the actual
Commencement Date and expiration date of the Lease.

      Section 2.03. Early Occupancy. If Tenant occupies the Property prior to
the Commencement Date, Tenant's occupancy of the Property shall be subject to
all of the provisions of this Lease. Early occupancy of the Property shall not
advance the expiration date of this Lease. Tenant shall pay Base Rent and all
other charges specified in this Lease for the early occupancy period.

      Section 2.04. Holding Over. Tenant shall vacate the Property upon the
expiration or earlier termination of this Lease. Tenant shall reimburse Landlord
for and indemnify and defend Landlord against all damages which Landlord incurs
from Tenant's delay in vacating the Property. If Tenant does not vacate the
Property upon the expiration or earlier termination of the Lease and Landlord
thereafter accepts rent from Tenant, Tenant's occupancy of the Property shall be
a "month-to-month" tenancy, subject to all of the terms of this Lease applicable
to a month-to-month tenancy, except that the Base Rent then in effect shall be
increased by twenty-five percent (25%).

ARTICLE THREE: BASE RENT

      Section 3.01. Time and Manner of Payment. Upon execution of


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this Lease, Tenant shall pay Landlord the Base Rent in the amount of $11,899 for
the seventh month of the Lease Term. On the first day of the eighth month of the
Lease Term and each month thereafter, Tenant shall pay Landlord the Base Rent,
in advance, without offset, deduction or prior demand. The Base Rent and
amortized tenant improvement costs shall be payable at Landlord's address or at
such other place as Landlord may designate in writing.

* See Insert 3.01

      Section 3.02. Cost of Living Increases. The Base Rent shall be increased
on each date (the "Rental Adjustment Date") stated in Paragraph 19 in accordance
with the increase in the United States Department of Labor, Bureau of Labor
Statistics, Consumer Price Index for All Urban Consumers (all items for the
geographical Statistical Area in which the Property is located on the basis of
1982-1984 = 100) (the "Index") as follows:

      (a) The Base Rent (the "Comparison Base Rent") in effect immediately
before each Rental Adjustment Date shall be increased by the percentage that the
Index has increased from the date (the "Comparison Date") on which payment of
the Comparison Base Rent began through the month in which the applicable Rental
Adjustment Date occurs. The Base Rent shall not be reduced by reason of such
computation. Landlord shall notify Tenant of each increase by a written
statement which shall include the Index for the applicable Comparison Date, the
Index for the applicable Rental Adjustment Date, the percentage increase between
those two Indices, and the new Base Rent. Any increase in the Base Rent provided
for in this Section 3.02 shall be subject to any minimum or maximum increase,
provided for in Paragraph 1.12(a).

      (b) Tenant shall pay the new Base Rent from the applicable Rental
Adjustment Date until the next Rental Adjustment Date. Landlord's notice may be
given after the applicable Rental Adjustment Date of the increase, and Tenant
shall pay Landlord the accrued rental adjustment for the months elapsed between
the effective date of the increase and Landlord's notice of such increase within
ten (10) days after Landlord's notice. If the format or components of the Index
are materially changed after the Commencement Date, Landlord shall substitute an
index which is published by the Bureau of Labor Statistics or similar agency and
which is most nearly equivalent to the Index in effect on the Commencement Date.
The substitute index shall be used to calculate the increase in the Base Rent
unless Tenant objects to such index in writing within fifteen (15) days after
receipt of Landlord's notice. If Tenant objects, Landlord and Tenant shall
submit the selection of the substitute index for binding arbitration in
accordance with the rules and regulations of the American Arbitration
Association at its office closest to the Property. The costs of arbitration
shall be borne equally by Landlord and Tenant.

      Section 3.03. Security Deposit; Increases.

      (a) Upon the execution of this Lease, Tenant shall deposit with Landlord a
cash Security Deposit in the amount set forth in Section 1.10 above. Landlord
may apply all or part of the Security Deposit to any unpaid rent or other
charges due from Tenant or to cure any other defaults of Tenant. If Landlord
uses any part of the Security Deposit, Tenant shall restore the Security Deposit
to its full amount within ten (10) days after Landlord's written request.
Tenant's failure to do so shall be a material default under this Lease. Landlord
shall not be required to keep the Security Deposit separate from its other
accounts and no trust relationship is created with respect to the Security
Deposit. See Insert 3.03.

      (b) Each Time the Base Rent is increased, Tenant shall deposit additional
funds with Landlord sufficient to increase the


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Security Deposit to an amount which bears the same relationship to the adjusted
Base Rent as the initial Security Deposit bore to the initial Base Rent.

      Section 3.04. Termination; Advance Payments. Upon termination of this
Lease under Article Seven (Damage or Destruction), Article Eight (Condemnation)
or any other termination not resulting from Tenant's default, and after Tenant
has vacated the Property in the manner required by this Lease, Landlord shall
refund or credit to Tenant (or Tenant's successor) the unused portion of the
Security Deposit, any advance rent or other advance payments made by Tenant to
Landlord, and any amounts paid for real property taxes and other reserves which
apply to any time periods after termination of the Lease.

ARTICLE FOUR: OTHER CHARGES PAYABLE BY TENANT

      Section 4.01. Additional Rent. All charges payable by Tenant other than
Base Rent are called "Additional Rent." Unless this Lease provides otherwise,
Tenant shall pay all Additional Rent then due with the next monthly installment
of Base Rent. The term "rent" shall mean Base Rent and Additional Rent.

      Section 4.02. Property Taxes.

      (a) Real Property Taxes. Tenant shall pay all real property taxes on the
Property (including any fees, taxes or assessments against, or as a result of,
any tenant improvements installed on the Property by or for the benefit of
Tenant) during the Lease Term. Subject to Paragraph 4.02(c) and Section 4.08
below, such payment shall be made at least ten (10) days prior to the
delinquency date of the taxes. Within such ten (10)-day period, Tenant shall
furnish Landlord with satisfactory evidence that the real property taxes have
been paid. Landlord shall reimburse Tenant for any real property taxes paid by
Tenant covering any period of time prior to or after the Lease Term. If Tenant
fails to pay the real property taxes when due, Landlord may pay the taxes and
Tenant shall reimburse Landlord for the amount of such tax payment as Additional
Rent.

      (b) Definition of "Real Property Tax." "Real property tax" means: (i) any
fee, license fee, license tax, business license fee, commercial rental tax,
levy, charge, assessment, penalty or tax imposed by any taxing authority against
the Property; (ii) any tax on the Landlord's right to receive, or the receipt
of, rent or income from the Property or against Landlord's business of leasing
the Property; (iii) any tax or charge for fire protection, streets, sidewalks,
road maintenance, refuse or other services provided to the Property by any
governmental agency; (iv) any tax imposed upon this transaction or based upon a
re-assessment of the Property due to a change of ownership, as defined by
applicable law, or other transfer of all or part of Landlord's interest in the
Property; or construction conducted in the Project and (v) any charge or fee
replacing any tax previously included within the definition of real property
tax. "Real property tax" does not, however, include Landlord's federal or state
income, franchise, inheritance or estate taxes.

      (c) Joint Assessment. If the Property is not separately assessed, Landlord
shall reasonably determine Tenant's share of the real property tax payable by
Tenant under Paragraph 4.02(a) from the assessor's worksheets or other
reasonably available information. Tenant shall pay such share to Landlord within
fifteen (15) days after receipt of Landlord's written statement.

      (d) Personal Property Taxes.

            (i) Tenant shall pay all taxes charged against trade fixtures,
furnishings, equipment or any other personal property belonging to Tenant.
Tenant shall try to have personal property


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taxed separately from the Property.

            (ii) If any of Tenant's personal property is taxed with the
Property, Tenant shall pay Landlord the taxes for the personal property within
fifteen (15) days after Tenant receives a written statement from Landlord for
such personal property taxes.

      Section 4.03. Utilities. Tenant shall pay, directly to the appropriate
supplier, the cost of all natural gas, heat, light, power, sewer service,
telephone, water, refuse disposal and other utilities and services supplied to
the Property. However, if any services or utilities are jointly metered with
other property, Landlord shall make a reasonable determination of Tenant's
proportionate share of the cost of such utilities and services and Tenant shall
pay such share to Landlord within fifteen (15) days after receipt of Landlord's
written statement.

      Section 4.04. Insurance Policies. See Article 15 in Rider for insurance
provisions.

      (a) Liability Insurance.

      Section 4.05. Common Areas; Use, Maintenance and Costs.

      (a) Common Areas. As used in this Lease, "Common Areas" shall mean all
areas within the Project which are available for the common use of tenants of
the Project and which are not leased or held for the exclusive use of Tenant or
other tenants, including, but not limited to, parking areas, driveways,
sidewalks, loading areas, access roads, corridors, landscaping and planted
areas. Landlord, from time to time, may change the size, location, nature and
use of any of the Common Areas, convert Common Areas into leasable areas,
construct additional parking facilities (including parking structures) in the
Common Areas, and increase or decrease Common Area land and/or facilities.
Tenant acknowledges that such activities may result in inconvenience to Tenant.
Such activities and changes are permitted if they do not materially affect
Tenant's use of the Property.

      (b) Use of Common Areas. Tenant shall have the nonexclusive right (in
common with other tenants and all others to whom Landlord has granted or may
grant such rights) to use the Common Areas for the purposes intended, subject to
such reasonable rules and regulations as Landlord may establish from time to
time. Tenant shall abide by such rules and regulations and shall use its best
effort to cause others who use the Common Areas with Tenant's express or implied
permission to abide by Landlord's rules and regulations. At any time, Landlord
may close any Common Areas to perform any acts in the Common Areas as, in
Landlord's judgment, are desirable to improve the Project. Tenant shall not
interfere with the rights of Landlord, other tenants or any other person
entitled to use the Common Areas.

      (c) Specific Provision re: Vehicle Parking. Tenant shall be entitled to
use the number of vehicle parking spaces in the Project allocated to Tenant in
Section 1.11 of the Lease without paying any additional rent. Tenant's parking
shall not be reserved and shall be limited to vehicles no larger than standard
size automobiles or pickup utility vehicles. Tenant shall not cause large trucks
or other large vehicles to be parked within the Project or on the adjacent
public streets except with Landlord's prior written consent, which shall not be
unreasonably withheld. Temporary parking of large delivery vehicles in the
Project may be permitted by the rules and regulations established by Landlord.
Vehicles shall be parked only in striped parking spaces and not in driveways,
loading areas or other locations not specifically designated for parking.
Handicapped spaces shall only be used by those legal permitted to use them. If
Tenant parks more vehicles in the parking area than the number set forth in
Section 1.11 of this Lease, such conduct shall be a material breach of this
Lease.


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In addition to Landlord's other remedies under the Lease, Tenant shall pay a
daily charge determined by Landlord for each such additional vehicle.

      (d) Maintenance of Common Areas. Landlord shall maintain the Common Areas
in good order, condition and repair and shall operate the Project, in Landlord's
sole discretion, as a first-class industrial/commercial real property
development. Tenant shall pay Tenant's pro rata share (as determined below) of
all costs incurred by Landlord for the operation and maintenance of the Common
Areas. Common Area costs include, but are not limited to, costs and expenses for
the following: gardening and landscaping; utilities, water and sewage charges;
maintenance of signs (other than tenants' signs); premiums for liability,
property damage, fire and other types of casualty insurance on the Common Areas
and worker's compensation insurance; all property taxes and assessments levied
on or attributable to the Common Areas and all Common Area improvements; all
personal property taxes levied on or attributable to personal property used in
connection with the Common Areas; straight-line depreciation on personal
property owned by Landlord which is consumed in the operation or maintenance of
the Common Areas; rental or lease payments paid by Landlord for rented or leased
personal property used in the operation or maintenance of the Common Areas; fees
for require licenses and permits; repairing, resurfacing, repaving, maintaining,
painting, lighting, cleaning, refuse removal, security and similar items;
reserves for roof replacement and exterior painting and other appropriate
reserves; and a reasonable allowance to Landlord for Landlord's supervision of
the Common Areas (not to exceed five percent (5%) of the gross rents of the
Project for the calendar year). Landlord may cause any or all of such services
to be provided by third parties and the cost of such services shall be included
in Common Area costs. Common Area costs shall not include depreciation of real
property which forms part of the Common Areas.

      (e) Tenant's Share and Payment. Tenant shall pay Tenant's annual pro rata
share of all Common Area costs (prorated for any fractional month) upon written
notice from Landlord that such costs are due and payable, and in any event prior
to delinquency. Tenant's pro rata share shall be calculated by dividing the
square foot area of the Property, as set forth in Section 1.04 of the Lease, by
the aggregate square foot area of the Project which is leased or held for lease
by tenants, as of the date on which the computation is made. Tenant's initial
pro rata share is set out in Paragraph 1.1(b). Any changes in the Common Area
costs and/or the aggregate area of the Project leased or held for lease during
the Lease Term shall be effective on the first day of the month after such
change occurs. Landlord may, at Landlord's election, estimate in advance and
charge to Tenant as Common Area costs, all real property taxes for which Tenant
is liable under Section 4.02 of the Lease, all insurance premiums for which
Tenant is liable under Section 4.04 of the Lease, all maintenance and repair
costs for which Tenant is liable under Section 6.04 of the Lease, and all other
Common Area costs payable by Tenant hereunder. At Landlord's election, such
statements of estimated Common Area costs shall be delivered monthly, quarterly
or at any other periodic intervals to be designated by Landlord. Landlord may
adjust such estimates at any time based upon Landlord's experience and
reasonable anticipation of costs. Such adjustments shall be effective as of the
next rent payment date after notice to Tenant. Within sixty (60) days after the
end of each calendar year of the Lease Term, Landlord shall deliver to Tenant a
statement prepared in accordance with generally accepted accounting principles
setting forth, in reasonable detail, the Common Area costs paid or incurred by
Landlord during the preceding calendar year and Tenant's pro rata share. Upon
receipt of such statement, there shall be an adjustment between Landlord and
Tenant, with payment to or credit given by Landlord (as the case may be) so that
Landlord shall receive the entire amount of Tenant's share of such costs and
expenses for such period.


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      Section 4.06. Late Charges. Tenant's failure to pay rent promptly may
cause Landlord to incur unanticipated costs. The exact amount of such costs are
impractical or extremely difficult to ascertain. Such costs may include, but are
not limited to, processing and accounting charges and late charges which may be
imposed on Landlord by any ground lease, mortgage or trust deed encumbering the
Property. Therefore, if Landlord does not receive any rent payment within ten
(10) days after it becomes due, Tenant shall pay Landlord a late charge equal to
ten percent (10%) of the overdue amount. The parties agree that such late charge
represents a fair and reasonable estimate of the costs Landlord will incur by
reason of such late payment.

      Section 4.07. Interest on Past Due Obligations. Any amount owed by Tenant
to Landlord which is not paid when due shall bear interest at the rate of
fifteen percent (15%) per annum from the due date of such amount. However,
interest shall not be payable on late charges to be paid by Tenant under this
Lease. The payment of interest on such amounts shall not excuse or cure any
default by Tenant under this Lease. If the interest rate specified in this Lease
is higher than the rate permitted by law, the interest rate is hereby decreased
to the maximum legal interest rate permitted by law.

      Section 4.08. Impounds for Insurance Premiums and Real Property Taxes. If
requested by any ground lessor or lender to whom Landlord has granted a security
interest in the Property, or if Tenant is more than ten (10) days late in the
payment of rent more than once in any consecutive twelve (12)-month period,
Tenant shall pay Landlord a sum equal to one-twelfth (1/12) of the annual real
property taxes and insurance premiums payable by Tenant under this Lease,
together with each payment of Base Rent. Landlord shall hold such payments in a
non-Interest bearing Impound account. If unknown, Landlord shall reasonably
estimate the amount of real property taxes and insurance premiums when due.
Tenant shall pay any deficiency of funds in the Impound account to Landlord upon
written request. If Tenant defaults under this Lease, Landlord may apply any
funds in the Impound account to any obligation then due under this Lease.

ARTICLE FIVE: USE OF PROPERTY

      Section 5.01. Permitted Uses. Tenant may use the Property only for the
Permitted Uses set forth in Section 1.06 above.

      Section 5.02. Manner of Use. Tenant shall not cause or permit the Property
to be used in any way which constitutes a violation of any law, ordinance, or
governmental regulation or order, which annoys or interferes with the rights of
tenants of the Project, or which constitutes a nuisance or waste. Tenant shall
obtain and pay for all permits, including a Certificate of Occupancy, required
for Tenant's occupancy of the Property and shall promptly take all actions
necessary to comply with all applicable statutes, ordinances, rules,
regulations, orders and requirements regulating the use by Tenant of the
Property, including the Occupational Safety and Health Act.

      Section 5.03. Hazardous Materials. As used in this Lease, the term
"hazardous substances" means any flammable items, explosives, radioactive
materials, hazardous or toxic substances, material or waste or related
materials, including any substances defined as or included in the definition of
"hazardous substances", "hazardous wastes", "hazardous materials" or "toxic
substances" now or subsequently regulated under any applicable federal, state or
local laws or regulations, including without limitation petroleum- based
products, paints, solvents, lead, cyanide, DDT, printing inks, acids,
pesticides, ammonia compounds and other chemical products, asbestos, PCBs and
similar compounds, and including any different products and materials which are
subsequently found to have adverse effects on the environment or the health and
safety of


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persons. Tenant shall not cause or permit any Hazardous Material to be
generated, produced, brought upon, used, stored, treated or disposed of in or
about the Property by Tenant, its agents, employees, contractors, sublessees or
invitees without the prior written consent of Landlord. Landlord shall be
entitled to take into account such other factors or facts as Landlord may
reasonably determine to be relevant in determining whether to grant or withhold
consent to Tenant's proposed activity with respect to Hazardous Material. In no
event, however, shall Landlord be required to consent to the Installation or use
of any storage tanks on the Property.

      Section 5.04. Signs and Auctions. Tenant shall not place any signs on the
Property without Landlord's prior written consent. Tenant shall not conduct or
permit any auctions or sheriff's sales at the Property.

      Section 5.05. Indemnity. Tenant shall indemnify Landlord against and hold
Landlord harmless from any and all costs, claims or liability arising from: (a)
Tenant's use of the Property; (b) the conduct of Tenant's business or anything
else done or permitted by Tenant to be done in or about the Property, including
any contamination of the Property or any other property resulting from the
presence or use of Hazardous Material caused or permitted by Tenant; (c) any
breach or default in the performance of Tenant's obligations under this Lease;
(d) any misrepresentation or breach of warranty by Tenant under this Lease; or
(e) other acts or omissions of Tenant. Tenant shall defend Landlord against any
such cost, claim or liability at Tenant's expense with counsel reasonably
acceptable to Landlord or, at Landlord's election, Tenant shall reimburse
Landlord for any legal fees or costs incurred by Landlord in connection with any
such claim. As a material part of the consideration to Landlord, Tenant assumes
all risk of damage to property or injury to persons in or about the Property
arising from any cause, and Tenant hereby waives all claims in respect thereof
against Landlord, except for any claim arising out of Landlord's gross
negligence or willful misconduct. As used in this Section, the term "Tenant"
shall include Tenant's employees, agents, contractors and invitees, if
applicable.

      Section 5.06. Landlord's Access. Landlord or its agents may enter the
Property at all reasonable times during business hours to show the Property to
potential buyers, investors or tenants or other parties; to do any other act or
to inspect and conduct tests in order to monitor Tenant's compliance with all
applicable environmental laws and all laws governing the presence and use of
Hazardous Material; or for any other purpose Landlord deems necessary. Landlord
shall give Tenant prior notice of such entry of no less than 24 hours except in
the case of an emergency in which event no prior notice is required. Landlord
may place customary "For Sale" or "For Lease" signs on the Property.

      Section 5.07. Quiet Possession. If Tenant pays the rent and complies with
all other terms of this Lease, Tenant may occupy and enjoy the Property for the
full Lease Term, subject to the provisions of this Lease.

ARTICLE SIX: CONDITION OF PROPERTY; MAINTENANCE, REPAIRS AND ALTERATIONS

      Section 6.01. Existing Conditions. Tenant accepts the Property in its
condition as of the execution of the Lease, subject to all recorded matters,
laws, ordinances, and governmental regulations and orders. Except as provided
herein, Tenant acknowledges that neither Landlord nor any agent of Landlord has
made any representation as to the condition of the Property or the suitability
of the Property for Tenant's intended use. Tenant represents and warrants that
Tenant has made its own inspection of and inquiry regarding the condition of the
Property and is not relying on any representations of Landlord or any Broker
with


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respect thereto. If Landlord or Landlord's Broker has provided a Property
Information Sheet or other Disclosure Statement regarding the Property, a copy
is attached as an exhibit to the Lease.

      Section 6.02. Exemption of Landlord from Liability. Landlord shall not
liable for any damage or injury to the person, business (or any loss of income
therefrom), goods, wares, merchandise or other property of Tenant, Tenant's
employees, invitees, customers or any other person in or about the Property,
whether such damage or injury is caused by or results from: (a) fire, steam,
electricity, water, gas or rain; (b) the breakage, leakage, obstruction or other
defects of pipes, sprinklers, wires, appliances, plumbing, air conditioning or
lighting fixtures or any other cause; (c) conditions arising in or about the
Property or upon other portions of the Project, or from other sources or places;
or (d) any act or omission of any other tenant of the Project. Landlord shall
not be liable for any such damage or injury even though the cause of or the
means of repairing such damage or injury are not accessible to Tenant. The
provisions of this Section 6.02 shall not, however, exempt Landlord from
liability for Landlord's gross negligence or willful misconduct.

      Section 6.03. Landlord's Obligations.

      (a) Except as provided in Article Seven (Damage or Destruction) and
Article Eight (Condemnation), Landlord shall keep the following in good order,
condition and repair: the foundations, exterior walls and roof of the Property
(including painting the exterior surface of the exterior walls of the Property
not more often than once every five (5) years, if necessary) and all components
of electrical, mechanical, plumbing, heating and air conditioning systems and
facilities located in the Property which are concealed or used in common by
tenants of the Project. However, Landlord shall not be obligated to maintain or
repair windows, doors, plate glass or the interior surfaces of exterior walls.
Landlord shall make repairs under this Section 6.03 within a reasonable time
after receipt of written notice from Tenant of the need for such repairs.

      (b) Tenant shall pay or reimburse Landlord for all costs Landlord incurs
under paragraph 6.03(a) above as Common Area costs as provided in Section 4.05
of the Lease. Tenant waives the benefit of any statute in effect now or in the
future which might give Tenant the right to make repairs at Landlord's expense
or to terminate this Lease due to Landlord's failure to keep the Property in
good order, condition and repair.

      Section 6.04. Tenant's Obligations.

      (a) Except as provided in Section 6.03, Article Seven (Damage and
Destruction) and Article Eight (Condemnation), Tenant shall keep all portions of
the Property (including structural, nonstructural, interior, systems and
equipment) in good order, condition and repair (including interior repainting
and refinishing, as needed). If any portion of the Property or any system or
equipment in the Property which Tenant is obligated to repair cannot be fully
repaired or restored, Tenant shall promptly replace such portion of the Property
or system or equipment in the Property, regardless of whether the benefit of
such replacement extends beyond the Lease Term; but if the benefit or useful
life of such replacement extends beyond the Lease Term (as such term may be
extended by exercise of any options), the useful life of such replacement shall
be prorated over the remaining portion of the Lease Term (as extended), and
Tenant shall be liable only for that portion of the cost which is applicable to
the Lease Term (as extended). Tenant shall maintain a preventive maintenance
contract providing for the regular inspection and maintenance of the heating and
air conditioning system by a licensed heating and air conditioning contractor,
unless Landlord maintains such equipment under Section 6.03 above. If any part
of the Property or the


                                       9
<PAGE>   10

Project is damaged by any act or omission of Tenant, Tenant shall pay Landlord
the cost of repairing or replacing such damaged property, whether or not
Landlord would otherwise be obligated to pay the cost of maintaining or
repairing such property. It is the intention of Landlord and Tenant that at all
times Tenant shall maintain the portions of the Property which Tenant is
obligated to maintain in an attractive, first-class and fully operative
condition.

      (b) Tenant shall fulfill all of Tenant's obligations under this Section
6.04 at Tenant's sole expense. If Tenant fails to maintain, repair or replace
the Property as required by this Section 6.04, Landlord may, upon ten (10) days'
prior notice to Tenant (except that no notice shall be required in the case of
an emergency), enter the Property and perform such maintenance or repair
(including replacement, as needed) on behalf of Tenant. In such case, Tenant
shall reimburse Landlord for all costs incurred in performing such maintenance
or repair immediately upon demand.

      Section 6.05. Alterations, Additions and Improvements. (See Article 17 in
Rider for additional provisions)

      Section 6.06. Condition upon Termination. Upon the termination of the
Lease, Tenant shall surrender the Property to Landlord, broom clean and in the
same condition as received except for ordinary wear and tear which Tenant was
not otherwise obligated to remedy under any provision of this Lease However,
Tenant shall not be obligated to repair any damage which Landlord is required to
repair under Article Seven (Damage or Destruction).

ARTICLE SEVEN: DAMAGE OR DESTRUCTION

      Section 7.01. Partial Damage to Property.

      (a) Tenant shall notify Landlord in writing immediately upon the
occurrence of any damage to the Property. If the Property is only partially
damaged (i.e., less than forty percent (40%) of the Property is untenantable as
a result of such damage or less than forty (40%) of Tenant's operations are
materially impaired) and if the proceeds received by Landlord from the insurance
policies described in paragraph 4.04(b) are sufficient to pay for the necessary
repairs, this Lease shall remain in effect and Landlord shall repair the damage
as soon as reasonably possible. Landlord may elect (but is not required) to
repair any damage to Tenant's fixtures, equipment, or improvements.

      (b) If the insurance proceeds received by Landlord are not sufficient to
pay the entire cost of repair, or if the cause of the damage is not covered by
the insurance policies which Landlord maintains under Paragraph 4.04(b),
Landlord may elect either to (i) repair the damage as soon as reasonably
possible, in which case this Lease shall remain in full force and effect, or
(ii) terminate this Lease as of the date the damage occurred. Landlord shall
notify Tenant within thirty (30) days after receipt of notice of the occurrence
of the damage whether Landlord elects to repair the damage or terminate the
Lease. If Landlord elects to repair the damage, Tenant shall pay Landlord the
"deductible amount" (if any) under Landlord's insurance policies and, if the
damage was due to an act or omission of Tenant, or Tenant's employees, agents,
contractors or invitees, the difference between the actual cost of repair and
any insurance proceeds received by Landlord. If Landlord elects to terminate the
Lease, Tenant may elect to continue this Lease in full force and effect, in
which case Tenant shall repair any damage to the property and any building in
which the Property is located. Tenant shall pay the cost of such repairs, except
that upon satisfactory completion of such repairs, Landlord shall deliver to
Tenant any insurance proceeds received by Landlord for the damage repairs by
Tenant. Tenant shall give Landlord written notice of such election within ten
(10) days after


                                       10
<PAGE>   11

receiving Landlord's termination notice.

      (c) If the damage to the Property occurs during the last six (6) months of
the Lease Term and such damage will require more than thirty (30) days to
repair, either Landlord or Tenant may elect to terminate this Lease as of the
date the damage occurred, regardless of the sufficiency of any insurance
proceeds. The party electing to terminate this Lease shall give written
notification to the other party of such election within thirty (30) days after
Tenant's notice to Landlord of the occurrence of the damage.

      Section 7.02. Substantial or Total Destruction. If the Property is
substantially or totally destroyed by any cause whatsoever (i.e., the damage to
the Property is greater than partial damage as described in Section 7.01), and
regardless of whether Landlord receives any insurance proceeds, this Lease shall
terminate as of the date the destruction occurred. Notwithstanding the
preceeding sentence, if the Property can be rebuilt within six (6) months after
the date of destruction, Landlord may elect to rebuild the Property at
Landlord's own expense, in which case this Lease shall remain in full force and
effect. Landlord shall notify Tenant of such election within thirty (30) days
after Tenant's notice of the occurrence of total or substantial destruction. If
Landlord so elects, Landlord shall rebuild the Property at Landlord's sole
expense, except that if the destruction was caused by an act or omission of
Tenant, Tenant shall pay landlord the difference between the actual cost of
rebuilding and any insurance proceeds received by Landlord.

      Section 7.03. Temporary Reduction of Rent. If the Property is destroyed or
damaged and Landlord or Tenant repairs or restores the Property pursuant to the
provisions of this Article Seven, any rent payable during the period of such
damage, repair and/or restoration shall be reduced according to the degree, if
any, to which Tenant's use of the Property is impaired. However, the reduction
shall not exceed the sum of one year's payment of Base Rent, insurance premiums
and real property taxes. Except for such possible reduction in Base Rent,
insurance premiums and real property taxes, Tenant shall not be entitled to any
compensation, reduction, or reimbursement from Landlord as a result of any
damage, destruction, repair or restoration of or to the Property.

      Section 7.04. Waiver. Tenant waives the protection of any statute, code or
judicial decision which grants a tenant the right to terminate a lease in the
event of the substantial or total destruction of the leased property. Tenant
agrees that the provisions of Section 7.02 above shall govern the rights and
obligations of Landlord and Tenant in the event of any substantial or total
destruction to the Property.


                                       11
<PAGE>   12

ARTICLE EIGHT: CONDEMNATION

      If all or any portion of the Property is taken under the power of eminent
domain or sold under the threat of that power (all of which are called
"Condemnation"), this Lease shall terminate as to the part taken or sold on the
date the condemning authority takes title or possession, whichever occurs first.
If more than twenty percent (20%) of the floor area of the building in which the
Property is located, or which is located on the Property, is taken, either
Landlord or Tenant may terminate this Lease as of the date the condemning
authority takes title or possession, by delivering written notice to the other
within ten (10) days after receipt of written notice of such taking (or in the
absence of such notice, within ten (10) days after the condemning authority
takes title or possession). If neither Landlord nor Tenant terminates this
Lease, this Lease shall remain in effect as to the portion of the Property not
taken, except that the Base Rent and Additional Rent shall be reduced in
proportion to the reduction in the floor area of the Property. Any Condemnation
award or payment shall be distributed in the following order: (a) first, to any
ground lessor, mortgagee or beneficiary under a deed of trust encumbering the
Property, the amount of its interest in the Property; (b) second, to Tenant,
only the amount of any award specifically designated for loss of or damage to
Tenant's trade fixtures or removable personal property; and (c) third, to
Landlord, the remainder of such award, whether as compensation for reduction in
the value of the leasehold, the taking of the fee, or otherwise. If this Lease
is not terminated, Landlord shall repair any damage to the Property caused by
the Condemnation, except that Landlord shall not be obligated to repair any
damage for which Tenant has been reimbursed by the condemning authority. If the
severance damages received by Landlord are not sufficient to pay for such
repair; Landlord shall have the right to either terminate this Lease or make
such repair at Landlord's expense.

ARTICLE NINE: ASSIGNMENT AND SUBLETTING (See Article 18 in Rider for additional
provisions)

      Section 9.01. No Merger. No merger shall result from Tenant's sublease of
the Property under this Article Nine, Tenant's surrender of this Lease or the
termination of this Lease in any other manner. In any such event, Landlord may
terminate any or all subtenancies or succeed to the interest of Tenant as
sublandlord under any or all subtenancies.

ARTICLE TEN: DEFAULTS; REMEDIES

      Section 10.01. Covenants and Conditions. Tenant's performance of each of
Tenant's obligations under this Lease is a condition as well as a covenant.
Tenant's right to continue in possession of the Property is conditioned upon
such performance. Time is of the essence in the performance of all covenants and
conditions.

      Section 10.02. Defaults. Tenant shall be in material default under this
Lease:

      (a) If Tenant abandons the Property or if Tenant's vacation of the
Property results in the cancellation of any insurance described in Section 4.04;

      (b) If Tenant fails to pay rent or any other charge when due;

      (c) If Tenant fails to perform any of Tenant's non-monetary obligations
under this Lease for a period of thirty (30) days after written notice from
Landlord; provided that if more than thirty (30) days are required to complete
such performance, Tenant shall not be in default if Tenant commences such
performance within the thirty (30)-day period and thereafter diligently pursues
its completion. However, Landlord shall not be required to give such


                                       12
<PAGE>   13

notice if Tenant's failure to perform constitutes a non-curable breach of this
Lease. The notice required by this Paragraph is intended to satisfy any and all
notice requirements imposed by law on Landlord and is not in addition to any
such requirement.

      (d) (i) If Tenant makes a general assignment or general arrangement for
the benefit of creditors; (ii) if a petition for adjudication of bankruptcy or
for reorganization or rearrangement is filed by or against Tenant and is not
dismissed within thirty (30) days; (iii) if a trustee or receiver is appointed
to take possession of substantially all of Tenant's assets located at the
Property or of Tenant's interest in this Lease and possession is not restored to
Tenant within thirty (30) days; or (iv) if substantially all of Tenant's assets
located at the Property or of Tenant's interest in this Lease is subjected to
attachment, execution or other judicial seizure which is not discharged within
thirty (30) days. If a court of competent jurisdiction determines that any of
the acts described in this subparagraph (d) is not a default under this Lease,
and a trustee is appointed to take possession (or if Tenant remains a debtor in
possession) and such trustee or Tenant transfers Tenant's interest hereunder,
then Landlord shall receive, as Additional Rent, the excess, if any, of the rent
(or any other consideration) paid in connection with such assignment or sublease
over the rent payable by Tenant under this Lease.

      (e) If any guarantor of the Lease revokes or otherwise terminates, or
purports to revoke or otherwise terminate, any guaranty of all or any portion of
Tenant's obligations under the Lease. Unless otherwise expressly provided, no
guaranty of the Lease is revocable.

      Section 10.03. Remedies. On the occurrence of any material default by
Tenant, Landlord may, at any time thereafter, with or without notice or demand
and without limiting Landlord in the exercise of any right or remedy which
Landlord may have:

      (a) Terminate Tenant's right to possession of the Property by any lawful
means, in which case this Lease shall terminate and Tenant shall immediately
surrender possession of the Property to Landlord. In such event, Landlord shall
be entitled to recover from Tenant all damages incurred by Landlord by reason of
Tenant's default, including (i) the worth at the time of the award of the unpaid
Base Rent, Additional Rent and other charges which Landlord had earned at the
time of the termination; (ii) the worth at the time of the award of the amount
by which the unpaid Base Rent, Additional Rent and other charges which Landlord
would have earned after termination until the time of the award exceeds the
amount of such rental loss that Tenant proves Landlord could have reasonably
avoided; (iii) the worth at the time of the award of the amount by which the
unpaid Base Rent, Additional Rent and other charges which Tenant would have paid
for the balance of the Lease Term after the time of award exceeds the amount of
such rental loss that Tenant proves Landlord could have reasonably avoided; and
(iv) any other amount necessary to compensate Landlord for all the detriment
proximately caused by Tenant's failure to perform its obligations under the
Lease or which in the ordinary course of things would be likely to result
therefrom, including, but not limited to, any costs or expenses Landlord incurs
in maintaining or preserving the Property after such default, the cost of
recovering possession of the Property, expenses of reletting, including
necessary renovation or alteration of the Property. Landlord's reasonable
attorneys' fees incurred in connection therewith, and any real estate commission
paid or payable. As used in subparts (i) and (ii) above, the "worth at the time
of the award" is computed by allowing interest on unpaid amounts at the rate of
fifteen percent (15%) per annum, or such lesser amount as may then be the
maximum lawful rate. As used in subpart (iii) above, the "worth at the time of
the award" is computed by discounting such amount at the discount rate of the
Federal Reserve Bank of San Francisco at the time of


                                       13
<PAGE>   14

the award, plus one percent (1%). If Tenant has abandoned the Property, Landlord
shall have the option of (i) retaking possession of the Property and recovering
from Tenant the amount specified in this Paragraph 10.03(a), or (ii) proceeding
under Paragraph 10.03(b);

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

      (c) Pursue any other remedy now or hereafter available to Landlord under
the laws or judicial decisions of the state in which the Property is located.

      Section 10.04. Repayment of "Free" Rent. If this Lease provides for a
postponement of any monthly rental payments, a period of "free" rent or other
rent concession, such postponed rent or "free" rent is called the "Abated Rent".
Tenant shall be credited with having paid all of the Abated Rent on the
expiration of the Lease Term only if Tenant has fully, faithfully, and
punctually performed all of Tenant's obligations hereunder, including the
payment of all rent (other than the Abated Rent) and all other monetary
obligations and the surrender of the Property in the physical condition required
by this Lease. Tenant acknowledges that its right to receive credit for the
Abated Rent is absolutely conditioned upon Tenant's full, faithful and punctual
performance of its obligations under this Lease. If Tenant defaults and does not
cure within any applicable grace period, the Abated Rent shall immediately
become due and payable in full and this Lease shall be enforced as if there were
no such rent abatement or other rent concession. In such case Abated Rent shall
be calculated based on the full initial rent payable under this Lease.

      Section 10.05. Automatic Termination. Notwithstanding any other term or
provision hereof to the contrary, the Lease shall terminate on the occurrence of
any act which affirms the Landlord's intention to terminate the Lease as
provided in Section 10.03 hereof, including the filing of an unlawful detainer
action against Tenant. On such termination, Landlord's damages for default shall
include all costs and fees, including reasonable attorneys' fees that Landlord
incurs in connection with the filing, commencement, pursuing and/or defending of
any action in any bankruptcy court or other court with respect to the Lease; the
obtaining of relief from any stay in bankruptcy restraining any action to evict
Tenant; or the pursuing of any action with respect to Landlord's right to
possession of the Property. All such damages suffered (apart from Base Rent and
other rent payable hereunder) shall constitute pecuniary damages which must be
reimbursed to Landlord prior to assumption of the Lease by Tenant or any
successor to Tenant in any bankruptcy or other proceeding.

      Section 10.06. Cumulative Remedies. Landlord's exercise of any right or
remedy shall not prevent it from exercising any other right or remedy.

ARTICLE ELEVEN: PROTECTION OF LENDERS

      Section 11.01. Subordination. Landlord shall have the right to subordinate
this Lease to any ground lease, deed of trust or mortgage encumbering the
Property, any advances made on the security thereof and any renewals,
modifications, consolidations, replacements or extensions thereof, whenever made
or recorded. Tenant shall cooperate with Landlord and any lender which is
acquiring a security interest in the Property or the Lease. Tenant shall execute
such further documents and assurances as such lender may require, provided that
Tenant's obligations under this Lease shall not be increased in any material way
(the performance of ministerial acts shall not be deemed material), and Tenant
shall


                                       14
<PAGE>   15

not be deprived of its rights under this Lease. Tenant's right to quiet
possession of the Property during the Lease Term shall not be disturbed if
Tenant pays the rent and performs all of Tenant's obligations under this Lease
and is not otherwise in default. If any ground lessor, beneficiary or mortgagee
elects to have this Lease prior to the lien of its ground lease, deed of trust
or mortgage and gives written notice thereof to Tenant, this Lease shall be
deemed prior to such ground lease, deed of trust or mortgage whether this Lease
is dated prior or subsequent to the date of said ground lease, deed of trust or
mortgage or the date of recording thereof.

      Section 11.02. Attornment. If Landlord's interest in the Property is
acquired by any ground lessor, beneficiary under a deed of trust, mortgagee, or
purchaser at a foreclosure sale, Tenant shall attorn to the transferee of or
successor to Landlord's interest in the Property and recognize such transferee
or successor as Landlord under this Lease. Tenant waives the protection of any
statute or rule of law which gives or purports to give Tenant any right to
terminate this Lease or surrender possession of the Property upon the transfer
of Landlord's interest.

      Section 11.03. Signing of Documents. Tenant shall sign and deliver any
instrument or documents necessary or appropriate to evidence any such attornment
or subordination or agreement to do so. If Tenant fails to do so within ten (10)
days after written request, Tenant hereby makes, constitutes and irrevocably
appoints Landlord, or any transferee or successor of Landlord, the
attorney-in-fact of Tenant to execute and deliver any such instrument or
document.

      Section 11.04. Estoppel Certificates.

      (a) Upon Landlord's written request, Tenant shall execute, acknowledge and
deliver to Landlord a written statement certifying: (i) that none of the terms
or provisions of this Lease have been changed (or if they have been changed,
stating how they have been changed); (ii) that this Lease has not been cancelled
or terminated; (iii) the last date of payment of the Base Rent and other charges
and the time period covered by such payment; (iv) that Landlord is not in
default under this Lease (or, if Landlord is claimed to be in default, stating
why); and (v) such other representations or information with respect to Tenant
or the Lease as Landlord may reasonably request or which any prospective
purchaser or encumbrancer of the Property may require. Tenant shall deliver such
statement to Landlord within ten (10) days after Landlord's request. Landlord
may give any such statement by Tenant to any prospective purchaser or
encumbrancer of the Property. Such purchaser or encumbrancer may rely
conclusively upon such statement as true and correct.

      (b) If Tenant does not deliver such statement to Landlord within such ten
(10)-day period, Landlord, and any prospective purchaser or encumbrancer, may
conclusively presume and rely upon the following facts: (i) that the terms and
provisions of this Lease have not been changed except as otherwise represented
by Landlord; (ii) that this Lease has not been cancelled or terminated except as
otherwise represented by Landlord; (iii) that not more than one month's Base
Rent or other charges have been paid in advance; and (iv) that Landlord is not
in default under the Lease. In such event, Tenant shall be estopped from denying
the truth of such facts.

      Section 11.05. Tenant's Financial Condition. Within ten (10) days after
written request from Landlord, Tenant shall deliver to Landlord such financial
statements as Landlord reasonably requires to verify the net worth of Tenant or
any assignee, subtenant, or guarantor of Tenant. In addition, Tenant shall
deliver to any lender designated by Landlord any financial statements required
by such lender to facilitate the financing or refinancing of the


                                       15
<PAGE>   16

Property. Tenant represents and warrants to Landlord that each such financial
statement is a true and accurate statement as the date of such statement. All
financial statements shall be confidential and shall be used only for the
purposes set forth in this Lease.

ARTICLE TWELVE: LEGAL COSTS

      Section 12.01. Legal Proceedings. If Tenant or Landlord shall be in breach
or default under this Lease, such party (the "Defaulting Party") shall reimburse
the other party (the "Nondefaulting Party") upon demand for any costs or
expenses that the Nondefaulting Party incurs in connection with any breach or
default of the Defaulting Party under this Lease, whether or not suit is
commenced or judgment entered. Such costs shall include legal fees and costs
incurred for the negotiation of a settlement, enforcement of rights or
otherwise. Furthermore, if any action for breach or to enforce the provisions of
this Lease is commenced, the court in such action shall award to the party in
whose favor a judgment is entered, a reasonable sum as attorneys' fees and
costs. The losing party in such action shall pay such attorneys' fees and costs.
Tenant shall also indemnify Landlord against and hold Landlord harmless from all
costs, expenses, demands and liability Landlord may incur if Landlord becomes or
is made a party to any claim or action (a) instituted by Tenant against any
third party, or by any third party against Tenant, or by or against any person
holding any interest under or using the Property by license of or agreement with
Tenant; (b) for foreclosure of any lien for labor or material furnished to or
for Tenant or such other person; (c) otherwise arising out of or resulting from
any act or transaction of Tenant or such other person; or necessary to protect
Landlord's interest under this Lease in a bankruptcy proceeding, or other
proceeding under Title 11 of the United States Code, as amended. Tenant shall
defend Landlord against any such claim or action at Tenant's expense with
counsel reasonably acceptable to Landlord, or, at Landlord's election, Tenant
shall reimburse Landlord for any legal fees or costs Landlord incurs in any such
claim or action.

      Section 12.02. Landlord's consent. Tenant shall pay Landlord's reasonable
attorneys' fees incurred in connection with Tenant's request for Landlord's
consent under Article Nine (Assignment and subletting), or in connection with
any other act which Tenant proposes to do and which requires Landlord's consent.

ARTICLE THIRTEEN; MISCELLANEOUS PROVISIONS

      Section 13.01. Non-Discrimination. Tenant promises, and it is a condition
to the continuance of this Lease, that there will be no discrimination against,
or segregation of, any person or group of persons on the basis of race, color,
sex, creed, national original or ancestry in the leasing, subleasing,
transferring, occupancy, tenure or use of the Property or any portion thereof.

      Section 13.02. Landlord's Liability; Certain Duties.

      (a) As used in this Lease, the term "Landlord" means only the current
owner or owners of the fee title to the Property or Project or the leasehold
estate under a ground lease of the Property or Project at the time in question.
Each Landlord is obligated to perform the obligations of Landlord under this
Lease only during the time such Landlord owns such interest or title. Any
Landlord who transfers its title or interest is relieved of all liability with
respect to the obligations of Landlord under this Lease to be performed on or
after the date of transfer. However, each Landlord shall deliver to its
transferee all funds that Tenant previously paid if such funds have not yet been
applied under the terms of this Lease.

      (b) Tenant shall give written notice of any failure by Landlord to perform
any of its obligations under this Lease to


                                       16
<PAGE>   17

Landlord and to any ground lessor, mortgagee or beneficiary under any deed of
trust encumbering the Property whose name and address have been furnished to
Tenant in writing. Landlord shall not be in default under this Lease unless
Landlord (or such ground lessor, mortgagee or beneficiary) fails to cure such
non-performance within thirty (30) days after receipt of Tenant's notice.
However, if such non-performance reasonably requires more than thirty (30) days
to cure, Landlord shall not be in default if such cure is commenced within such
thirty (30) day period and thereafter diligently pursued to completion.

      (c) Notwithstanding any term or provision herein to the contrary, the
liability of Landlord for the performance of its duties and obligations under
this Lease is limited to Landlord's interest in the Property and the Project,
and neither the Landlord nor its partners, shareholders, officers or other
principals shall have any personal liability under this Lease.

      Section 13.03. Severability. A determination by a court of competent
jurisdiction that any provision of this Lease or any part thereof is illegal or
unenforceable shall not cancel or invalidate the remainder of such provision of
this Lease, which shall remain in full force and effect.

      Section 13.04. Interpretation. The captions of the Articles or Sections of
this Lease are to assist the parties in reading this Lease and are not a part of
the terms or provisions of this Lease. Whenever required by the context of this
Lease, the singular shall include the plural and the plural shall include the
singular. The masculine, feminine and neuter genders shall each include the
other. In any provision relating to the conduct, acts or omissions of Tenant,
the term "Tenant" shall include Tenant's agents, employees, contractors,
invitees, successors or others using the Property with Tenant's expressed or
implied permission.

      Section 13.05. Incorporation of Prior Agreements; Modifications. This
Lease is the only agreement between the parties pertaining to the lease of the
Property and no other agreements are effective. All amendments to this Lease
shall be in writing and signed by all parties. Any other attempted amendment
shall be void.

      Section 13.06. Notices. All notices required or permitted under this Lease
shall be in writing and shall be personally delivered or sent by certified mail,
return receipt requested, postage prepaid. Notices to Tenant shall be delivered
to the address specified in Section 1.03 above, except that upon Tenant's taking
possession of the Property, the Property shall be Tenant's address for notice
purposes. Notices to Landlord shall be delivered to the address specified in
Section 1.02 above. All notices shall be effective upon delivery. Either party
may change its notice address upon written notice to the other party.

      Section 13.07. Waivers. All waivers must be in writing and signed by the
waiving party. Landlord's failure to enforce any provision of this Lease or its
acceptance of rent shall not be a waiver and shall not prevent Landlord from
enforcing that provision or any other provision of this Lease in the future. No
statement on a payment check from Tenant or in a letter accompanying a payment
check shall be binding on Landlord. Landlord may, with or without notice to
Tenant, negotiate such check without being bound to the conditions of such
statement.

      Section 13.08. No Recordation. Tenant shall not record this Lease without
prior written consent from Landlord. However, either Landlord or Tenant may
require that "Short Form" memorandum of this Lease executed by both parties be
recorded. The party requiring such recording shall pay all transfer taxes and
recording fees.


                                       17
<PAGE>   18

      Section 13.09. Binding Effect; Choice of Law. This Lease bind any party
who legally acquires any rights or interest in this Lease from Landlord or
Tenant. However, Landlord shall have no obligation to Tenant's successor unless
the rights or interests of Tenant's successor are acquired in accordance with
the terms of this Lease. The laws of the state in which the Property is located
shall govern this Lease.

      Section 13.10. Corporate Authority; Partnership Authority. If Tenant is a
corporation, each person signing this Lease on behalf of Tenant represents and
warrants that he has full authority to do so and that this Lease binds the
corporation. Within thirty (30) days after this Lease is signed, Tenant shall
deliver to Landlord a certified copy of a resolution of Tenant's Board of
Directors authorizing the execution of this Lease or other evidence of such
authority reasonably acceptable to Landlord. If Tenant is a partnership, each
person or entity signing this Lease for Tenant represents and warrants that he
or it is a general partner of the partnership, that he or it has full authority
to sign for the partnership and that this Lease binds the partnership and all
general partners of the partnership. Tenant shall give written notice to
Landlord of any general partner's withdrawal or addition. Within thirty (30)
days after this Lease is signed, Tenant shall deliver to Landlord a copy of
Tenant's recorded statement of partnership or certificate of limited
partnership.

      Section 13.11. Joint and Several Liability. All parties signing this Lease
as Tenant shall be jointly and severally liable for all obligations of Tenant.

      Section 13.12. Force Majeure. If Landlord cannot perform any of its
obligations due to events beyond Landlord's control, the time provided for
performing such obligations shall be extended by a period of time equal to the
duration of such events. Events beyond the Landlord's control include, but are
not limited to, acts of God, war, civil commotion, labor disputes, strikes,
fire, flood or other casualty, shortages of labor or material, government
regulation or restriction and weather conditions.

      Section 13.13. Execution of Lease. This Lease may be executed in
counterparts and, when all counterpart documents are executed, the counterparts
shall constitute a single binding instrument. Landlord's delivery of this Lease
to Tenant shall not be deemed to be an offer to lease and shall not be binding
upon either party until executed and delivered by both parties.

      Section 13.14. Survival. All representations and warranties of Landlord
and Tenant shall survive the termination of this Lease.

ARTICLE FOURTEEN: BROKERS (See Separate Agreement)

      Section 14.03. Agency Disclosure; No Other Brokers. Landlord and Tenant
each warrant that they have dealt with no other real estate broker(s) in
connection with this transaction except: CB COMMERCIAL REAL ESTATE GROUP, INC.,
who represents Landlord and Grubb & Ellis, who represents Tenant.

      In the event that CB COMMERCIAL REAL ESTATE GROUP, INC. represents both
Landlord and Tenant, Landlord and Tenant hereby confirm that they were timely
advised of the dual representation and that they consent to the same, and that
they do not expect said broker to disclose to either of them the confidential
information of the other party.


                                       18
<PAGE>   19

      ADDITIONAL PROVISIONS MAY BE SET FORTH IN A RIDER OR RIDERS ATTACHED
HERETO OR IN THE BLANK SPACE BELOW. IF NO ADDITIONAL PROVISIONS ARE INSERTED,
PLEASE DRAW A LINE THROUGH THE SPACE BELOW.

      See Rider attached hereto and made a part hereof, including Articles
15-20. Exhibit "A" - Depiction of Project and Premises.

      Landlord and Tenant have signed this Lease at the place and on the dates
specified adjacent to their signatures below and have initialed all Riders which
are attached to or incorporated by reference in this Lease.

                                       "LANDLORD"

Signed on _______________ __, 19__          Pruco Life Insurance Company, an
at _______________________________          Arizona corporation
                                       By:  PREMISYS Real Estate Services, Inc.
                                       Its: Managing Agent
                                       By:  /s/ Gregory U. Cott
                                       Its: Vice President

                                       "TENANT"

Signed on 7-8, 1992                         Hansen's Juices, Inc.
at Los Angeles, CA  90004
                                       By:  /s/ Anthony Kane
                                       Its: President
                                       By:  /s/ Gary T. Hansen
                                       Its: Secretary

      IN ANY REAL ESTATE TRANSACTION, IT IS RECOMMENDED THAT YOU CONSULT WITH A
PROFESSIONAL, SUCH AS A CIVIL ENGINEER, INDUSTRIAL HYGIENIST OR OTHER PERSON
WITH EXPERIENCE IN EVALUATING THE CONDITION OF THE PROPERTY, INCLUDING THE
POSSIBLE PRESENCE OF ASBESTOS, HAZARDOUS MATERIALS AND UNDERGROUND STORAGE
TANKS.

      THIS PRINTED FORM LEASE HAS BEEN DRAFTED BY LEGAL COUNSEL AT THE DIRECTION
OF THE SOUTHERN CALIFORNIA CHAPTER OF THE SOCIETY OF INDUSTRIAL AND OFFICE
REALTORS(R), INC. NO REPRESENTATION OR RECOMMENDATION IS MADE BY THE SOUTHERN
CALIFORNIA CHAPTER OF THE SOCIETY OF INDUSTRIAL AND OFFICE REALTORS(R), INC.,
ITS LEGAL COUNSEL, THE REAL ESTATE BROKERS NAMED HEREIN, OR THEIR EMPLOYEES OR
AGENTS, AS TO THE LEGAL SUFFICIENCY, LEGAL EFFECT OR TAX CONSEQUENCES OF THIS
LEASE OR OF THIS TRANSACTION. LANDLORD AND TENANT SHOULD RETAIN LEGAL COUNSEL TO
ADVISE THEM ON SUCH MATTERS AND SHOULD RELY UPON THE ADVICE OF SUCH LEGAL
COUNSEL.


                                       19
<PAGE>   20

                   RIDER OF ADDITIONAL TERMS TO BE ATTACHED TO
               AND BECOME A PART OF THE LEASE DATED JUNE 17, 1992
                    BETWEEN PRUCO LIFE INSURANCE COMPANY AND
                              HANSEN'S JUICES, INC.

15.   Insurance Articles:

      A. Tenant hereby agrees to indemnify, defend and hold harmless Landlord,
its subsidiaries, directors, officers, agents and employees from and against any
and all damage, loss, liability or expense, including, but not limited to,
attorney's fees and legal costs suffered by same directly or by reason of any
claim, suit or judgment brought by or in favor of any person or persons for
damage, loss or expense due to, but not limited to, bodily injury, including
death, resulting any time therefrom, and property damages sustained by such
person or persons which arises out of, is occasioned by or in any way
attributable to the use or occupancy of the Property and adjacent areas by the
Tenant or otherwise, the acts or omission of the Tenant, its agents, employees
or any other contractors brought onto said Property by the Tenant, or any other
cause or event giving rise to damage, loss, liability, or expense, which cause
or event is customarily covered by the types of insurance which Tenant is
required to maintain hereunder, except to the extent caused by the gross
negligence or willful misconduct of Landlord, its employees, agents, customers
and invitees. Such loss or damage shall include, but not be limited to, any
injury or damage to Landlord's personnel (including death resulting any time
therefrom) on the Property. Tenant agrees that the obligations assumed herein
shall survive this Lease. Landlord shall not be liable for any damages arising
from any act or neglect of any other tenant.

      B. Except as provided to the contrary in Paragraphs H, J, and K, Tenant
hereby agrees to maintain in full force and effect at all times during the term
of this Lease, at its own expense, for the protection of Tenant and Landlord, as
their interest may appear, policies of insurance issued by a responsible carrier
or carriers licensed to do business in the state where the Property is located
and with a Best's rating of B+ or better, which afford the following coverages:

1.    Workers Compensation - Statutory 
      Employers Liability - Not less than $100,000.00 
      Comprehensive General - Not less than $2,000,000.00
            Liability Insurance combined single limit 
            including Blanket for both bodily and Contractual 
            Liability property damage 
            Broad Form Property
            Damage 
            Personal Injury 
            Completed Operation/ 
            Products Liability 
            Fire Damage Legal

2. Fire and extended coverage, including earthquake coverage (as defined in
California insurance industry practices), vandalism and malicious mischief and
sprinkler leakage (where applicable) insurance to cover both Landlord and Tenant
as to their respective interest therein, for one hundred percent (100%) of the
replacement value of the Property.

3. Rent insurance covering those risks referred to in Paragraph 15(B)2 in an
amount equal to all that is called for under Paragraph 3 of this Lease (and any
additional rents payable under this Lease) for a period of at least twelve (12)
months, commencing with the date of loss.

4. Boiler and machinery insurance, including, but not limited to, steam pipes,
pressure pipes, condensation return pipes and other pressure vessels (provided
the building on the Property contains a


                                       20
<PAGE>   21

boiler and other pressure vessels or pressure pipes), in an amount satisfactory
to Landlord.

C. Landlord may elect to have reasonable deductibles in connection with
coverages required by Paragraphs 15(B)2, 15(B)3 and 15(B)4.

D. The Tenant shall deliver to Landlord at least thirty (30) days prior to the
time such insurance is first required to be carried by Tenant, and thereafter at
least thirty (30) days prior to expiration of such policy, certificates or
insurance evidencing the above coverage with limits not less than those
specified above. Such certificates, with the exception of Worker's Compensation,
shall name Landlord, its subsidiaries, directors, agents and employees as
additional insureds as their interests may appear and shall expressly provide
that the interest of same herein shall not be affected by a breach by Tenant of
any policy provision for which such Certificates evidence coverage. Further, all
Certificates shall expressly provide that not less than thirty (30) days prior
written notice shall be given to Landlord in the event of material alteration to
or cancellation of the coverage evidenced by such Certificates.

E. Upon demand, Tenant shall provide Landlord, at Tenant's expense, with such
increased amount of existing insurance and such other insurance coverage in such
limits, as Landlord may require and such other hazard insurance, as the nature
and condition of the Property may require, in the reasonable judgment of
Landlord, to afford Landlord adequate protection for said risks.

F. If, on account of the failure of Tenant to comply with the foregoing
provisions, Landlord is adjudged a co-insurer by its insurance carrier, then any
loss or damage Landlord shall sustain by reason thereof shall be borne by Tenant
and shall be immediately paid by Tenant upon receipt of a bill therefor, and
evidence of such loss.

G. Landlord makes no representation that the limits of liability specified to be
carried by Tenant under the terms of this Lease are adequate to protect Tenant
against Tenant's undertaking under this Paragraph 15 and in the event Tenant
believes that any such insurance coverage called for under this Lease is
insufficient, Tenant shall provide, at its own expense, such additional
insurance as Tenant deems adequate.

H. If Landlord is designated as an insuring party in Paragraph J, Landlord
shall, at all times during the terms of this Lease, maintain a policy or
policies of insurance issued by and binding upon some solvent insurance company,
insuring the building, of which the Property is a part, against loss or damage
by fire, explosion, or other hazards and contingencies (Paragraph 15(B)2, 15(B)3
and 15(B)4 risks), for an amount equal to one hundred percent (100%) of the
replacement value thereof, provided that Landlord shall not be obligated to
insure any furniture, equipment, machinery, goods or supplies upon the premises.

I. Anything in this Lease to the contrary notwithstanding, Landlord and Tenant
hereby waive and release each other of and from any and all rights of recovery,
claims, actions or causes of action, against each other, their agents, officers
and employees, for any loss or damage that may occur to the Property,
improvements to the building of which the Property is a part, personal property
(building contents) within the building, any furniture, equipment, machinery,
goods or supplies not covered by this Lease which Tenant may bring or obtain
upon the Property or any additional improvements which Tenant may construct on
the Property, by reason of fire, the elements or any other cause which could be
insured against under the terms of standard fire and extended coverage insurance
policies, regardless of cause or origin, including negligence of Landlord or
Tenant and their agents, officers and


                                       21
<PAGE>   22

employees. Because this Paragraph will preclude the assignment of any claim
mentioned in it by way of subrogation (or otherwise) to an insurance company (or
any other person), each party to this Lease agrees immediately to give to each
insurance company written notice of the terms of the mutual waivers contained in
this Paragraph and to have the insurance policies properly endorsed, if
necessary, to prevent the invalidation of the insurance coverages by reason of
the mutual waivers contained in this Paragraph. Tenant also waives and releases
Landlord, its agents, officers and employees of and from any and all rights of
recovery, claims, actions or causes of action for any loss or damage insured
against under any other policies of insurance carried by Tenant.

J. The insuring party under this Lease for Paragraph 15(B)1 shall be the Tenant.
The insuring party under this Lease for Paragraphs 15(B)2, 15(B)3 and 15(B)4
shall be the Landlord.

K. If Landlord is named as the insuring party under this Lease for Paragraphs
15(B)2, 15(B)3 and 15(B)4:

      1. Tenant shall pay to Landlord during the term hereof, additional rent in
the amount of any and all premiums for the insurance required under paragraphs
15(B)2, 15(B)3 and 15(B)4.

      2. Tenant shall pay any such premiums to Landlord within thirty (30) days
after receipt by Tenant of a copy of the premiums statement or satisfactory
evidence of the amount due. If the insurance policies maintained hereunder cover
other improvements in addition to the Property, Landlord shall also deliver to
Tenant a statement of the amount of such premiums attributable to the Property
and showing, in reasonable detail, the manner in which such amount was computed.
If the term of this Lease shall not expire concurrently with the expiration of
the period covered by such insurance, Tenant's liability for premiums shall be
prorated on an annual basis.

      3. Notwithstanding the foregoing, if (1) Landlord sells the Premises, (2)
the Azusa Industrial Center becomes individually insured, and not insured under
a blanket property casualty policy, (3) the property casualty policy premiums
increase as a result of a high risk use by a tenant which is not a tenant in the
Azusa Industrial Center as of the execution of this Lease, and (4) the increase
in premiums attributable to such high risk use can reasonably be determined,
then Tenant shall not be liable for its share of any such increase.

L. Tenant shall maintain, at its cost, fire and extended coverage against loss,
theft or damage, with vandalism and malicious mischief endorsements to cover
personal property, fixtures, equipment, tenant improvements, alterations and
utility installations in, on or about the Property, in an amount of at least one
hundred percent (100%) of their full replacement value, with a deductible not to
exceed $1,000 per occurrence. The proceeds from any such policy shall be used by
Tenant for the replacement of personal property or the restoration of Tenant's
improvements, alterations or utility installations, unless the Tenant
improvements or alterations have become part of the Property.

16. Hazardous Materials

      A. Storage Tanks. Tenant shall not install storage tanks of any size or
shape in the Property, above or below ground, without prior written consent of
the Landlord, which can be withheld at its sole discretion. Without limiting the
foregoing, Landlord shall have the right to condition its consent upon Tenant
agreeing to give the Landlord such assurances that Landlord, at its sole
discretion, deems necessary to protect itself against potential problems
concerning the installation, use, removal and contamination of the Property, as
a result of the installation


                                       22
<PAGE>   23

and/or use of such tank, including, but not limited to, the installation of a
concrete encasement for said tank. Tenant shall comply, at its sole expense,
with all applicable permit and/or registration requirements and repair damage
caused by the installation, maintenance or removal of such tank by Tenant. Upon
termination of the Lease, Tenant shall, at its sole cost and expense, remove any
tank installed by Tenant from the Property, remove and replace any contaminated
soil or materials (and compact or treat the same as then required by law) and
repair any damage or change to the Property caused by any installation and/or
removal performed by Tenant.

      Landlord shall have the right to employ experts and/or consultants, at
Tenant's expense, to advise Landlord with respect to the installation,
operation, monitoring, maintenance and removal and restoration of any such tank
installed by Tenant.

B. Hazardous Substances. Tenant shall not engage in or permit any activities on
the Property, nor bring onto or create in the Property, any substances the
possession or use of which requires a permit from any federal, state or local
agency having jurisdiction over hazardous, toxic or infectious substances
without Landlord's prior written consent.

      Notwithstanding the foregoing prior to the Commencement Date, Tenant shall
provide Landlord with materials safety, data sheets ("MSDS's") for each
hazardous or toxic substance to be used or stored on the Premises, together with
the estimated maximum amounts of such substances to be stored on the Premises at
any time and evidence that Tenant has obtained all necessary permits in
connection with the storage, use or disposal of any such substances. Landlord
shall have the right to approve the matters covered by each such MSDA and to
review and approve such permits. Tenant shall not store any such materials at
the Premises until all necessary permits have been approved by Landlord. In the
event Landlord consents to the use of any substance shown on any such MDS,
Tenant covenants and agrees that it shall not, at any time during the term
hereof, store such substances at the Premises in any amount in excess of the
amount approved by Landlord. Tenant shall not engage in or permit any activity
on the Property that violates any federal, state or local laws, rules or
regulations pertaining to hazardous, toxic or infectious substances, and shall
promptly, at Tenant's expense, take all investigatory and/or remedial action
required or ordered for clean up of any contamination of the Property or the
elements surrounding same, including, without limitation, remedial action
recommended by any consultant retained by Landlord to review the operations of
Tenant. Tenant shall indemnify, defend and hold Landlord, its agents and
employees harmless from all liabilities, judgments, costs, claims, expenses,
penalties and attorney's fees arising out of any breach of Tenant of its
obligations under Section 5.03, and Paragraphs 16(A) and 16(B), including, but
not limited to, the costs associated with remediation and/or abatement of any
contamination therein involved or arising out of the actions of Tenant.

17. Alterations and Improvements

A. Tenant shall not, without Landlord's prior written consent (except for
non-structural alterations not exceeding $2,500 in cost), make any alterations,
improvements, additions, utility installation (including power panels) in, on or
about the Property. Notwithstanding the foregoing, Paragraphs 17(C)(1),(c), (d),
(e) and (f) shall apply to non-structural alterations not exceeding $2,500 in
cost.

B. Tenant shall pay, when due, all claims for labor or materials furnished to or
for Tenant at or for use (including repairs by Tenant) in or on the Property,
which claims may be secured by any mechanics' or materialmen's lien against the
Property or any interest therein; and, Tenant shall hold Landlord harmless from
any


                                       23
<PAGE>   24

and all claims, costs or damages arising from labor or materials so furnished or
alleged to have been furnished. Tenant shall deliver to Landlord written notice
of commencement of any work on or in the Property within two (2) days after such
commencement, and the Landlord shall have the right, but not the obligation, to
post notices of non-responsibility in or on the Property as provided by law.

C. For all additions and for all alterations requiring Landlord's consent:

      1.    Tenant shall:

            a. Request Landlord's approval, in writing, at least thirty (30)
days prior to proposed construction.

            b. Employ a California licensed architect or structural engineer.

            c. Employ a California licensed general contractor.

            d. Cause to be obtained, an applicable building permit for any and
all construction or modifications.

            e. Cause the building to be kept free of liens during construction.

            f. As between Landlord and Tenant, be fully responsible for the act
of Tenant's consultants, employees, contractors, subcontractors, etc., and cause
them to fully comply with any applicable terms of this Lease and documents
referred to by this Lease and other pertinent Lease obligations.

            g. Enter into written agreement with an architect and general
contractor on standard American Institute of Architects (AIA) form or reasonable
equivalent for the contract itself, as well as payment schedules, change orders,
etc. Copies of executed agreements will be forwarded to Landlord within five (5)
days of execution.

      2.    Tenant's architect shall:

            a. Be licensed by the State of California.

            b. Design and specify within the parameters of the building work
letter and approved building specifications or have received specific written
exceptions from the Landlord.

            c. Secure Landlord's written approval before submitting plans to
general contractor for bidding or to government agencies for approval.

            d. Secure Landlord's written approval of any changes or alternates
recommended by general contractor or required by governmental agencies.

            e. Submit copy to Landlord of the final application for permit and
issued permit.

            f. Incorporate Landlord supplied building standard details onto
drawings.

            g. Submit final plans for Landlord's written approval prior to
construction.

            h. Be available for final inspection with Landlord at job
completion.

            i. Submit to Landlord for approval, details of any changes for specs
or finishes during construction.


                                       24
<PAGE>   25

            j. Provide samples and specifications as required by Landlord.

            k. Sign off on the as-built drawings as his certification that the
improvements have, in fact, been built as per his design.

      3.    Tenant's general contractor and/or subcontractor shall:

            a. Be licensed by the State of California.

            b. Have experience providing similar quality and quantity of
improvements. Work history shall be provided to Landlord prior to being awarded
contract.

            c. Have a bonding capacity equal to or exceeding the valuation of
the job. Landlord may, at his sole option, require the job to be bonded.

            d. Maintain in full force and effect, throughout the duration of its
performance under contract to the Tenant, a Worker's Compensation insurance
policy and a comprehensive liability insurance policy issued by an insurer
satisfactory to Landlord, with liability coverage of not less than $1,000,000
for personal injury and $500,000 to cover property damage. The Comprehensive
Liability insurance policy shall include assumption of contractual liability.
Certificates of Insurance containing a thirty (30) day cancellation/modification
clause shall be furnished to Landlord prior to commencement of performance under
the Construction Contract, naming Landlord (Pruco Life Insurance company) and
managing agent (currently Premisys Real Estate Services) as additional insured.

            e. Provide a construction schedule to Landlord prior to commencement
of work and weekly written progress reports.

            f. Warrant his work and that of his subcontractors, for a minimum of
one (1) year.

            g. Provide Landlord with as-built drawings of all improvements.

      4.    All approvals by Landlord, as herein provided for, shall not be
unreasonably withheld. Tenant shall promptly submit requests to the managing
agent of the Property.

D. Upon the termination of this Lease, all alterations, improvements, additions
or fixtures, other than Tenant's trade fixtures, which may be made in or on the
Property, shall become the property of Landlord and remain upon and be
surrendered with the Property; provided, however, that despite such items would
otherwise become Landlord's property, Landlord, at its sole discretion, may, by
written notice to Tenant at any time prior to the expiration or sooner of the
termination of this Lease, require Tenant, upon such expiration or termination
of the Lease, to remove any or all such improvements, additions, alterations,
and fixtures, and restore the Property to the condition that would exist, except
for such alterations, additions, improvements, or fixtures. Such removal,
restoration and repair to the original conditions shall be completed by Tenant
no later than the expiration or sooner termination of this Lease.

18. Assignment and Subletting

A. Except as expressly permitted in this Paragraph, Tenant shall not, without
the prior written consent of Landlord, assign, transfer or hypothecate this
Lease or any interest herein or sublet the Property or any part thereof, or
permit the use of the Property by any party other than Tenant or to allow
Tenant's interest in the Lease to be assigned by operation of law. Landlord
shall have the


                                      25
<PAGE>   26

right to withhold its consent in its reasonable discretion. Any of the foregoing
acts without such consent shall be void and shall, at the option of Landlord,
terminate this Lease.

B. If at any time or from time to time during the term of this Lease, Tenant
desires to assign its interest in the Lease or sublet all or any part of the
Property, Tenant shall give written notice to Landlord, setting forth the terms
of the proposed assignment or subletting and the space so proposed be assigned
or sublet. Landlord shall have the option, exercisable by notice given to Tenant
within thirty (30) days after Tenant's notice is given, either to sublet from
Tenant such space at the rental rate and other terms set forth in Tenant's
notice; or, if the proposed subletting is for the entire Property for the
balance of the term of this Lease, to terminate this Lease. If Landlord does not
exercise such option, Tenant shall be free to assign or sublet such space to any
third party, subject to all the following conditions;

1. The assignment or sublease shall be on the same terms set forth in the notice
given to Landlord. Any subsequent changes or modifications shall require
Landlord's prior written consent;

2. No assignment or sublease shall be made without the prior written consent of
Landlord, which consent shall not be unreasonably withheld. Landlord's decision
may take into account, without limitation, the creditworthiness of the proposed
assignee or subtenant, the nature of the proposed use of the assigned or
subleased space, and whether the proposed use affects the Tenant mix sought to
be achieved by Landlord.

3. No assignment or sublease shall be valid and no assignee or subtenant shall
take possession of the Property assigned or subleased until an executed
counterpart of such assignment or sublease has been delivered to Landlord.

4. No assignee or subtenant shall have a right to further assign or sublet.

5. One hundred percent (100%) of any sums or other economic consideration
received by Tenant as a result of such subletting (except rental or other
payments received which are attributable to the amortization of the cost of
leasehold improvements, other than building standard tenant improvements, made
to the sublet portion of the Property by Tenant at its cost and brokerage
commissions), whether denominated rentals under the sublease or otherwise, which
exceed, in the aggregate, the total sums which Tenant is obligated to pay
Landlord under this Lease (prorated to reflect Tenant's obligations under this
Lease allocable to that portion of the Property subject to such sublease) shall
be payable to Landlord as additional rental under this Lease without affecting
or reducing any other obligation of Tenant hereunder. In the event of subletting
of only a portion of the Property, in calculating whether the rent received by
Tenant exceeds the rent payable under this Lease, the rent payable under the
Lease shall be prorated according to the square footage involved in order to
reflect the rent applicable to the space sublet.

C. If Tenant is a partnership, a transfer of any interest of a general partner,
a withdrawal of any general partner from the partnership, or the dissolution of
the partnership shall be deemed to be an assignment of this Lease. If Tenant is
a corporation, unless Tenant is a public corporation whose stock is regularly
traded on a national stock exchange, or is regularly traded in the
over-the-counter market and quoted on NASDAQ, any sale or other transfer of a
percentage of capital stock of Tenant which results in a change of controlling
persons, or the sale or transfer of substantially all of the assets of Tenant,
shall be deemed to be an assignment of this Lease. If any of the stockholders of
Tenant existing as of the execution of this Lease retire, it shall not be
considered a change in control under this paragraph.


                                       26
<PAGE>   27

D. Notwithstanding the provisions of Paragraphs 18(A), 18(B) and 18(C) above,
Tenant may assign this Lease, or any portion thereof, without Landlord's
consent, to any corporation which controls, is controlled by or is under common
control with the Tenant, or to any corporation resulting from the merger or
consolidation with Tenant, or to any person or entity which acquires all the
assets of Tenant as a going concern of the business that is being conducted on
the Property, provided that said assignee assumes, in full, the obligations of
Tenant under this Lease.

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

19. Option to Extend.

A. Landlord hereby grants to Tenant the option to extend the term of this Lease
for one (1) additional period of five (5) years, commencing on the day following
the expiration of the original term of the Lease, such option to be exercised by
Tenant by written notice to Landlord given not less than nine (9) months and not
more than twelve (12) months prior to the expiration of the original term of
this Lease. If Tenant gives such notice, the original term of the Lease shall be
extended for one (1) additional period of five (5) years, subject to all of the
terms, covenants and conditions of this Lease, except the Base Rent shall be
increased as provided below. If Tenant is in default under this Lease on the
date such notice is given (whether or not such default is later cured), then at
Landlord's election, such notice shall be void; or, if Tenant is in default
under this Lease after the giving of such notice (whether or not such default is
later cured), then at Landlord's election, such option to extend and Tenant's
exercise of same shall be void and this Lease shall terminate at the end of the
original term (unless sooner terminated pursuant to this Lease).

B. In the event said option is exercised, in accordance with the provisions
hereof, then in lieu of the amount of the Base Rent set forth in Article 3
above, the amount of the Base Rent for the Property for the first thirty (30)
months of the Option term shall be equal to one hundred percent (100%) of the
Fair Rental Amount at the time of determination for space comparable to the
Property located in the vicinity of the Project, but in no event shall the new
Base Rent be less than the amount of the Base Rent payable immediately prior to
the expiration of the original term of the Lease. The determination of the Fair
Rental Amount shall exclude the specialized improvements that are specifically
constructed at Tenant's cost in connection with the processing and refrigeration
functions of Tenant's business. If said option is exercised by Tenant, Landlord
and Tenant agree to meet no later than two hundred forty (240) days prior to the
expiration of the original term of the Lease and negotiate in good faith to
determine the new Base Rent for the option term. If Landlord and Tenant cannot
agree on such new Base Rent, the dispute shall be submitted for appraisal. For
that purpose, Landlord and Tenant shall employ one person or firm as an
appraiser (hereinafter called the "Independent Appraiser"), or if they cannot
agree on one person or firm as an


                                       27
<PAGE>   28

Independent Appraiser, they shall each employ one person or firm as an appraiser
(hereinafter called "Landlord's Appraiser" in the case of the one employed by
Landlord, and "Tenant's Appraiser" in the case of the one employed by Tenant),
who shall, in turn, appoint a third person as an appraiser (who shall be MAI) if
Landlord's Appraiser and Tenant's Appraiser cannot agree on the amount of the
new Base Rent for the first thirty (30) months of the option term. Both Landlord
and Tenant shall be bound by the determination of Fair Rental Amount set forth
in the written report and opinion of the Independent Appraiser (if there is one)
or appraisers (if there are two and they agree or if there are three and they
agree) or the average of their separate determinations (if there are three and
any one appraiser's opinion differs from that of the other or others); provided,
however, that any appraiser's or appraisers' determination of the new Base Rent
which is less than the amount of the Base Rent payable immediately prior to the
expiration of the original term shall be disregarded and the amount of the Base
Rent payable immediately prior to the expiration of the original term shall be
substituted as if it were the appraiser's or appraisers' determination. Any
third appraiser shall be employed within thirty (30) days after the employment
of Landlord's Appraiser and Tenant's Appraiser, and shall deliver his report and
opinion to both parties at the same time and within thirty (30) days after he
was first employed. Landlord shall pay the fees of, and costs incurred by,
Landlord's Appraiser, if any, and Tenant shall pay the fees of, and costs
incurred by, Tenant's Appraiser, if any. The fees of, and costs incurred by, all
other appraisers shall be paid equally by Tenant and Landlord. The new Base Rent
for the first thirty (30) months of the option term shall be increased on the
first day of the thirty-first (31st) month of the option term in accordance with
the provisions of Section 3.02, and such increased Base Rent shall apply
thereafter for the remainder of the option term. Such increase shall not be less
than four percent (4%) or greater than eight percent (8%) per annum, cumulative.
No free rent shall be applicable to the option term.

C. The foregoing option may be exercised only as to the entire Property, and
only by Tenant. The rights contained in this paragraph are personal to the
Tenant and are not assignable and cannot be exercised by Tenant on behalf of or
for the benefit of any subtenant or assignee.

20. Landlord shall provide Tenant with a Tenant Improvement Allowance Loan
("Allowance Loan") in the amount not to exceed Two Hundred Thousand Dollars
($200,000) to defray a portion of Tenant's costs of constructing and installing
the following improvements only:

A. An additional 1,700+ square feet of office area with comparable floor and
wall treatments as currently exist in the existing 1,800+ square feet of
offices.

B. Additional plant and office restrooms as required by applicable code for
Tenant to conduct its business.

C. One additional 600 amp. 277/480 volt power panel, which together with the
existing primary power panel, will deliver a total primary power of 1200 amps,
277/480 volt, 3 phase to the Premises.

D. An additional 4-inch water line to be used by Tenant for its processing
operation.

E. Floor drains and a clarifier with hook-up into the sewer system for discharge
of the processing water.

F. Connection to the building ("Building") of which the Premises are a part of a
gas line with a minimum 4-inch diameter to be used by Tenant in its processing
operation.


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<PAGE>   29

G. A chain link fence separating and securing the yard area to the north of the
Building for Tenant's use, which area shall be designated by Landlord and
subject to its approval.

H. Two ground level loading doors (12' x 14') along the north wall of the
warehouse area into the fenced yard area.

I. Air curtains, which meet Health Department standards, around all loading
doors.

Tenant agrees to construct the foregoing improvements at its sole cost and
expense, subject to its rights with respect to the Allowance Loan.
Notwithstanding anything contained herein to the contrary, the Allowance Loan
shall only be payable with respect to and applied against the costs of
constructing and installing the foregoing improvements and no other
improvements, and any unfunded portion of the Allowance Loan shall remain
Landlord's property. Any and all improvement work that Tenant desires or is
obligated to implement shall be done at its sole cost and expense (subject to
its rights with respect to the Allowance Loan) and in accordance with the
provisions of Paragraph 17 of the Lease.

Portions of the Allowance Loan will be payable to Tenant or the contractor
directly (at Landlord's option) from time to time within fifteen business days
of Tenant's delivery to Landlord of (1) reasonable evidence that the then
completed portion of the tenant improvements is in compliance with the plans and
specifications approved by Landlord, and all applicable law, rules and
regulations, and (2) satisfactory lien releases.

Interest at ten percent (10%) per annum shall begin accruing on the Allowance
Loan commencing on December 1, 1992. Tenant will repay the Allowance Loan in
monthly installments to Landlord based upon a ten percent (10%) per annum
interest rate and a 10-year 6-month amortization schedule in accordance with
Paragraph 3.01 above. The outstanding balance of the Allowance Loan shall be due
and payable upon the expiration or earlier termination of the lease term, but
may be prepaid at any time prior to maturity without penalty or premium. A
default under this Lease shall be deemed a default under the Allowance Loan
entitling Landlord to accelerate the then outstanding balance of the Allowance
Loan. All amounts due under the Allowance Loan shall be deemed to be additional
rent under this Lease. If prior to July 17, 1992, Tenant provides reasonable
evidence to Landlord that it is unable to obtain the necessary governmental
permits to allow Tenant's intended use of the Premises, then this Lease shall
terminate and neither party shall have any further liability hereunder, except
for obligations that have accrued prior to such termination.


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<PAGE>   30

                                   INSERT 3.01

Rent:

<TABLE>
<CAPTION>
                                                          T.I.
Months            Base Monthly Rent (NNE)             Amortization

<S>               <C>                                 <C>             
1 - 6             $     0.00                          $2,571 per month
7 - 30            $11,899.00 per month                $2,571 per month
31 - 60           $13,369.00 per month                $2,571 per month
61 - 90           $15,020.00 per month                $2,571 per month
91 - 126          $16,879.00 per month                $2,571 per month
</TABLE>

The Base Rent for months 1-6 shall be abated. In addition to Base Rent, Tenant
shall pay the amortized tenant improvement costs in accordance with the schedule
above, in advance on the first day of each month during the term of this Lease,
without offset, deduction or prior demand.

                                   INSERT 3.03

Landlord agrees to invest the Security Deposit in a certificate of deposit
("CD"). Landlord shall have the right in its sole discretion to select the
financial institution and the maturity date. Tenant hereby acknowledges and
agrees that no trust or fiduciary relationship is created between Landlord and
Tenant with respect to the Security Deposit. Tenant acknowledges that Landlord
does not guarantee any rate of return, and Tenant assumes all consequences of
early withdrawal of the CD if the Security Deposit, or a portion thereof, is
needed to be applied to satisfy Tenant's obligations in accordance with the
terms of the Lease. If Tenant performs all of Tenant's obligations hereunder,
any interest accruing on the CD shall be sent to the Tenant within a reasonably
period of time following the maturing of such CD. Provided Tenant has not
defaulted under this lease, the principal amount of the CD and any interest
accruing thereon, or so much thereof as has not theretofore been applied by
Landlord in accordance with the terms of the Lease, shall be returned to Tenant
at the expiration of the term hereof, and after Tenant has vacated the Premises.


                                       30