by Lessor within said ten (10) day period, Lessee's right to cancel this Lease

 

                                                                   Exhibit 10.23
                       STANDARD INDUSTRIAL LEASE -- NET

                  AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION

1.  Parties. This Lease, dated, for reference purposes only, September 1, 1993, 
is made by and between B & K Investment Company (herein called "Lessor") and 
Specialty Extrusions Limited (herein called "Lessee").

2.  Premises. Lessor hereby leases to Lessee and Lessee leases from Lessor for 
the term, at the rental, and upon all of the conditions set forth herein, that 
certain real property situated in the County of Orange State of California 
commonly known as 801 South Acacia Avenue (Portion of larger) and described as 
an approximately 15,000 square foot metal building and adjacent mobile office on
approximately one (1) acre of land as shown on Exhibit A attached hereto and 
made a part hereof. Said real property including the land and all improvements 
therein, is herein called "the Premises".

3.  Term.

    3.1  Term. The term of this Lease shall be for five (5) years commencing on 
September 1, 1993 and ending on August 31, 1998 unless sooner terminated 
pursuant to any provision hereof.

    3.2  Delay in Possession. Notwithstanding said commencement date, if for any
reason Lessor cannot deliver possession of the Premises to Lessee on said date, 
Lessor shall not be subject to any liability therefor, nor shall such failure 
affect the validity of this Lease or the obligations of Lessee hereunder or 
extend the term hereof, but in such case, Lessee shall not be obligated to pay 
rent until possession of the Premises is tendered to Lessee; provided, however, 
that if Lessor shall not have delivered possession of the Premises within sixty 
(60) days from said commencement date, Lessee may, at Lessee's option, by notice
in writing to Lessor within ten (10) days thereafter, cancel this Lease, in 
which event the parties shall be discharged from all obligations hereunder; 
provided further, however, that if such written notice of Lessee is not received
by Lessor within said ten (10) day period, Lessee's right to cancel this Lease 
hereunder shall terminate and be of no further force or effect.

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

4.  Rent.  Lessee shall pay to Lessor as rent for the Premises, monthly payments
of $7,717.00, in advance, on the first day of each month of the term hereof. 
Lessee shall pay Lessor upon the execution hereof $7,717.00 as rent for the 
month of September, 1993. Rent for any period during the term hereof which is 
for less than one month shall be a pro rata portion of the monthly installment. 
Rent shall be payable in lawful money of the United States to Lessor at the 
address stated herein or to such other persons or at such other places as Lessor
may designate in writing.

5.  Security Deposit. Lessee's $5,000.00 security deposit shall remain as 
security for Lessee's faithful performance of Lessee's obligations hereunder. If
Lessee fails to pay rent or other charges due hereunder, or otherwise defaults 
with respect to any provision of this Lease, Lessor may use, apply or retain all
or any portion of said deposit for the payment of any rent or other charge in 
default or for the payment of any other sum to which Lessor may become obligated
by reason of Lessee's default, or to compensate Lessor for any loss or damage 
which Lessor may suffer thereby. If Lessor so uses or applies all or any portion
of said deposit Lessee shall within ten (10) days after written demand therefor 
deposit cash with Lessor in an amount sufficient to restore said deposit to the 
full amount hereinabove stated and Lessee's failure to do so shall be a

material breach of this Lease. If the monthly rent shall, from time to time,
increase during the term of this Lease, Lessee shall thereupon deposit with
Lessor additional security deposit so that the amount of security deposit held
by Lessor shall at all times bear the same proportion to current rent as the
original security deposit bears to the original monthly rent set forth in
paragraph 4 hereof. Lessor shall not be required to keep said deposit separate
from its general accounts. If Lessee performs all of Lessee's obligations
hereunder, said deposit, or so much thereof as has not theretofore been applied
by Lessor, shall be returned, without payment of interest or other increment for
its use, to Lessee (or, at Lessor's option, to the last assignee, if any, of
Lessee's interest hereunder) at the expiration of the term hereof, and after
Lessee has vacated the Premises. No trust relationship is created herein between
Lessor and Lessee with respect to said Security Deposit.

6.  Use. 

    6.1  Use. The Premises shall be used and occupied only for aluminum 
extrusion and related legal activities or any other use which is reasonably 
comparable and for no other purpose.

    6.2  Compliance with Law.

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

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

    6.3  Condition of Premises.

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

    (b) Except as otherwise provided in this Lease, Lessee hereby accepts the 
Premises in their condition existing as of the Lease commencement date or the 
date that Lessee takes possession of the Premises, whichever is earlier, subject
to all applicable

zoning, municipal, county and state laws, ordinances and regulations governing 
and regulating the use of the Premises, and any covenants or restrictions of 
record and accepts this Lease subject thereto and to all matters disclosed 
thereby and by any exhibits attached hereto. Lessee acknowledges that neither 
Lessor nor Lessor's agent has made any representation or warranty as to the 
present or future suitability of the Premises for the conduct of Lessee's 
business.

    7.  Maintenance, Repairs and Alterations.

    7.1  Lessee's Obligations. Lessee shall keep in good order, condition and 
repair the Premises and every part thereof, structural and non structural, 
(whether or not such portion of the Premises requiring repair, or the means of 
repairing the same are reasonably or readily accessible to Lessee, and whether 
or not the need for such repairs occurs as a result of Lessee's use, any prior 
use, the elements or the age of such portion of the Premises) including, without
limiting the generality of the foregoing, all plumbing, heating, air 
conditioning, (Lessee shall procure and maintain, at Lessee's expense, an air 
conditioning system maintenance contract) ventilating, electrical, lighting 
facilities and equipment within the Premises, fixtures, walls (interior and 
exterior), foundations, ceilings, roofs (interior and exterior), floors, 
windows, doors, plate glass and skylights located within the Premises, and all 
landscaping, driveways, parking lots, fences and signs located on the Premises 
and sidewalks and parkways adjacent to the Premises.

    7.1.1  Toxic Waste Inspection. Lessee at Lessee's expense during the period 
between ninety (90) and forty-five (45) days prior to the expiration of the 
lease shall cause the premises to be inspected for toxic materials by a licensed
environmental inspection service approved in writing by Lessor and shall provide
Lessor with a written report issued by such a licensed environmental inspection 
service showing the results of the inspection and a determination of what 
corrective measures should be taken, if any, to eliminate such toxic materials, 
if any, to the extent necessary to meet the standards set out in the federal, 
state, county or municipal codes as to the presence of such materials. Lessee 
agrees that at its own expense, it will have such corrective measures performed 
and completed before the expiration of the lease.

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

    7.3  Lessor's Rights. If Lease fails to perform Lessee's obligations under 
this Paragraph 7, or under any other paragraph of this Lease, Lessor may at its 
option (but shall not be required to) enter upon the Premises after ten (10) 
days' prior written notice to Lessee (except in the case of any emergency, in 
which case no notice shall be required), perform such obligations on Lessee's 
behalf and put the same in good order, condition and repair, and the cost 
thereof together with interest thereon at the maximum rate then allowable by law
shall become due and payable as additional rental to Lessor together with 
Lessee's next rental installment.

    7.4  Lessor's Obligations. Except for the obligations of Lessor under 
Paragraph 6.2(a) and 6.3(a) (relating to Lessor's warranty), Paragraph 9 
(relating to destruction of the Premises) and under Paragraph 14 (relating to 
condemnation of the Premises), it is intended by the parties hereto that Lessor 
have no obligations, in any manner whatsoever, to repair and maintain the 

Premises nor the building located thereon nor the equipment therein, whether 
structural or non structural, all of which obligations are intended to be that 
of the Lessee under Paragraph 7.1 hereof. Lessee expressly waives the benefit of
any statute now or hereinafter in effect which would otherwise afford Lessee the
right to make repairs at Lessor's expense or to terminate this Lease because of 
Lessor's failure to keep the premises in good order, condition and repair.

    7.5  Alterations and Additions.

    (a) Lessee shall not, without Lessor's prior written consent make any 
alterations, improvements, additions, or Utility Installations in, on or about 
the Premises, except for nonstructural alterations not exceeding $2,500 in 
cumulative costs during the term of this Lease. In any event, whether or not in 
excess of $2,500 in cumulative cost, Lessee shall make no change or alteration 
to the exterior of the Premises nor the exterior of the building(s) on the 
Premises without Lessor's prior written consent. As used in this Paragraph 7.5 
the term "Utility Installation" shall mean carpeting, window coverings, air 
lines, power panels, electrical distribution systems, lighting fixtures, space 
heaters, air conditioning, plumbing, and fencing. Lessor may require that Lessee
remove any or all of said alterations, improvements, additions or Utility 
Installations at the expiration of the term, and restore the Premises to their 
prior condition. Lessor may require Lessee to provide Lessor, at Lessee's sole 
cost and expense, a lien and completion bond in an amount equal to one and 
one-half times the estimated cost of such improvements, to insure Lessor against
any liability for mechanic's and materialmen's liens and to insure completion of
the work. Should Lessee make any alterations, improvements, additions or Utility
Installations without the prior approval of Lessor, Lessor may require that 
Lessee remove any or all of the same.

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

    (c) Lessee shall pay, when due, all claims for labor or materials furnished 
or alleged to have been furnished to or for Lessee at or for use in the 
Premises, which claims are or may be secured by any mechanics' or materialmen's 
lien against the Premises or any interest therein. Lessee shall give Lessor not 
less than ten (10) days' notice prior to the commencement of any work in the 
Premises, and Lessor shall have the right to post notices of non-responsibility 
in or on the Premises as provided by law. If Lessee shall, in good faith, 
contest the validity of any such lien, claim or demand, then Lessee shall, at 
its sole expense defend itself and Lessor against the same and shall pay and 
satisfy any such adverse judgment that may be rendered thereon before the 
enforcement thereof against the Lessor or the Premises, upon the condition that 
if Lessor shall require, Lessee shall furnish to Lessor a surety bond 
satisfactory to Lessor in an amount equal to such contested lien claim or demand
indemnifying Lessor against liability for the same and holding the Premises free
from the effect of such lien or claim. In addition, Lessor may require Lessee to
pay Lessor's attorneys fees and costs in participating in such action if Lessor 
shall decide it is to its best interest to do so.

    (d) Unless Lessor requires their removal, as set forth in Paragraph 7.5(a), 
all alterations, improvements, additions and Utility Installations (whether or 
not such Utility Installations constitute trade fixtures of Lessee), which may 
be made on the Premises, shall become the property of Lessor and remain upon and
be surrendered with the Premises at the expiration of the term.

Notwithstanding the provisions of this Paragraph 7.5(d), Lessee's machinery and 
equipment, other than that which is affixed to the Premises so that it cannot be
removed without material damage to the Premises, shall remain the property of 
Lessee and may be removed by Lessee subject to the provisions of Paragraph 7.2.

8.  Insurance Indemnity.

    8.1  Insuring Party. As used in this Paragraph 8, the term "insuring party" 
shall mean the party who has the obligation to obtain the Property Insurance 
required hereunder. The insuring party shall be designated in Paragraph 46 
hereof. In the event Lessor is the insuring party, Lessor shall also maintain 
the liability insurance described in paragraph 8.2 hereof, in addition to, and 
not in lieu of, the insurance required to be maintained by Lessee under said 
paragraph 8.2, but Lessor shall not be required to name Lessee as an additional 
insured on such policy. Whether the insuring party is the Lessor or the Lessee, 
Lessee shall, as additional rent for the Premises, pay the cost of all insurance
required hereunder, except for that portion of the cost attributable to Lessor's
liability insurance coverage in excess of $1,000,000 per occurrence. If Lessor 
is the insuring party Lessee shall, within ten (10) days following demand by 
Lessor, reimburse Lessor for the cost of the insurance so obtained.

    8.2  Liability Insurance. Lessee shall, at Lessee's expense obtain and keep 
in force during the term of this Lease a policy of Combined Single Limit, Bodily
Injury and Property Damage insurance insuring Lessor and Lessee against any 
liability arising out of the ownership, use, occupancy or maintenance of the 
Premises and all areas appurtenant thereto. Such insurance shall be a combined 
single limit policy in an amount not less than $500,000 per occurrence. The 
policy shall insure performance by Lessee of the indemnity provisions of this 
Paragraph 8. The limits of said insurance shall not, however, limit the 
liability of Lessee hereunder.

    8.3  Property Insurance.

    (a) The insuring party shall obtain and keep in force during the term of 
this Lease a policy or policies of insurance covering loss or damage to the 
Premises, in the amount of the full replacement value thereof, as the same may 
exist from time to time, which replacement value is now $1,000,000.00, but in no
event less than the total amount required by lenders having liens on the 
Premises, against all perils included within the classification of fire, 
extended coverage, vandalism, malicious mischief, flood (in the event same is 
required by a lender having a lien on the Premises), and special extended perils
("all risk" as such term is used in the insurance industry). Said insurance 
shall provide for payment of loss thereunder to Lessor or to the holders of 
mortgages or deeds of trust on the Premises. The insuring party shall, in 
addition, obtain and keep in force during the term of this Lease a policy of 
rental value insurance covering a period of one year, with loss payable to 
Lessor, which insurance shall also cover all real estate taxes and insurance 
costs for said period. A stipulated value or agreed amount endorsement deleting 
the coinsurance provision of the policy shall be procured with said insurance as
well as an automatic increase in insurance endorsement causing the increase in 
annual property insurance coverage by 2% per quarter. If the insuring party 
shall fail to procure and maintain said insurance the other party may, but shall
not be required to, procure and maintain the same, but at the expense of Lessee.
If such insurance coverage has a deductible clause, the deductible amount shall 
not exceed $1,000 per occurrence, and Lessee shall be liable for such deductible
amount.

    (b) If the Premises are part of a larger building, or if the Premises are 
part of a group of buildings owned by Lessor which are adjacent to the Premises,
then Lessee shall pay for any increase in the property insurance of such other 
building or buildings if said increase is caused by Lessee's acts, omissions, 
use or occupancy of the Premises.

    (c) If the Lessor is the insuring party the Lessor will not

insure Lessee's fixtures, equipment or tenant improvements unless the tenant 
improvements have become a part of the Premises under paragraph 7, hereof. But 
if Lessee is the insuring party the Lessee shall insure its fixtures, equipment 
and tenant improvements.

    8.4  Insurance Policies. Insurance required hereunder shall be in companies 
holding a "General Policyholders Rating" of at least B plus, or such other 
rating as may be required by a lender having a lien on the Premises, as set 
forth in the most current issue of "Best's Insurance Guide". The insuring party 
shall deliver to the other party copies of policies of such insurance or 
certificates evidencing the existence and amounts of such insurance with loss 
payable clauses as required by this paragraph 8. No such policy shall be 
cancelable or subject to reduction of coverage or other modification except 
after thirty (30) days' prior written notice to Lessor. If Lessee is the 
insuring party Lessee shall, at least thirty (30) days prior to the expiration 
of such policies, furnish Lessor with renewals or "binders" thereof, or Lessor 
may order such insurance and charge the cost thereof to Lessee, which amount 
shall be payable by Lessee upon demand. Lessee shall not do or permit to be 
done anything which shall invalidate the insurance policies referred to in 
Paragraph 8.3. If Lessee does or permits to be done anything which shall 
increase the cost of the insurance policies referred to in Paragraph 8.3, then 
Lessee shall forthwith upon Lessor's demand reimburse Lessor for any additional 
premiums attributable to any act or omission or operation of Lessee causing such
increase in the cost of insurance. If Lessor is the insuring party, and if the 
insurance policies maintained hereunder cover other improvements in addition to 
the Premises, Lessor shall deliver to Lessee a written statement setting forth 
the amount of any such insurance cost increase and showing in reasonable detail 
the manner in which it has been computed.

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

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

    8.7  Exemption of Lessor from Liability. Lessee hereby agrees that Lessor 
shall not be liable for injury to Lessee's business or any loss of income 
therefrom or for damage to the goods, wares, merchandise or other property of 
Lessee, Lessee's employees, invitees, customers, or any other person in or about
the Premises, nor shall Lessor be liable for injury to the person of Lessee, 
Lessee's employees, agents or contractors, whether such

damage or injury is caused by or results from fire, steam, electricity, gas, 
water or rain, or from the breakage, leakage, obstruction or other defects of 
pipes, sprinklers, wires, appliances, plumbing, air conditioning or lighting 
fixtures, or from any other cause, whether the said damage or injury results 
from conditions arising upon the Premises or upon other portions of the building
of which the Premises are a part, or from other sources or places and regardless
of whether the cause of such damage or injury or the means of repairing the same
is inaccessible to Lessee. Lessor shall not be liable for any damages arising 
from any act or neglect of any other tenant, if any, of the building in which 
the Premises are located.

9.  Damage of Destruction.

    9.1  Definitions.

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

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

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

    9.2  Partial Damage -- Insured Loss. Subject to the provisions of paragraphs
9.4, 9.5, and 9.6, if at anytime during the term of this Lease there is damage 
which is an Insured Loss and which fails into the classification of Premises 
Partial Damage or Premises Building Partial Damage, then Lessor shall, at 
Lessor's expense, repair such damage, but not Lessee's fixtures, equipment or 
tenant improvements unless the same become a part of the Premises pursuant to 
Paragraph 7.5 hereof as soon as reasonably possible and this Lease shall 
continue in full force and effect. Notwithstanding the above, if the Lessee is 
the insuring party, and if the insurance proceeds received by Lessor are not 
sufficient to effect such repair, Lessor shall give notice to Lessee of the 
amount required in addition to the insurance proceeds to effect such repair. 
Lessee shall contribute the required amount to Lessor within ten days after 
Lessee has received notice from Lessor of the shortage in the insurance. When 
Lessee shall contribute such amount to Lessor, Lessor shall make such repairs as
soon as reasonably possible and this Lease shall continue in full force and 
effect. Lessee shall in no event have any right to reimbursement for any such 
amounts so contributed.

    9.3  Partial Damage -- Uninsured Loss. Subject to the provisions of 
Paragraphs 9.4, 9.5 and 9.6, at any time during the term of this Lease there is 
damage which is not an Insured Loss and which falls within the classification of
Premises Partial Damage or Premises Building Partial Damage, unless caused by a 
negligent or willful act of Lessee (in which event Lessee shall make the repairs
at Lessee's expense). Lessor may at Lessor's option either (i) repair such 
damage as soon as reasonably possible at Lessor's expense, in which event this 
Lease shall continue in full force and effect, or (ii) give written notice to 
Lessee within thirty (30) days after the date of the occurrence of such damage 
of Lessor's intention to cancel and terminate this Lessee, as of the date of the
occurrence of such damage. In the event Lessor elects to give such notice of 
Lessor's intention to cancel and terminate this Lease, Lessee shall have the 
right within ten (10) days after the receipt of such notice to give

written notice to Lessor of Lessee's intention to repair such damage at Lessee's
expense, without reimbursement from Lessor, in which event this Lease shall 
continue in full force and effect, and Lessee shall proceed to make such repairs
as soon as reasonably possible. If Lessee does not give such notice within such 
10-day period this Lease shall be canceled and terminated as of the date of the 
occurrence of such damage.

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

    9.5  Damage Near End of Term.

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

    (b) Notwithstanding paragraph 9.5(a), in the event that Lessee has an option
to extend or renew this Lease, and the time within which said option may be 
exercised has not yet expired, Lessee shall exercise such option, if it is to be
exercised at all, no later than 20 days after the occurrence of an Insured Loss 
falling within the classification of Premises Partial Damage during the last six
months of the term of this Lease. If Lessee duly exercises such option during 
said 20 day period, Lessor shall, at Lessor's expense, repair such damage as 
soon as reasonably possible and this Lease shall continue in full force and 
effect. If Lessee fails to exercise such option during said 20 day period, then 
Lessor may at Lessor's option terminate and cancel this Lease as of the 
expiration of said 20 day period by giving written notice to Lessee of Lessor's 
election to do so within 10 days after the expiration of said 20 day period, 
notwithstanding any term or provision in the grant of option to the contrary.

    9.6  Abatement of Rent; Lessee's Remedies.

    (a) In the event of damage described in paragraphs 9.2 or 9.3, through no 
fault of Lessee, and Lessor or Lessee repairs or restores the Premises pursuant 
to the provisions of this Paragraph 9, the rent payable hereunder for the period
during which such damage, repair or restoration continues shall be abated in 
proportion to the degree to which Lessee's use of the Premises is impaired. 
Except for abatement of rent, if any, Lessee shall have no claim against Lessor 
for any damage suffered by reason of any such damage, destruction, repair or 
restoration.

    (b) If Lessor shall be obligated to repair or restore the Premises under the
provisions of this Paragraph 9 and shall not commence such repair or restoration
within 90 days after such obligations shall accrue, Lessee may at Lessee's 
option cancel and terminate this Lease by giving Lessor written notice of 
Lessee's election to do so at any time prior to the commencement of such repair 
or restoration. In such event this Lease shall terminate as of the date of such 
notice.

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

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

10.  Real Property Taxes. 

    10.1  Payment of Taxes. Lessee shall pay the real property tax

as defined in paragraph 10.2, applicable to the Premises during the term of this
Lease. All such payments shall be made at least ten (10) days prior to the
delinquency date of such payment. Lessee shall promptly furnish Lessor with
satisfactory evidence that such taxes have been paid. If any such taxes paid by
Lessee shall cover any period of time prior to or after the expiration of the
term hereof, Lessee's share of such taxes shall be equitably prorated to cover
only the period of time within the tax fiscal year during which this Lease shall
be in effect and Lessor shall reimburse Lessee to the extent required. If Lessee
shall fail to pay any such taxes, Lessor shall have the right to pay the same,
in which case Lessee shall repay such amount to Lessor with Lessee's next rent
installment together with interest at the maximum rate then allowable by law.

    10.2  Definition of "Real Property Tax". As used herein, the term "real 
property tax" shall include any form of real estate tax or assessment, general, 
special, ordinary or extraordinary and any license fee, commercial rental tax, 
improvement bond or bonds, levy or tax (other than inheritance, personal income 
or estate taxes) imposed on the Premises by any authority having the direct or 
indirect power to tax, including any city, state or federal government, or any 
school, agricultural, sanitary, fire, street, drainage or other improvement 
district thereof, as against any legal or equitable interest of Lessor in the 
Premises or in the real property of which the Premises are a part, as against 
Lessor's right to rent or other income therefrom, and as against Lessor's 
business of leasing the Premises. The term "real property tax" shall also
include any tax, fee, levy, assessment or charge (i) in substitution of,
partially or totally, any tax, fee, levy, assessment or charge hereinabove
included within the definition of "real property tax," or (ii) the nature of
which was hereinbefore included within the definition of "real property tax," or
(iii) which is imposed for a service or right not charged prior to June 1, 1978,
or, if previously charged, has been increased since June 1, 1978, or (iv) which
is imposed as a result of a transfer, either partial or total, of Lessor's
interest in the Premises or which is added to a tax or charge hereinbefore
included within the definition of real property tax by reason of such transfer,
or (v) which is imposed by reason of this transaction, any modifications or
changes hereto, or any transfers hereof.

    10.3  Joint Assessment. If the Premises are not separately assessed, 
Lessee's liability shall be an equitable proportion of the real property taxes
for all of the land and improvements included within the tax parcel assessed,
such proportion to be determined by Lessor from the respective valuations
assigned in the assessor's work sheets or such other information as may be
reasonably available. Lessor's reasonable determination thereof, in good faith,
shall be conclusive.

    10.4  Personal Property Taxes.

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

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

    11.  Utilities. Lessee shall pay for all water, gas, heat, light, power, 
telephone and other utilities and services supplied to the Premises, together 
with any taxes thereon. If any such services are not separately metered to 
Lessee, Lessee shall pay a reasonable proportion to be determined by Lessor of 
all charges jointly metered with other Premises.

    12.  Assignment and Subletting.

    12.1 Lessor's Consent Required. Lessee shall not voluntarily

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

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

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

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

    13.  Defaults; Remedies.

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

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

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

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

such cure to completion.

    (d) (i) The making by Lessee of any general arrangement or assignment for 
the benefit of creditors; (ii) Lessee becomes a "debtor" as defined in 11 U.S.C.
(S)101 or any successor statute thereto (unless, in the case of a petition filed
against Lessee, the same is dismissed within 60 days); (iii) the appointment of 
a trustee or receiver to take possession of substantially all of Lessee's 
asset's located at the Premises or of Lessee's interest in this Lease, where 
possession is not restored to Lessee within 30 days; or (iv) the attachment, 
execution or other judicial seizure of substantially all of Lessee's assets 
located at the Premises or of Lessee's interest in this Lease, where such
seizure is not discharged within 30 days. Provided, however, in the event that
any provision of this paragraph 13.1(d) is contrary to any applicable law, such
provision shall be of no force or effect.

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

    13.2  Remedies. In the event of any such material default or breach by 
Lessee, Lessor may at any time thereafter, with or without notice or demand and 
without limiting Lessor in the exercise of any right or remedy which Lessor may 
have by reason of such default or breach:

    (a) Terminate Lessee's right to possession of the Premises by any lawful 
means, in which case this Lease shall terminate and Lessee shall immediately 
surrender possession of the Premises to Lessor. In such event Lessor shall be 
entitled to recover from Lessee all damages incurred by Lessor by reason of 
Lessee's default including, but not limited to, the cost of recovering 
possession of the Premises; expenses of reletting, including time of award by 
the court having jurisdiction thereof of the amount by which the unpaid rent for
the balance of the term after the time of such award exceeds the amount of such 
rental loss for the same period that Lessee proves could be reasonably avoided; 
that portion of the leasing commission paid by Lessor pursuant to Paragraph 15 
applicable to the unexpired term of this Lease.

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

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

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

    13.4  Late Charges. Lessee hereby acknowledges that late payment by Lessee 
to Lessor of rent and other sums due hereunder will cause Lessor to incur costs 
not contemplated by this Lease, the exact amount of which will be extremely 
difficult to ascertain. Such costs include, but are not limited to, processing 
and accounting charges, and late charges which may be imposed on Lessor by the 
terms of any mortgage or trust deed covering the

Premises. Accordingly, if any installment of rent or any other sum due from 
Lessee shall not be received by Lessor or Lessor's designee within ten 
(10) days after such amount shall be due, then, without any requirement for
notice to Lessee, Lessee shall pay to Lessor a late charge equal to 6% of such
overdue amount. The parties hereby agree that such late charge represents a fair
and reasonable estimate of the costs Lessor will incur by reason of late payment
by Lessee. Acceptance of such late charge by Lessor shall in no event constitute
a waiver of Lessee's default with respect to such overdue amount, nor prevent
Lessor from exercising any of the other rights and remedies granted hereunder.
In the event that a late charge is payable hereunder, whether or not collected,
for three (3) consecutive installments of rent, then rent shall automatically
become due and payable quarterly in advance, rather than monthly,
notwithstanding paragraph 4 or any other provision of this Lease to the
contrary.

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

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

by reason of such condemnation, Lessor shall to the extent of severance damages 
received by Lessor in connection with such condemnation, repair any damage to 
the Premises caused by such condemnation except to the extent that Lessee has 
been reimbursed therefor by the condemning authority. Lessee shall pay any 
amount in excess of such severance damages required to complete such repair.

15.  Broker's Fee.

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

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

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

16.  Estoppel Certificate.

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

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

    (c) If Lessor desires to finance, refinance, or sell the Premises, or any 
part thereof, Lessee hereby agrees to deliver to any lender or purchaser 
designated by Lessor such financial statements of Lessee as may be reasonably 
required by such lender or purchaser. Such statements shall include the past 
three years' financial statements of Lessee. All such financial statements

shall be received by Lessor and such lender or purchaser in confidence and shall
be used only for the purposes herein set forth.

17.  Lessor's Liability. The term "Lessor" as used herein shall mean only the 
owner or owners at the time in question of the fee title or a lessee interest in
a ground lease of the Premises, and except as expressly provided in Paragraph 
15, in the event of any transfer of such title or interest, Lessor herein named 
(and in case of any subsequent transfers then the grantor) shall be relieved 
from and after the date of such transfer of all liability as respects Lessor's 
obligations thereafter to be performed, provided that any funds in the hands of 
Lessor or the then grantor at the time of such transfer, in which Lessee has an 
interest, shall be delivered to the grantee. The obligations contained in this 
Lease to be performed by Lessor shall, subject as aforesaid, be binding on 
Lessor's successors and assigns, only during their respective periods of 
ownership.

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

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

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

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

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

23.  Notices. Any notice required or permitted to be given hereunder shall be in
writing and may be given by personal delivery or by certified mail, and if given
personally or by mail, shall be deemed sufficiently given if addressed to Lessee
or to Lessor at the address noted below the signature of the respective parties,
as the case may be. Either party may by notice to the other specify a different
address for notice purposes except that upon Lessee's taking possession of the
Premises, the Premises shall constitute Lessee's address for notice purposes. A
copy of all notices required or permitted to be given to Lessor hereunder shall
be concurrently transmitted to such party or parties at such addresses as Lessor
may from time to time hereafter designate by notice to Lessee.

24.  Waivers. No waiver by Lessor or any provison hereof shall be deemed a 
waiver of any other provision hereof or of any

subsequent breach by Lessee of the same or any other provision. Lessor's consent
to, or approval of, any act shall not be deemed to render unnecessary the
obtaining of Lessor's consent to or approval of any subsequent act by Lessee.
The acceptance of rent hereunder by Lessor shall not be a waiver of any
preceding breach by Lessee of any provision hereof, other than the failure of
Lessee to pay the particular rent so accepted, regardless of Lessor's knowledge
of such preceding breach at the time of acceptance of such rent.

25.  Recording. Either Lessor or Lessee shall, upon request of the other,
execute, acknowledge and deliver to the other a "short form" memorandum of this
Lease for recording purposes.

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

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

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

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

30.  Subordination.

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

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

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

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

33.  Auctions. Lessee shall not conduct, nor permit to be conducted, either 
voluntarily or involuntarily, any auction upon the Premises without first having
obtained Lessor's prior written consent. Notwithstanding anything to the 
contrary in this Lease, Lessor shall not be obligated to exercise any standard
of reasonableness in determining whether to grant such consent.

34.  Signs. Lessee shall not place any sign upon the Premises without Lessor's 
prior written consent except that Lessee shall have the right, without the prior
permission of Lessor, to place ordinary and usual for rent or sublet signs 
thereon.

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

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

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

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

39.  Options.

    39.1  Definition. As used in this paragraph the word "Options" has the 
following meaning: (1) the right or option to extend the term of this Lease or 
to renew this Lease or to extend or renew any lease that Lessee has on other 
property of Lessor; (2) the option or right of first refusal to lease the 
Premises or the right of first offer to lease the Premises or the right of first
refusal to lease other property of Lessor or the right of first offer to lease 
other property of Lessor; (3) the right or option to purchase the Premises, or 
the right of first refusal to purchase the Premises, or the right of first offer
to purchase the

Premises or the right or option to purchase other property of Lessor, or the 
right of first refusal to purchase other property of Lessor or the right of 
first offer to purchase other property of Lessor.

    39.2  Options Personal. Each Option granted to Lessee in this Lease are 
personal to Lessee and may not be exercised or be assigned, voluntarily or 
involuntarily, by or to any person or entity other than Lessee, provided, 
however, the Option may be exercised by or assigned to any Lessee Affiliate as 
defined in paragraph 12.2 of this Lease. The Options herein granted to Lessee
are not assignable separate and apart from this Lease.

    39.3  Multiple Options. In the event that Lessee has any multiple options to
extend or renew this Lease a later option cannot be exercised unless the prior 
option to extend or renew his Lease has been so exercised.

    39.4  Effect of Default on Options.

    (a) Lessee shall have no right to exercise an Option, notwithstanding any 
provision in the grant of Option to the contrary, (i) during the time commencing
from the date Lessor gives to Lessee a notice of default pursuant to paragraph 
13.1(b) or 13.1(c) and continuing until the default alleged in said notice of 
default is cured or (ii) during the period of time commencing on the day after a
monetary obligation to Lessor is due from Lessee and unpaid (without any 
necessity for notice thereof to Lessee) continuing until the obligation is paid,
or (iii) at any time after an event of default described in paragraphs 13.1(a), 
13.1(d), or 13.1(e) (without any necessity of Lessor to give notice of such
default to Lessee), or (iv) in the event that Lessor has given to Lessee three
or more notices of default under paragraph 13.1(b), where a late charge has
become payable under paragraph 13.4 for each of such defaults, or paragraph
13.1(c), whether or not the defaults are cured, during the 12 month period prior
to the time that Lessee intends to exercise the subject Option.

    (b) The period of time within which an Option may be exercised shall not be 
extended or enlarged by reason of Lessee's inability to exercise an Option 
because of the provisions of paragraph 39.4(a).

    (c) All rights of Lessee under the provisions of an Option shall terminate 
and be of no further force or effect, notwithstanding Lessee's due and timely 
exercise of the Option, if, after such exercise and during the term of this 
Lease, (i) Lessee fails to pay to Lessor a monetary obligation of Lessee for a 
period of 30 days after such obligation becomes due (without any necessity of 
Lessor to give notice thereof to Lessee), or (ii) Lessee fails to commence to 
cure a default specified in paragraph 13.1(c) within 30 days after the date that
Lessor gives notice to Lessee of such default and/or Lessee fails thereafter to 
diligently prosecute said cure to completion, or (iii) Lessee commits a default 
described in paragraph 13.1(a), 13.1(d) or 13.1(e) (without any necessity of 
Lessor to give notice of such default to Lessee), or (iv) Lessor gives to Lessee
three or more notices of default under paragraph 13.1(b), where a late charge 
becomes payable under paragraph 13.4 for each such default, or paragraph 
13.1(c), whether or not the defaults are cured.

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

41. Security Measures. Lessee hereby acknowledges that the rental

payable to Lessor hereunder does not include the cost of guard service or other 
security measures, and that Lessor shall have no obligation whatsoever to 
provide same. Lessee assumes all responsibility for the protection of Lessee, 
its agents and invitees from acts of third parties.

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

43.  Performance Under Protest. If at any time a dispute shall arise as to any 
amount or sum of money to be paid by one party to the other under the provisions
hereof, the party against whom the obligation to pay the money is asserted shall
have the right to make payment "under protest" and such payment shall not be
regarded as a voluntary payment, and there shall survive the right on the part
of said party to institute suit for recovery of such sum. If it shall be
adjudged that there was no legal obligation on the part of said party to pay
such sum or any part thereof, said party shall be entitled to recover such sum
or so much thereof as it was not legally required to pay under the provisions of
this Lease.

44.  Authority. If Lessee is a corporation, trust, or general or limited 
partnership, each individual executing this Lease on behalf of such entity 
represents and warrants that he or she is duly authorized to execute and deliver
this Lease on behalf of said entity. If Lessee is a corporation, trust or 
partnership, Lessee shall, within thirty (30) days after execution of this 
Lease, deliver to Lessor evidence of such authority satisfactory to Lessor.

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

46.  Insuring Party. The insuring party under this lease shall be the Lessee.

47.  Addendum. Attached hereto is an addendum or addenda containing paragraphs
1, 2 and 3 which constitutes a part of this lease.

LESSOR AND LESSEE HAVE CAREFULLY READ AND REVIEWED THIS LEASE AND EACH TERM AND 
PROVISION CONTAINED HEREIN AND, BY EXECUTION OF THIS LEASE, SHOW THEIR INFORMED 
AND VOLUNTARY CONSENT THERETO. THE PARTIES HEREBY AGREE THAT, AT THE TIME THIS 
LEASE IS EXECUTED, THE TERMS OF THIS LEASE ARE COMMERCIALLY REASONABLE AND 
EFFECTUATE THE INTENT AND PURPOSE OF LESSOR AND LESSEE WITH RESPECT TO THE 
PREMISES.

IF THIS LEASE HAS BEEN FILLED IN IT HAS BEEN PREPARED FOR SUBMISSION TO YOUR 
ATTORNEY FOR HIS APPROVAL. NO REPRESENTATION OR RECOMMENDATION IS MADE BY THE 
AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION OR BY THE REAL ESTATE BROKER OR ITS 
AGENTS OR EMPLOYEES AS TO THE LEGAL SUFFICIENCY, LEGAL EFFECT, OR TAX 
CONSEQUENCES OF THIS LEASE OR THE TRANSACTION RELATING THERETO; THE PARTIES
SHALL RELY SOLELY UPON THE ADVICE OF THEIR OWN LEGAL COUNSEL AS TO THE LEGAL AND
TAX CONSEQUENCES OF THIS LEASE.

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

Executed at Fullerton, CA                  B & K Investment Company

on March 11, 1994                          By    /s/ Gordon Bagne
                                             -----------------------------
                                                     Gordon Bagne
Address  801 S. Acacia Avenue
         Fullerton, CA 92631               By    /s/ Robert Klinger
                                             -----------------------------
                                                     Robert Klinger

                                           "LESSOR" (Corporate Seal)

Executed at SPECIALTY EXTRUSION, LTD.      Speciality Extrusions Limited

on March 11, 1994                          By_____________________________
                                                     Ronald Safer

Address  801 S. Acacia Avenue
         Fullerton, CA 92631               By    /s/ Walter M. Hastie
                                             -----------------------------
                                                     Walter M. Hastie

                                           By    /s/ William Esparza
                                             -----------------------------
                                                     William Esparza

                                   GUARANTY
                                   --------

    THIS IS A GUARANTY by each of the undersigned (hereinafter referred to as 
"Guarantor") to B & K Investment company (hereinafter referred to as "Lessor").

    Negotiations between Specialty Extrusions Limited (hereinafter referred to 
as "Lessee"), and Lessor have culminated in the execution concurrently herewith,
of a Lease dated September 1, 1993 by and between Lessor and Lessee (hereinafter
referred to as the "Lease").

    In consideration of Lessor entering into the Lease, each Guarantor hereby 
unconditionally guarantees to Lessor the full and prompt payment by Lessee of 
all sums to be paid, expended and disbursed by Lessee and the full and prompt 
performance of any of the other covenants and conditions of the Lease at the 
times and in the manner and mode as provided by the Lease.

    This is a continuing Guaranty, and shall not be affected by any change, 
modification, alteration, assignment, renewal, compromise, extension, 
acceleration or supplement of the Lease or any part thereof. This Guaranty shall
be irrevocable throughout the term of the Lease and any extension thereof. No 
act or omission on the part of Lessor and no agreement of any kind between 
Lessor and Lessee shall in any manner or to any extent releases or change or 
modify or affect the obligation and liability of each Guarantor.

    This Guaranty shall be an independent obligation of each Guarantor and is 
independent of the obligation and liability of each Guarantor.

    This Guaranty shall be an independent obligation of each Guarantor and is 
independent of the obligation and liabilities of Lessee. A separate action or 
actions may be brought against Lessee and whether Lessee be joined in any such 
action or actions. Each Guarantor waives all statutes of limitations affecting
his obligations or liabilities hereunder or the enforcement thereof.

    Each Guarantor expressly waives any and all demands and notices of every 
type, nature, kind and description whatsoever to which such Guarantor might 
otherwise be entitled by law, including, but not limited to, notice of
acceptance hereof, protests, presentment, notice of protest, notice of the
incurring by Lessee of obligations or liabilities, defaults, notice of default,
or breach of non-payment.

    Each Guarantor agrees to pay reasonable attorneys' fees and costs incurred 
by Lessor in enforcing this Guaranty whether or not suit is brought.

    This Guaranty shall inure to the benefit of Lessor and shall be binding upon
each Guarantor and their respective heirs, administrators, executors, successors
and assigns.

Dated: March 11, 1994.

                            Guarantor: ____________________________________
                                                Ronald Safer

                                            /s/ Walter M. Hastie
                                       ------------------------------------
                                                Walter M. Hastie

                                            /s/ William Esparza
                                       ------------------------------------
                                                William Esparza

                                  ADDENDUM TO
                           STANDARD INDUSTRIAL LEASE

                            Dated September 1, 1993

                  By and Between B & K Investment Company and

                         Specialty Extrusions Limited

1   RENT ESCALATIONS

(a) At the commencement of the 7th month, 25th month and 43rd month respectively
of the Lease term, the monthly rent payable under paragraph 4 of the attached
Lease shall be adjusted by the increase, if any, from the date this lease
commenced, in the Consumer Price Index of the Bureau of Labor Statistics of the
U.S. Department of Labor for Urban Wage Earners and Clerical Workers, Los
Angeles-Long Beach-Anaheim, California (1967=100), "All Items", herein referred
to as "C.P.I."

(b) The monthly rent payable in accordance with paragraph (a) of the Addendum
shall be calculated as follows: the rent payable for the first month of the term
of this Lease, as set forth in paragraph 4 of the attached Lease, shall be
multiplied by a fraction, the numerator of which shall be C.P.I. of the month
immediately preceding the effective date of the subject rent escalation and the
denominator of which shall be the C.P.I. for the first month of the Lease term.
The sum so calculated shall constitute the new monthly rent hereunder, but, in
no event, shall such new monthly rent be less than the rent payable for the
month immediately preceding the date for rent adjustment. In no event shall this
increase amount to less than a 7-1/2 percent increase of the base amount, every
eighteen months.

(c) In the event the compilation and/or publication of the C.P.I. shall be
transferred to any other governmental department or bureau or agency or shall be
discontinued, then the index most nearly the same as the C.P.I. shall be used to
make such calculation. In the event that Lessor and Lessee cannot agree on such
alternative index, then the matter shall be submitted for decision to the
American Arbitration Association in accordance with the then rules of said
association and the decision of the arbitrators shall be binding upon the
parties. The cost of said Arbitrators shall be paid equally by Lessor and
Lessee.

                                  ADDENDUM TO

                           STANDARD INDUSTRIAL LEASE

                            Dated September 1, 1993

                    By and Between B & K Investment Company

                       and Specialty Extrusions Limited

2    OPTION TO EXTEND

A.   Lessor hereby grants to Lessee the option to extend the term of this Lease
for a 5 year period commencing when the prior term expires upon each and all of
the following terms and conditions:

     (i)  Lessee gives to Lessor and Lessor receives written
notice of the exercise of the option to extend this Lease for said
additional term no earlier than nine months and no later than six
months prior to the time that the option period would commence if
the option were exercised, time being of the essence. If said
notification of the exercise of said option is not so given and
received, this option shall automatically expire;

     (ii) At the time said written notification of exercise of option is given
and received, Lessee shall not be in default under any of the material
obligation of this Lease to be performed by Lessee and this Lease shall not
have previously terminated nor terminated prior to the commencement of the
option term;

     (iii) All of the terms and conditions of this Lease except where
specifically modified by this option shall apply;

     (iv) The monthly rent for each month of the option period shall be
calculated in accordance with the preceding Rent Escalation's and renewal term
rental adjustments and shall be made at the commencement of the 61st month,
61st, 79th, 97th and 115th month, respectively.

                                  ADDENDUM TO

                           STANDARD INDUSTRIAL LEASE

                            Dated September 1, 1993

                    By and Between B & K Investment Company

                       and Specialty Extrusions Limited

3   OPTION FOR NEW OWNER TO TERMINATE

    In the event that Lessee sells and transfers the extrusion business being 
conducted on the Premises to an unaffiliated third party then the new owner 
shall have the option to terminate this lease on the anniversary of the transfer
date of the business by giving notice of the intention to terminate within
thirty days of the transfer date. This option to terminate the lease on the sale
of the business shall apply to Lessee's purchaser only and not to any subsequent
purchaser of the business.

                                       B & K INVESTMENT COMPANY
                                       --------------------------------------

                                       By    /s/ Gordon Bagne
                                         ------------------------------------
                                                 Gordon Bagne

                                       By    /s/ Robert Klinger
                                         ------------------------------------
                                                 Robert Klinger

                                                 "LESSOR"

                                       SPECIALTY EXTRUSION, LIMITED
                                       --------------------------------------

                                       By    /s/ Walter M. Hastie 
                                         ------------------------------------
                                                 Walter M. Hastie

                                       By    /s/ William Esparza
                                         ------------------------------------
                                                 William Esparza

 

Basic Info X:

Name: by Lessor within said ten (10) day period, Lessee's right to cancel this Lease
Type: Lease
Date: Sept. 28, 1995
Company: ALPHA TECHNOLOGIES GROUP INC
State: Delaware

Other info:

Date:

  • August 31 , 1998
  • September , 1993
  • thirty 30
  • June 1 , 1978
  • March 11 , 1994
  • September 1 , 1993

Organization:

  • County of Orange State of California
  • Condition of Premises
  • Toxic Waste Inspection
  • Bodily Injury and Property Damage
  • Lessor of Lessee
  • Damage Near End of Term
  • Associates Commercial Brokerage Company
  • Time of Essence
  • Fullerton , CA B & K Investment Company
  • Ronald Safer Address 801 S. Acacia Avenue Fullerton
  • Bureau of Labor Statistics of the U.S. Department of Labor for Urban Wage Earners
  • American Arbitration Association
  • Between B & K Investment Company

Location:

  • Possession
  • United States
  • Lessor
  • Lessee
  • Los Angeles-Long Beach-Anaheim
  • California

Money:

  • $ 7,717.00
  • $ 5,000.00
  • $ 2,500
  • $ 500,000
  • $ 1,000,000.00
  • $ 350.00

Person:

  • Lessee
  • Lessor
  • John Sullivan
  • s Gordon Bagne
  • Robert Klinger
  • Walter M. Hastie
  • William Esparza

Percent:

  • 2 %
  • 50 %
  • 6 %
  • 10 %
  • 25 %
  • 7-12 percent